EXHIBIT 10.13

                                   ADDENDUM V
                                       TO
                       SPRINT PCS MANAGEMENT AGREEMENT AND
                          SPRINT PCS SERVICES AGREEMENT

      Amending these agreements further and restating certain paragraphs in
                                Addenda I and IV

                          Dated as of January 30, 2004

Manager: SHENANDOAH PERSONAL COMMUNICATIONS COMPANY

Service Area BTAs:   Altoona, PA #12
                     Hagerstown, MD-Chambersburg, PA-Martinsburg, WV #179
                     Harrisburg, PA #181
                     Harrisonburg, VA #183
                     Washington, DC (Jefferson County, WV only) #471
                     Winchester, VA #479
                     York-Hanover, PA #483

            This Addendum V (this "Addendum") contains amendments of the Sprint
PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint
Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark
and Service Mark License Agreement, each of which was entered into on November
5, 1999 by Sprint Spectrum L.P., WirelessCo, L.P., APC PCS, LLC, PhillieCo,
L.P., Sprint Communications Company L.P. and Shenandoah Personal Communications
Company. The Management Agreement, Services Agreement and Trademark License
Agreements were amended by:

            (1)   Addendum I dated as of November 5, 1999,

            (2)   Addendum II dated as of August 31, 2000,

            (3)   Addendum III dated as of September 26, 2001, and

            (4)   Addendum IV dated as of May 22, 2003.

            The purposes of this Addendum are to (1) amend the Management
Agreement, the Services Agreement, the Trademark License Agreements and the
Schedule of Definitions and restate those paragraphs in the addenda executed
previously that amend the Management Agreement, the Services Agreement, the
Trademark License Agreements and the Schedule of Definitions (see section A
below), and (2) provide cross-references to those paragraphs in addenda executed
previously that are not restated in this Addendum (see section B below).

            The terms and provisions of this Addendum control over any
conflicting terms and provisions contained in the Management Agreement, the
Services Agreement, the Trademark License Agreements and the Schedule of
Definitions. The Management Agreement, the Services Agreement, the Trademark
Licenses Agreements, the Schedule of Definitions and all prior


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addenda continue in full force and effect, except for express modifications made
in this Addendum. This Addendum does not change the effective date of any prior
amendment made to the Management Agreement, the Services Agreement, the
Trademark License Agreements or the Schedule of Definitions through previously
executed addenda.

            Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Schedule of Definitions or in prior
addenda. Section and Exhibit references are to sections and Exhibits of the
Management Agreement unless otherwise noted.

            The parties are executing this Addendum as of the date noted above,
but the terms of this Addendum become effective on (the "Effective Date"): (1)
January 1, 2004, if on or before January 31, 2004, the Settlement Agreement and
Mutual Release between Sprint Spectrum L.P., WirelessCo, L.P., APC PCS, LLC,
PhillieCo, L.P., Sprint Communications Company L.P. and Shenandoah Personal
Communications Company is executed and delivered, and the payment required under
the Settlement Agreement and Mutual Release is paid and received; or (2) the
first calendar day of the first calendar month after both of the events
described in clause (1) occur, if either of the events in clause (1) occur after
January 31, 2004.

            On the Effective Date of Addendum V the Management Agreement, the
Services Agreement, the Trademark License Agreements and the Schedule of
Definitions are amended and restated as follows:

A.    New Amendments and Restatement of Previous Amendments to Sprint PCS
      Agreements.

                              Management Agreement

      1. Access to Service Area Network [Addm I,ss.2]. The last paragraph of
section 1.1 is amended to read as follows:

            Subject to the terms and conditions of this agreement, including,
      without limitation, sections 1.9, 9.5 and 12.1.2, Sprint PCS has the right
      to unfettered access to the Service Area Network to be constructed by
      Manager under this agreement. The fee to be paid to Manager by Sprint PCS
      under section 10 is for all obligations of Manager under this agreement.

      2. Vendor Purchase Agreements - Software Fees [NEW]. Section 1.3 is
amended to read as follows:

            Insert: "1.3.1 Discounted Volume-Based Pricing." before the first
      paragraph.

            Insert: "1.3.2 Subscriber and Infrastructure Equipment." before the
      second paragraph.

            Insert: "1.3.3 Exclusive Use." before the third paragraph.


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      Add a new section 1.3.4 as follows:

      1.3.4 Software Fees.

            (a) Manager acknowledges that Sprint PCS administers the testing and
      implementation of the Software (i.e., pushing of the Software) into the
      Service Area Network.

            (b) Sprint PCS, when obtaining software for its own use that is
      identical to the Software, will use commercially reasonable efforts to
      obtain a license from vendors providing for the right of Manager to use
      the Software in connection with telecommunications equipment manufactured
      by the vendor (collectively the software obtained by Sprint PCS for its
      own use and the Software that operates on telecommunications equipment
      manufactured by the vendor are for purposes of this section 1.3.4, the
      "Vendor Software"; when the term "Vendor Software" is used with respect to
      Manager, it means only the Software, and not the software used only by
      Sprint PCS).

            (c) Manager will arrange independently with the vendor to obtain a
      license to the Vendor Software if Sprint PCS cannot reasonably obtain a
      license for Manager. Any license that Manager obtains from a vendor must
      require the Vendor Software to be tested in Sprint PCS test beds by Sprint
      PCS and require Sprint PCS, not the vendor or Manager, to push the Vendor
      Software to the Service Area Network unless Sprint PCS otherwise consents
      in advance in writing. Sprint PCS agrees to test the Vendor Software in
      Sprint PCS test beds within a reasonable period after Manager reasonably
      requests the tests in writing.

            (d) Sprint PCS will:

                  (i) notify Manager in writing at least 60 days before the date
            of an automatic renewal of, or Sprint PCS' unilateral act to renew
            or extend, an agreement that provides Sprint PCS the right to use
            the Vendor Software, or

                  (ii) use reasonable efforts to notify Manager in writing
            before the date Sprint PCS intends to start negotiations with a
            vendor regarding extension, renewal, pricing or other material terms
            relating to Sprint PCS' and Manager's right to use the Vendor
            Software (whether for new Software or renewal of an existing
            license), and at least 60 days before the date Sprint PCS executes
            an agreement, extension or renewal.

            The notice by Sprint PCS will include the material terms and
      conditions of any such agreement or negotiations to the extent known at
      the time of the notice, including the network elements to be covered by
      the right to use the Vendor Software. Manager must notify Sprint PCS in
      writing within 30 days after


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      receiving the notice described in the first sentence of this section
      1.3.4(d) if Manager wants Sprint PCS to attempt to obtain or continue the
      right for Manager to use the Vendor Software. Sprint PCS will renew or
      negotiate the agreement as if Manager will not be a user of the Vendor
      Software if Manager does not provide notice to Sprint PCS within the
      30-day period. However, Sprint PCS may obtain pricing from the vendor for
      the Vendor Software that includes Manager as a user if obtaining the
      pricing does not obligate Manager to be a user.

            Sprint PCS will advise Manager upon Manager's reasonable request of
      the status of the Software negotiations if Manager requested Sprint PCS to
      obtain or continue the right for Manager to use the Vendor Software under
      Sprint PCS' agreement with the vendor. Sprint PCS will use commercially
      reasonable efforts to give Manager notice of the final pricing for the
      right to use the Vendor Software no less than 20 days before the expected
      execution or renewal of the agreement; provided that, in any event, Sprint
      PCS will give Manager notice of the final pricing no less than 10 Business
      Days before the expected execution or renewal of the agreement. If
      necessary, Manager agrees to use commercially reasonable efforts to enter
      into a nondisclosure agreement with the vendor to facilitate providing
      such final pricing to Manager.

            Manager may give Sprint PCS notice by the time set forth in Sprint
      PCS' notice to Manager (which time will not be less than 10 calendar days
      after Sprint PCS provides Manager with the final pricing and terms and
      conditions of such license agreement) that Manager does not intend to use
      the Vendor Software through the agreement between Sprint PCS and the
      vendor. If Manager does not give this final notice to Sprint PCS, Manager
      is deemed to agree to be a user of the Vendor Software through the
      agreement between Sprint PCS and the vendor and will pay the Allocable
      Software Fee. Within 15 Business Days after execution of an agreement
      between Sprint PCS and the vendor, Sprint PCS will provide to Manager a
      forecast of Manager's Allocable Software Fee, the estimated payment due
      dates relating to the Allocable Software Fee, and the proportion of
      Manager's Allocable Software Fee forecast to be due on each payment due
      date.

            Sprint PCS does not have to obtain a license for Vendor Software for
      Manager, even if Manager requests Sprint PCS to obtain such license, if at
      any time before execution of the agreements granting the license Sprint
      PCS reasonably believes that Manager is more likely than not to
      unreasonably refuse to pay the Allocable Software Fee or Sprint PCS
      reasonably believes that the Manager is in such financial condition that
      Manager is more likely than not to be unable to pay the Allocable Software
      Fee.

            If Manager accepts the Vendor Software, Sprint will give Manager,
      Manager's proportional share of (i) any cash benefits relating
      specifically to the Vendor Software that Sprint PCS obtains from the
      vendor, and (ii) to the extent reasonably able to be made available to
      Manager, other benefits, including training, relating specifically to the
      Vendor Software.


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            (e) Sprint PCS will pay all Software Fees relating to the Vendor
      Software to the vendor if Sprint PCS obtains a license from the vendor
      that provides Manager the right to use the Vendor Software and Manager
      agrees to pay any applicable Allocable Software Fee in accordance with
      this section 1.3.4(e). Manager will be deemed to agree to pay any
      applicable Allocable Software Fee if both:

                  (i) Manager has notified Sprint PCS that it wants Sprint PCS
            to attempt to obtain or continue the right for Manager to use the
            Vendor Software under the third paragraph of section (d), and has
            not taken the action described in the fifth paragraph of section (d)
            above to decline obtaining the right to use the Vendor Software
            through the agreement between Sprint PCS and the vendor, and

                  (ii) Sprint PCS obtains a license providing for the right of
            Manager to use the Vendor Software.

            Manager will pay Sprint PCS the Allocable Software Fee (as defined
      below) within 30 days after receipt of an invoice. Sprint PCS will invoice
      Manager only after Sprint PCS pays the underlying Software Fee to the
      vendor. The Allocable Software Fee will not include any amount for
      Software that is the same as or functionally equivalent to any Software
      (y) that is a component of any service for which a fee is charged under
      the Services Agreement or (z) for which Sprint PCS otherwise charges
      Manager under this agreement.

            Sprint PCS will calculate the "Allocable Software Fee" as follows:

            For each vendor, multiply:

                  (i) the Net Software Cost of the Software Fees attributable to
            the Vendor Software for which Sprint PCS has obtained for itself,
            Manager and Other Managers a license or other right to use, by

                  (ii) the quotient of:

                        (A) the number of Customers and Reseller Customers with
                  an NPA-NXX assigned to the Service Area that are assigned to a
                  system using the Vendor Software, as reported in the most
                  recent monthly report that Sprint PCS issues before the date
                  that Sprint PCS prepares an Allocable Software Fee invoice,
                  divided by:

                        (B) the number of Customers and Reseller Customers that
                  are assigned to any system using the Vendor Software, as
                  reported in the most recent monthly report that


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                  Sprint PCS issues before the date that Sprint PCS prepares an
                  Allocable Software Fee invoice.

            (f) Sprint PCS will include with the invoice for the Allocable
      Software Fee a list of the component charges, if available from the
      Vendor. The Software Fees that Sprint PCS pays to the vendor will reflect
      rates no greater than commercial rates negotiated at arms' length, and
      Sprint will use reasonable efforts to obtain the most favorable rates for
      the Software. For purposes of clarification, the parties acknowledge the
      vendor may insist on a comprehensive fee without listing each component,
      but rather asserting that the fee covers all software necessary to operate
      the equipment. But Sprint PCS will provide to Manager a description of all
      the features and functionality in reasonable detail for all Software for
      which Manager is to pay an Allocable Software Fee.

            (g) Manager will not be charged the Allocable Software Fee for the
      Vendor Software after Manager:

                  (i) either: (x) does not notify Sprint PCS in writing within
            the period allowed in the third paragraph of section 1.3.4(d) that
            Manager desires to have Sprint PCS obtain a right for Manager to use
            the Vendor Software, or (y) notifies Sprint PCS in writing within
            the period allowed in the fifth paragraph that it declines to have
            Sprint PCS obtain such right,

                  (ii) obtains its own license providing for Manager's right to
            use the Vendor Software, and

                  (iii) complies with the requirements of section 1.3.4(h).

            (h) Manager will obtain its own license providing for Manager's
      right to use the Vendor Software from the vendor if Manager elects not to
      have Sprint PCS attempt to obtain a right for Manager to use the Vendor
      Software under section 1.3.4(d). Manager will notify Sprint PCS in writing
      and deliver to Sprint PCS within 10 Business Days after Manager's
      execution of Manager's separate license, a signed document from the vendor
      confirming that:

                  (i) the vendor has provided Manager a separate license for the
            Vendor Software and the term of that license, which term with
            appropriate renewal rights, must be at least as long as the license
            Sprint PCS has from the vendor,

                  (ii) the fees paid by Manager to the vendor reflect commercial
            rates negotiated at arms' length,

                  (iii) the Vendor Software covered by Manager's license
            provides the usage and functionality necessary for Manager to


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            operate the Service Area Network in compliance with the Sprint PCS
            Technical Program Requirements, and

                  (iv) the Vendor Software may be tested in Sprint PCS test beds
            by Sprint PCS and will be pushed to the Service Area Network by
            Sprint PCS, not the vendor or Manager, unless Sprint PCS otherwise
            consents in advance in writing. Sprint PCS agrees to test the Vendor
            Software in Sprint PCS test beds within a reasonable period after
            Manager reasonably requests in writing.

      3. Interconnection [NEW]. Section 1.4 is amended to read as follows:

            If Manager desires to interconnect a portion of the Service Area
      Network with another carrier and Sprint PCS can interconnect with that
      carrier at a lower rate, then to the extent that applicable laws, tariffs
      and agreements permit, Sprint PCS will use commercially reasonable efforts
      to arrange for the interconnection under its agreements with the carrier
      within a commercially reasonable period. Sprint PCS will bill the
      interconnection fees to Manager at the actual cost paid by Sprint PCS to
      the carrier.

      4. Forecasting [NEW]. Section 1.6 is amended to read as follows:

            1.6 Forecasting. Manager and Sprint PCS will work cooperatively to
      generate mutually acceptable forecasts of important business metrics that
      they agree upon. The forecasts are for planning purposes only and do not
      constitute either party's obligation to meet the quantities forecast.

      5. Financing [Addm I, ss.3].

            (a) Section 1.7 is amended to read as follows:

            1.7 Financing. The construction and operation of the Service Area
      Network requires a substantial financial commitment by Manager. The manner
      in which Manager will finance the build-out of the Service Area Network
      and provide the necessary working capital to operate the business is
      described in detail on Exhibit 1.7. Manager will allow Sprint PCS an
      opportunity to review before filing any registration statement or
      prospectus or any amendment or supplement thereto and before distributing
      any offering memorandum or amendment or supplement thereto, and will not
      file or distribute any such document if Sprint PCS reasonably objects in
      writing on a timely basis to any portion of the document that refers to
      Sprint PCS, its Related Parties, their respective businesses, this
      agreement or the Services Agreement.

            (b) Section 3(b) of Addendum I is deleted.

      6. Ethical Conduct and Related Covenants [Addm I, ss.4]. Section 1.8 is
deleted.


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      7. Information [NEW]. Section 19 of Addendum I is deleted. A new section
1.9 is added to the Management Agreement.

            1.9 Access to Information.

                  1.9.1 Network Operations. Manager and Sprint PCS will have
      access to, and may monitor, record or otherwise receive, information
      processed through equipment, including switches, packet data switching
      nodes and cell site equipment, that relates to the provision of Sprint PCS
      Products and Services or to the provision of telecommunications services
      to Reseller Customers in the Service Area Network, if the access,
      monitoring, recording or receipt of the information is accomplished in a
      manner that:

                        (i) Does not unreasonably impede Manager or Sprint PCS
                  from accessing, monitoring, recording or receiving the
                  information,

                        (ii) Does not unreasonably encumber Manager's or Sprint
                  PCS' operations (including, without limitation, Sprint PCS'
                  real-time monitoring of the Sprint PCS Network status,
                  including the Service Area Network),

                        (iii) Does not unreasonably threaten the security of the
                  Sprint PCS Network,

                        (iv) Does not violate any law regarding the information,

                        (v) Complies with technical requirements applicable to
                  the Service Area Network,

                        (vi) Does not adversely affect any warranty benefiting
                  Manager or Sprint PCS (e.g., software warranties), and

                        (vii) With respect to the information processed through
                  Manager's equipment, including its switches, does not result
                  in a material breach of any agreement regarding the
                  information (e.g., national security agreements).

                  Sprint PCS and Manager will immediately notify the other party
      and reasonably cooperate to establish new procedures for allowing both
      Manager and Sprint PCS to access, monitor, record and receive the
      information in a manner that meets the criteria in clauses (i) through
      (vii) above if either Manager or Sprint PCS reasonably determines that the
      other party is accessing, monitoring, recording or receiving the
      information described in this section 1.9.1 in a manner that does not meet
      the criteria in clauses (i) through (vii) above. For the avoidance of
      doubt, all such information will be deemed Confidential Information under
      section 12.2.


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                  Manager owns the information processed through its equipment
      and regarding the performance of its equipment, except the Customer
      information owned by Sprint PCS as described in section 1.9.2. Each of
      Manager and Sprint PCS may use the information obtained under this section
      1.9.1 for any reasonable internal business purpose, during the term of and
      after termination of this agreement, the Services Agreement and the
      Trademark License Agreements, so long as the use would be in accordance
      with those agreements if those agreements were still in effect.

                  1.9.2 Customer Information. Manager is entitled to receive
      information Sprint PCS accesses, monitors, compiles, records or receives
      concerning the Service Area Network or the Customers with NPA-NXXs
      assigned to Manager's Service Area, subject to the terms of this section
      1.9.2 and section 1.9.3 and Manager's compliance with CPNI requirements
      imposed by the FCC and any other legal requirements applicable to the
      information.

                  Sprint PCS will provide the information in the format that
      Manager requests at no additional charge to Manager if Sprint PCS
      accesses, monitors, compiles, records, receives or reports for its own use
      the information specific to Manager that Manager requests in the same
      format as Manager requests. Sprint PCS will use commercially reasonable
      efforts to provide the information within 5 Business Days.

                  Sprint PCS will provide the information in the format that
      Manager requests if Sprint PCS accesses, monitors, compiles, records,
      receives or reports for its own use the information that Manager requests,
      but not in the same format that Manager requests, if Manager agrees to pay
      or reimburse Sprint PCS for the costs Sprint PCS reasonably incurs to
      reformat the information into the format requested by Manager. Sprint PCS
      will use commercially reasonable efforts to provide such requested
      information within 15 Business Days.

                  If Sprint PCS accesses, monitors, compiles, records or
      receives the information requested by Manager, but not in the same format
      that Manager requests, then Sprint PCS will provide the requested
      information as raw data, if:

                  (i) Sprint PCS chooses not to provide the information as
            described in the preceding paragraph, and

                  (ii) Manager agrees to pay or reimburse Sprint PCS for the
            costs Sprint PCS reasonably incurs.

      Sprint PCS will use commercially reasonable efforts to provide the raw
      data within 15 Business Days.

                  Sprint PCS owns the information regarding the Customers as it
      pertains to the use of a Sprint communications service subscribed to by
      any Customer. Each of Manager and Sprint PCS may use the information
      obtained


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      under this section 1.9.2 during the term of and after termination of this
      agreement, the Services Agreement and the Trademark License Agreements so
      long as the use would be in accordance with those agreements if those
      agreements were still in effect.

            1.9.3 Limitations and Obligations. Sprint PCS does not have to
      provide any information that Manager reasonably requests under this
      agreement or the Services Agreement that:

                        (i) Manager can obtain itself in accordance with section
                  1.9.1 (if Sprint PCS has provided Manager with any necessary
                  specifications requested by Manager as to how to obtain the
                  information), unless Sprint PCS already has the information in
                  its possession and has not previously delivered it to Manager,

                        (ii) Sprint PCS no longer maintains,

                        (iii) Manager has already received from Sprint PCS or
                  its Related Parties,

                        (iv) Sprint PCS does not access, monitor, record,
                  receive or report, or

                        (v) Sprint PCS must make system modifications to provide
                  the raw data, including without limitation modifying or adding
                  data fields or modifying code.

            Sprint PCS will provide Manager a copy of the then-current Sprint
      PCS document retention policy from time to time upon reasonable request.

            1.9.4 Contracts. Sprint PCS will disclose to Manager the relevant
      terms and conditions of any agreement between Sprint PCS and any third
      party:

                        (i) with which Manager must comply, directly or
                  indirectly, under the Management Agreement, the Services
                  Agreement or any Program Requirement,

                        (ii) from which Manager is entitled to any benefit, or

                        (iii) that relate to any pass-through amounts that
                  Sprint PCS charges Manager under this agreement or
                  Settled-Separately Manager Expenses under the Services
                  Agreement.

      In each case Sprint PCS' disclosure will be in sufficient detail to enable
      Manager to determine the obligations or benefits with which Manager must
      comply or benefit or the charges or expenses to be paid by Manager. Sprint
      PCS may provide to Manager copies of the agreements or the relevant terms
      and conditions of such


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      agreements in electronic format upon notice to Manager, including by
      posting the copies or relevant terms and conditions to a secure website to
      which Manager has access. Once each calendar year and from time to time
      when a change is effected to any relevant term or condition, Manager may
      request copies of the agreements that are not posted to the secure website
      or whose relevant terms and conditions are not posted to the secure
      website.

                  Sprint PCS will provide a copy of the agreement to Manager to
      the extent permissible by the terms of the agreement. Sprint PCS will
      allow Manager or its representatives to review a copy of the agreement to
      the extent permissible by the agreement if the agreement prohibits Sprint
      PCS from providing Manager a copy. Sprint PCS will satisfy the
      requirements of this section 1.9.4 if it chooses to provide a copy of the
      agreement in electronic form on a server that Sprint PCS designates.
      Sprint PCS will use commercially reasonable efforts to obtain the right
      from the third party, if required, to provide a complete copy to Manager
      of any agreement between Sprint PCS and any third party of the type
      described in this section 1.9.4.

      8. Most Favored Nation [NEW]. A new section 1.10 is added to the
Management Agreement:

            1.10 Subsequent Amendments to Other Managers' Management Agreements
      and Services Agreements. Manager has the right to amend the terms in its
      Management Agreement and Services Agreement as described in this section
      1.10 if during the period beginning on the date of this Addendum and
      ending December 31, 2006, any of the terms of an Other Manager's
      Management Agreement or Services Agreement are amended in any manner for
      any reason to be more favorable to the Other Manager than the terms of
      Manager's Management Agreement or Services Agreement are to Manager,
      subject to the following:

                  (a) Manager must elect to accept all, but not less than all,
            of the terms of the Other Manager's Management Agreement and
            Services Agreement agreed to since the Effective Date (including
            accepting existing terms that relate to the changes or terms that
            were previously changed and not previously accepted by Manager but
            that remain a part of the latest version of the Other Manager's
            agreement) (collectively, but excluding the changes described in
            paragraphs (b) and (c) below, the "Overall Changes").

                  (b) Manager will not be required to accept any changes
            involving payment of specific disputed amounts arising under the
            Management Agreement or Services Agreement of the Other Manager, and

                  (c) No amendments in Manager's Management Agreement and
            Services Agreement will be made to reflect changes made in an Other
            Manager's Management Agreement and Services Agreement if such
            changes are:


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                        (i) made solely because the Other Manager owns spectrum
                  on which all or a portion of its network operates, unless the
                  Other Manager acquired this spectrum from Sprint PCS or its
                  Related Parties after the Effective Date, or

                        (ii) compelled by a law, rule or regulation that applies
                  to the Other Manager, but not to Manager, or

                        (iii) made solely to modify the build-out plan.

            Sprint PCS will prepare and deliver to Manager either an addendum
      containing the Overall Changes that have been made to the Other Manager's
      agreements in all of its addenda or copies of the Other Manager's amended
      and restated Management Agreement, Services Agreement and Trademark
      License Agreements (in each case redacted to protect the identity of the
      Other Manager) within 10 Business Days after the later of (i) the
      effective date of the amendment or other instrument containing these
      changes, and (ii) the date of the amendment or other instrument. Manager
      then has 30 days to notify Sprint PCS that Manager wants the Overall
      Changes.

            If Manager does not notify Sprint PCS in this 30-day time period in
      writing that it wants the Overall Changes, no changes will be made in the
      agreements between Manager and Sprint PCS and Manager will be deemed to
      have waived its rights under this section 1.10 with respect to the Overall
      Changes.

            If Manager notifies Sprint PCS within the 30-day time period in
      writing that it wants the Overall Changes, Sprint PCS will prepare,
      execute and deliver to Manager an addendum reflecting the Overall Changes.
      The new addendum will have the same effective date as the addendum or the
      restated Management Agreement, Services Agreement and Trademark License
      Agreements between Sprint PCS and the Other Manager that gave rise to the
      new addendum. Manager will have 15 days to review the new addendum and
      notify Sprint PCS if Manager determines any inaccuracies are reflected in
      the new addendum. Sprint will correct those inaccuracies and provide a
      corrected new addendum to Manager within 10 Business Days after Manager's
      notification.

            No changes will be made in the agreements between Manager and Sprint
      PCS if Manager does not execute and return the signed addendum within 30
      days after receipt of the signed addendum (or the corrected signed
      addendum, if applicable, pursuant to the previous paragraph), in which
      case Manager will be deemed to have waived its rights under this section
      1.10 with respect to the Overall Changes contained in the addendum
      presented.

            If Manager and Sprint PCS disagree as to whether the terms of the
      signed addendum accurately reflect the Overall Changes, then the parties
      will submit to binding arbitration in accordance with section 14.2,
      excluding the escalation


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      process set forth in section 14.1. If the arbiter rules in favor of
      Manager, then Sprint PCS will make changes to the signed addendum that are
      necessary to reflect the arbiter's ruling, submit the revised signed
      addendum to Manager within 10 days after receipt of the arbiter's ruling
      and pay all of Manager's expenses and attorneys' fees related to the
      arbitration. If the arbiter rules in favor of Sprint PCS, then Manager
      may: (i) execute the signed addendum as proffered to Manager within 10
      days after Manager's receipt of the arbiter's ruling or (ii) decline to
      accept the addendum and pay all of Sprint PCS' expenses and attorneys'
      fees related to the arbitration.

            The parties acknowledge that Sprint PCS can disclose to Manager who
      the Other Manager is that gave rise to the proposed addendum only if the
      Other Manager agrees to the disclosure.

            Sprint PCS represents and warrants to Manager that this Addendum V
      in all material respects reflects the terms of the most recently executed
      addendum between an Other Manager and Sprint PCS to implement the new
      simplified pricing and cash settlement process and the other modifications
      to the Management Agreement, the Services Agreement, the Trademark License
      Agreements and the Schedule of Definitions, except for the provisions in
      this Addendum V that have been revised because of negotiations between
      Sprint and Manager.

      9. Revised Build-Out Plan. [Addm III, ss.1; revised by this Addendum]. The
Exhibit 2.1 Build-out Plan Phase Description, Build-out plan Table, and
Build-Out Plan Map in the Management Agreement dated November 5, 1999, was: (a)
amended by the Amended Exhibit 2.1 Build-out Plan Description, Build-out Plan
Table, and Build-out Plan Map (revised effective September 26, 2001) attached to
Addendum III and (b) supplemented on July 17, 2002, by a supplemental Build-out
Plan Description and a new Build-out Map through the Build-out Plan Approval
Process. Sprint PCS acknowledges that Manager has complied with all of the
Build-out Plan requirements as of the Effective Date of this Addendum V. Any
additional Build-out Plan requirements will be subject to section 2.5.

      10. Exclusivity of Service Area [Addm I, ss.5]. Section 2.3 is amended to
read as follows:

            2.3 Exclusivity of Service Area. Manager will be the only person or
      entity that is a manager or operator for Sprint PCS with respect to the
      Service Area and neither Sprint PCS nor any of its Related Parties will
      own, operate, build, manage or contract with any other person or entity to
      own, operate, build or manage another wireless mobility communications
      network in the Service Area so long as this agreement remains in full
      force and effect and there is no Event of Termination that has occurred
      giving Sprint PCS the right to terminate this agreement, except that:

                  (a) Sprint PCS may cause Sprint PCS Products and Services to
            be sold in the Service Area through the Sprint PCS National Accounts
            Program


                                       13
<PAGE>

            Requirements and Sprint PCS National or Regional Distribution
            Program Requirements;

                  (b) A reseller of Sprint PCS Products and Services may sell
            its products and services in the Service Area so long as such resale
            is not contrary to the terms and conditions of this agreement; and

                  (c) Sprint PCS and its Related Parties may engage in the
            activities described in sections 2.4(a) and 2.4(b) with Manager in
            the geographic areas within the Service Area in which Sprint PCS or
            any of its Related Parties owns an incumbent local exchange carrier
            as of the date of this agreement.

      11. Coverage Enhancement [New]. Section 2.5 is replaced by the following
language:

            2.5 Manager's Right of First Refusal For New Coverage Build-out.
      Sprint PCS grants to Manager the right of first refusal to build-out New
      Coverage. Sprint PCS will give to Manager a written notice of a New
      Coverage within the Service Area that Sprint PCS decides should be
      built-out. Manager must communicate to Sprint PCS within 90 days after
      receipt of the notice whether it will build-out the New Coverage,
      otherwise Manager's right of first refusal terminates with regard to the
      New Coverage described in the notice.

            If Manager decides to build-out the New Coverage, then Manager and
      Sprint PCS will diligently negotiate and execute an amendment to the
      Build-out Plan and proceed as set forth in sections 2.1 and 2.2. The
      amended Build-out Plan will contain critical milestones that provide
      Manager a commercially reasonable period in which to implement coverage in
      the New Coverage. In determining what constitutes a "commercially
      reasonable period" as used in this paragraph, the parties will consider
      several factors, including local zoning processes and other legal
      requirements, weather conditions, equipment delivery schedules, the need
      to arrange additional financing, and other construction already in
      progress by Manager. Manager will construct and operate the network in the
      New Coverage in accordance with the terms of this agreement. For avoidance
      of doubt, the New Coverage area will be included in the Service Area
      Network.

            If Manager declines to exercise its right of first refusal or
      Manager fails to build out the New Coverage in accordance with the amended
      Build-out Plan, then Sprint PCS may construct the New Coverage itself or
      allow a Sprint PCS Related Party or an Other Manager to construct the New
      Coverage. Sprint PCS has the right, in a New Coverage that it constructs
      or that a Sprint PCS Related Party or an Other Manager constructs, to
      manage the network, allow a Sprint PCS Related Party to manage the
      network, or hire an Other Manager to operate the network in the New
      Coverage. Any New Coverage that Sprint PCS, a Sprint PCS Related Party or
      an Other Manager builds out is deemed removed from the Service Area


                                       14
<PAGE>

      and the Service Area Exhibit is deemed amended to reflect the change in
      the Service Area.

            Notwithstanding the preceding paragraphs in this section 2.5, the
      capacity and footprint parameters contained in the amended Build-out Plan
      will not be required to exceed the parameters adopted by Sprint PCS in
      building out all of its comparable service area, unless such build-out
      relates to an obligation regarding the Service Area Network mandated by
      law. When necessary for reasons related to new technical standards, new
      equipment or strategic reasons, Sprint PCS decides that New Coverage
      within the Service Area should be built-out concurrently with Sprint PCS'
      build-out, Sprint PCS will reimburse Manager for its costs and expenses if
      Sprint PCS discontinues its related build-out.

            If Manager does not exercise its right of first refusal with respect
      to a New Coverage, Manager's right of first refusal does not terminate
      with respect to the remainder of the Service Area.

            At Manager's request, Sprint PCS and Manager will discuss Manager's
      interest in expanding its Service Area and its build-out plans with
      respect to the expanded area.

      12. Long-Distance Pricing [NEW]. Section 7 of Addendum I is deleted.
Additionally, section 3.4 of the Management Agreement is amended to read as
follows:

            3.4 IXC Services.

            3.4.1. Customer Long Distance. Sprint PCS and Manager will from time
      to time mutually define local calling areas in the Service Areas of
      Manager that Sprint PCS and Manager will use to determine when a customer
      will be billed for a "long distance call" under the applicable rate plan
      of the Customer. The parties acknowledge that these local calling areas
      (i) may change in geographic scope in response to competitive pressures or
      perceived market opportunities, and (ii) may not be able to be changed
      because of regulatory, industry, or system limitations. The parties will
      not use local calling areas to determine "long distance telephony
      services" under section 3.4.2. If the parties cannot agree on the extent
      of the local calling area they will resolve the matter through the dispute
      resolution process in section 14.

            3.4.2. Long Distance Services

            (a) Required purchase. Manager must obtain (i) long-distance
      telephony services through Sprint PCS or its Related Parties to provide
      long-distance service to users of the Sprint PCS Network and (ii)
      telephony services through Sprint PCS or its Related Parties to connect
      the Service Area Network with the national platforms that Sprint PCS uses
      to provide services to Manager under this agreement or the Services
      Agreement. The term "long distance telephony service" means any


                                       15
<PAGE>

      inter-LATA call for purposes of section 3.4.2 as it relates to
      long-distance telephony services provided to users of the Sprint PCS
      Network.

            (b) Pricing and procedure. Sprint PCS will purchase for Sprint PCS,
      Manager and Other Managers telephony services used in the Sprint PCS
      Network from Sprint Communications Company L.P. or its Related Parties
      ("SCCLP") as described in section 3.4.2(a) above. Sprint PCS will purchase
      these telephony services at a price and terms at least as favorable to
      Sprint PCS, Manager and the Other Managers (considering Sprint PCS,
      Manager and the Other Managers as a single purchaser) as the best prices
      and terms SCCLP offers to any wholesale customer of SCCLP in similar
      situations when taking into account all relevant factors (e.g., volume,
      peak/off-peak usage, length of commitment). Sprint PCS will pay the
      invoice from SCCLP, except for items that SCCLP directly bills under
      section 3.4.2(c). Sprint PCS will bill long-distance telephony services to
      Manager as an activity settled separately under the Services Agreement the
      portion of the fees billed to Sprint PCS that relate to Manager's
      operations and the activity of all Customers and Reseller Customers in the
      Service Area, except for items SCCLP directly bills under section
      3.4.2(c). Sprint PCS will recover charges associated with telephony
      services described in section 3.4.2(a)(ii) within the CCPU Services under
      the Services Agreement.

            If Sprint Corporation no longer has its "PCS" tracking stock, Sprint
      PCS will include the volume of telephony services of Manager and Other
      Managers with the volume of Sprint PCS when negotiating the Sprint PCS
      rate with the long distance division of Sprint Corporation (currently
      SCCLP). The long distance division will continue to provide telephony
      services to Sprint PCS for a price and upon terms based on the same
      relevant factors described in the preceding paragraph and in the same
      manner that it has under the present tracking stock policy.

            (c) Call routing. Manager, acting as a single purchaser, may
      purchase private line capacity (or other forms of capacity) from SCCLP for
      inter-LATA calls to the extent that this capacity can be obtained on terms
      more favorable to Manager (acting as a single purchaser). SCCLP will sell
      that capacity to Manager at the best price that SCCLP offers to third
      parties in similar situations when taking into account all relevant
      factors. SCCLP will directly bill Manager for any purchase by Manager of
      capacity under this section 3.4.2(c). The terms of section 1.3 do not
      apply to purchases of capacity in this section 3.4.2(c).

            (d) Pre-existing agreement. If before the date Addendum V to this
      agreement is signed, Manager is bound by an agreement for long distance
      services or an agreement for private line service and the agreement was
      not made in anticipation of this agreement or Addendum V, then the
      requirements of this section 3.4.2 do not apply during the term of the
      other agreement. If the other agreement terminates for any reason, then
      the requirements of this section 3.4.2 do apply from and after the
      termination.


                                       16
<PAGE>

            (e) Resale. Manager may not resell the long-distance telephony
      services acquired under this section 3.4.2. For purposes of clarification,
      resale under this section 3.4.2(e) includes Manager selling minutes to
      carriers for ultimate resale to end users under a brand other than
      "Sprint" or selling minutes to end users under a brand other than
      "Sprint". Manager may engage in the following activities (i.e., these
      activities are not treated as resale of long-distance telephony services):

            (1) the transport of long-distance calls for Customers under section
      3.4.2(a),

            (2) the transport of long-distance calls for resellers under section
      3.5, and

            (3) the transport of long-distance calls for roaming under section
      4.3.

      13. Voluntary Resale of Products and Services [Addm I, ss.9]. The second
sentence of the second paragraph of section 3.5.2 is amended to read as follows:
"If Manager wants handsets of subscribers of resellers with NPA-NXXs of Manager
to be activated, Manager must agree to comply with the terms of the program,
including its pricing provisions."

      14. Intra-LATA Calls and Backhaul Services [NEW]. Section 13 of Addendum I
is deleted. Additionally, section 3.7 of the Management Agreement is amended to
read as follows:

            3.7 Intra-LATA Calls and Backhaul Services. Manager, acting as a
      single purchaser, may purchase capacity (including private line capacity)
      from SCCLP for (a) intra-LATA calls and (b) backhaul services. SCCLP will
      sell that capacity to Manager at the best price that SCCLP offers to third
      parties in similar situations when taking into account all relevant
      factors.

            Manager will offer to Sprint PCS or one of its Related Parties the
      right to make to Manager the last offer to provide capacity for (a)
      intra-LATA calls and (b) backhaul services for the Service Area Network
      if:

                  (i) Manager decides to use third parties for (a) intra-LATA
            calls and (b) backhaul services rather than self-provisioning the
            capacity or purchasing the capacity from Related Parties of Manager,
            and

                  (ii) Sprint PCS or one of its Related Parties has provided
            evidence to Manager that SCCLP or one of its Related Parties has
            facilities to provide the capacity requested.

            Manager will deliver to Sprint PCS the terms under which the third
      party will provide the capacity. For the avoidance of doubt, such
      information will be deemed Confidential Information under section 12.2.
      Sprint PCS or one of its Related Parties will have a reasonable time to
      respond to Manager's request for last


                                       17
<PAGE>

      offer to provide pricing for capacity for (a) intra-LATA calls and (b)
      backhaul services, which will be no greater than 5 Business Days after
      receipt of the request for the pricing and the third party's terms from
      Manager. Manager will acquire capacity for (a) intra-LATA calls and (b)
      backhaul services from Sprint PCS or one of its Related Parties if Sprint
      PCS or one of its Related Parties offers Manager pricing and other terms
      for (a) intra-LATA calls and (b) backhaul services for the Service Area
      Network that matches the terms, including pricing, or is better than the
      terms and lower than the pricing offered by the third party. For purposes
      of this section 3.7, the term "backhaul" means the provision of services
      from a cell site of Manager to the corresponding switch associated with
      the cell site. For avoidance of doubt, backhaul includes both inter-LATA
      and intra-LATA services.

            If Manager has an agreement for these services in effect as of the
      date Addendum V is signed and the agreement was not made in anticipation
      of this agreement or Addendum V, then the requirements of this section 3.7
      do not apply during the term of the other agreement. If the other
      agreement terminates for any reason, then the requirements of this section
      3.7 do apply from and after the termination.

            The requirements of this section 3.7 do not apply at any time with
      respect to such services so long as such services are provided by a
      Related Party of Manager or by Valley Network Partnership and so long as
      Sprint PCS or Manager is a partner of Valley Network Partnership.

      15. Sprint PCS Roaming and Inter Service Area Program Requirements [NEW].
The second paragraph of section 4.3 is amended to read as follows:

            Section 10.4.1 sets forth the settlement process that distributes
      between the members making up the Sprint PCS Network (i.e., Sprint PCS,
      Manager and all Other Managers) a fee for use of the Sprint PCS Network
      and the Service Area Network (the "Inter Service Area Fee").

      16. Changes to Program Requirements [NEW].

      (a) The first sentence of section 9.2(e) is amended to read as follows:

            Manager must implement any changes in the Program Requirements
      within a commercially reasonable period of time unless Sprint PCS
      otherwise consents, subject to section 9.3.

      (b) The last sentence of section 9.2 is amended to read as follows:

            Subject to Sprint PCS' obligation to reimburse Manager under section
      9.3, any costs and expenses incurred by Manager in connection with
      conforming to any change to the Program Requirements during the term of
      this agreement are the responsibility of Manager.


                                       18
<PAGE>

      (c) Section 9.3 is amended to read as follows:

            9.3 Manager's Rights regarding Changes to Program Requirements.

            9.3.1 Parameters for Required Program Requirement Implementation.
      (a) Manager may decline to implement a Non-Capital Program Requirement
      Change if Manager determines that the Non-Capital Program Requirement
      Change will satisfy any of the following tests:

                        (A) individually cause the combined peak negative cash
                  flow of Manager to be an amount greater than 3% of Manager's
                  Enterprise Value, or

                        (B) when combined with original assessments made under
                  clause (A) above of all other Program Requirement Changes that
                  Sprint PCS announced and Manager agreed to implement or
                  Manager otherwise was required to implement in accordance with
                  section 9.3.4, both within the preceding 12 calendar months,
                  cause the combined cumulative peak negative cash flow of
                  Manager to be an amount greater than 5% of Manager's
                  Enterprise Value, or

                        (C) individually cause a decrease in the forecasted
                  5-year discounted cash flow of Manager (at Manager's
                  appropriate discount rate) of more than 3% on a combined net
                  present value basis, or

                        (D) when combined with original assessments made under
                  clause (C) above of all other Program Requirement Changes that
                  Sprint PCS announced and Manager agreed to implement or
                  Manager otherwise was required to implement in accordance with
                  section 9.3.4, both within the preceding 12 calendar months,
                  cause a decrease in the forecasted 5-year discounted cash flow
                  of Manager's (at Manager's appropriate discount rate) of more
                  than 5% on a combined net present value basis.

            The term "Non-Capital Program Requirement Change" means a Program
      Requirement Change that does not require Manager to make any capital
      expenditures in excess of 5% of Manager's capital budget as approved by
      the Manager's board of directors for the fiscal year in which the Program
      Requirement Change is requested, but does not include changes to the
      Trademark Usage Guidelines, the Marketing Communications Guidelines, and
      the Sprint PCS National or Regional Distribution Program Requirements.

      If Manager declines to implement any Non-Capital Program Requirement
      Change, Manager must give Sprint PCS within 10 Business Days after Sprint
      PCS provides Manager with notice of the Program Requirement Change:


                                       19
<PAGE>

                        (i) written notice that Manager declines to implement
                  the Non-Capital Program Requirement Change, and

                        (ii) a written assessment of the impact of the
                  Non-Capital Program Requirement Change on Manager using the
                  parameters set forth in subparagraphs (A) through (D) above.

            (b) Manager has the right to decline to implement any Capital
      Program Requirement Change if Manager determines that the Capital Program
      Requirement Change will have a negative net present value applying a
      5-year discounted cash flow model.

            The term "Capital Program Requirement Change" means any Program
      Requirement Change that requires an expenditure of capital by Manager that
      is greater than 5% of Manager's capital budget as approved by the
      Manager's board of directors for the fiscal year in which the Program
      Requirement Change is requested, but does not include changes to the
      Trademark Usage Guidelines, the Marketing Communications Guidelines, and
      the Sprint PCS National or Regional Distribution Program Requirements.

            If Manager declines to implement any Capital Program Requirement
      Change, Manager must give Sprint PCS within 10 Business Days after Sprint
      PCS provides Manager with notice of the Program Requirement Change:

                        (i) written notice that Manager declines to implement
                  the Capital Program Requirement Change, and

                        (ii) a written assessment of the impact of the Capital
                  Program Requirement Change on Manager using the parameter set
                  forth above.

            Manager must implement a Capital Program Requirement Change if:

                        (i) the capital requirement associated with such Program
                  Requirement Change is for a network capacity expansion due to
                  a change in a service plan, provided that implementing the
                  Program Requirement Change will not exceed any of the
                  parameters described in section 9.3.1(a), or

                        (ii) the capital requirement associated with such
                  Program Requirement Change is necessary to comply with network
                  performance standards required under this agreement.

            If Manager has the right to decline a Non-Capital Program
      Requirement Change, Sprint PCS may modify the scope of the Non-Capital
      Program Requirement Change in all or certain of Manager's markets so that
      the modified Non-Capital Program Requirement Change does not satisfy any
      of the tests in


                                       20
<PAGE>

      section 9.3.1(a), in which case Manager will implement the modified
      Non-Capital Program Requirement Change. Section 9.3.2 governs any
      disagreement between the parties regarding the determination if the
      Non-Capital Program Requirement Change satisfies any of the tests in
      section 9.3.1(a).

            If Manager has the right to decline a Capital Program Requirement
      Change, Sprint PCS may modify the scope of the Capital Program Requirement
      Change in all or certain of Manager's markets so that the modified Capital
      Program Requirement Change does not satisfy the test in section 9.3.1(b),
      in which case Manager will implement the modified Capital Program
      Requirement Change. Section 9.3.2 governs any disagreement between the
      parties regarding the determination if the Capital Program Requirement
      Change satisfies the test in section 9.3.1(b).

            9.3.2. Disagreement with Assumptions or Methodology. Sprint PCS must
      notify Manager of any disagreement with Manager's assumptions or
      methodology within 10 days after its receipt of Manager's assessment under
      section 9.3.1. Manager will not be required to implement the Program
      Requirement Change if Sprint PCS fails to notify Manager of any
      disagreement within this 10-day period unless Sprint PCS requires such
      compliance under section 9.3.3 below. Either party may escalate the review
      of the assumptions and methodology underlying the assessment to the
      parties' respective Chief Financial Officers if Sprint PCS disagrees with
      Manager's assessment and the parties are unable to agree on the
      assumptions and methodology within 20 days after Sprint PCS notifies
      Manager of the disagreement.

            The parties will mutually select an independent investment banker in
      the wireless telecommunications industry ("Investment Banker") to
      determine whether the implementation of the Program Requirement Change
      will exceed one of the parameters if Sprint PCS and Manager are unable to
      agree on the assumptions and methodology to perform the calculations
      within 30 days after Sprint PCS notifies Manager of the disagreement. The
      American Arbitration Association will select the Investment Banker if the
      parties do not select the Investment Banker within 50 days after Sprint
      PCS notifies Manager of the disagreement. Sprint PCS and Manager will
      cooperate fully and provide all information that the Investment Banker
      reasonably requests. But any Investment Banker that the American
      Arbitration Association selects, and its investment bank, must have no
      current engagement with either Manager or Sprint PCS and must not have
      been engaged by either such party within the 12 calendar months preceding
      the engagement under this section. A business relationship between Manager
      or Sprint PCS and a commercial bank or other organization affiliated with
      an investment bank will not disqualify the investment bank. The Investment
      Banker will have 20 days from the date of engagement to make its decision.

            Manager will pay any Investment Banker's fees and implement the
      Program Requirement Change if the parties agree or the Investment Banker
      determines that


                                       21
<PAGE>

      implementing the Program Requirement Change will not exceed any of the
      parameters described in section 9.3.1.

            9.3.3 One or More Parameters Exceeded. Sprint PCS will pay the
      Investment Banker's fees if the parties agree or the Investment Banker
      determines that implementing the Program Requirement Change will exceed at
      least one of the parameters described in section 9.3.1. Sprint PCS may
      require Manager to implement the Program Requirement Change whether the
      parties agree or disagree or the Investment Banker determines that
      implementing the Program Requirement Change will exceed at least one of
      the parameters described in section 9.3.1, if Sprint PCS agrees to
      compensate Manager the amount necessary to prevent Manager from exceeding
      the parameters set forth in section 9.3.1.

            9.3.4 Changes with Respect to Pricing Plans and Roaming Program
      Requirements. Manager will implement a change with respect to the
      following in the manner requested by Sprint PCS, even if Manager
      determines that implementing the change will have an adverse impact on
      Manager that meets or exceeds the tests set forth in section 9.3.1(a) or
      section 9.3.1(b):

                        (i) relates to a pricing plan under section 4.4 or a
                  roaming program, and

                        (ii) Sprint PCS reasonably determines must be
                  implemented on an immediate or expedited basis to respond to
                  competitive market forces.

            Manager's implementation of the change will not adversely affect
      Manager's right to object to the implementation of the change. Manager
      will continue to comply with the change if the parties agree or the
      Investment Banker determines (using the procedure described in section
      9.3.2) that implementing the change will not exceed any of the parameters
      described in section 9.3.1(a) or section 9.3.1(b). If Sprint PCS does not
      successfully challenge Manager's assessment of the adverse impact of the
      change on Manager in accordance with section 9.3.2, Sprint PCS can require
      Manager either to:

                        (i) continue to comply with the change and compensate
                  Manager in the amount necessary to reimburse Manager for any
                  reasonable costs, expenses or losses that Manager incurs as a
                  result of its implementation of the change net of any benefit
                  that Manager receives, to the extent the costs, expenses and
                  losses net of the benefits exceed the parameters set forth in
                  section 9.3.1(a) or section 9.3.1(b), or

                        (ii) terminate its continued compliance with the change
                  and compensate Manager in the amount necessary to reimburse
                  Manager for any reasonable costs, expenses or losses that
                  Manager


                                       22
<PAGE>

                  incurs as a result of its implementation of the change net of
                  any benefit that Manager receives.

            Manager cannot terminate its continued compliance if Sprint PCS
      elects to require Manager's continued compliance with the change under
      section 9.3.3 above.

            For the avoidance of doubt, Sprint PCS' right to receive revenue
      under section 9.4 does not apply to any change with respect to which
      Manager is reimbursed under section 9.3.

      (d) A new section 9.7 is added to the Management Agreement:

            9.7 Review of Program Requirements; Unilateral Changes.

                  (a) Within 120 days after the Effective Date of Addendum V
            Sprint PCS will review all outstanding Program Requirements to
            determine if they need to be revoked, amended or left in place. Any
            amendment to a Program Requirement will be implemented in accordance
            with section 9.2, subject to section 9.3 with respect to amendments.

                  (b) Sprint PCS and Manager will in good faith attempt to
            mutually agree on how to mitigate the adverse economic impact on
            Manager of the exercise of any unilateral right of Sprint PCS under
            this agreement, the Services Agreement and either Trademark License
            Agreement to the extent Manager believes such change will have a
            significant adverse economic impact on Manager's operations, except
            with respect to changes involving Sprint PCS National or Regional
            Distribution Program Requirements. For purposes of clarification,
            the parties intend the preceding sentence to obligate them to a
            robust discussion and open dialogue but understand the discussion
            and dialogue may not lead to any particular solution of the issues
            raised by Manager or Sprint PCS. By way of illustration, under the
            second preceding sentence if Manager believed that the exercise of
            the unilateral right to change the Trademark Usage Guidelines or the
            designation of Sprint PCS Products and Services had an adverse
            economic impact on Manager, then Manager and Sprint PCS will in good
            faith attempt to mutually agree on how to mitigate the adverse
            impact on Manager.

                  (c) Sprint PCS will use reasonable efforts to discuss with
            Manager new proposed pricing plans and marketing initiatives and
            other significant proposed changes in business operations. Sprint
            PCS will consider reasonable requests by Manager to opt out of
            pricing plans and marketing initiatives. Nothing in this Addendum V
            is intended to supersede prior agreements between Sprint PCS and
            Manager with respect to current pricing plans and promotions, but
            subsequent significant changes to such prior pricing plans and
            promotions are subject to the terms of this Addendum V.


                                       23
<PAGE>

      (f) A new section 9.8 is added to the Management Agreement.

            9.8 Breach for Failure to Implement Program Requirement.

            Manager will be in material breach of a material term and Sprint PCS
      may exercise its rights under section 11 if Manager declines to implement
      a Program Requirement when required to do so under this agreement, subject
      to Manager's rights under section 11.3.3.

      17. Fees [NEW]. Article 10 of the Management Agreement is amended to read
as follows:

                                    10. FEES

            10.1 General. Sprint PCS and Manager will pay to each other the fees
      and apply the credits in the manner described in this section 10. The
      amounts that Sprint PCS is paid or retains are for all obligations of
      Manager under this agreement. Many of the definitions for the fees in
      section 10.2 are found in section 10.3.

            10.2 Fees.

                  10.2.1 Fee Based on Billed Revenue. Sprint PCS will pay to
      Manager the Fee Based on Billed Revenue as determined in this section
      10.2.1.

                  "Billed Revenue" is all customer account activity (e.g., all
      activity billed, attributed or otherwise reflected in the customer account
      but not including Customer Credits) during the calendar month for which
      the fees and payments are being calculated (the "Billed Month") for Sprint
      PCS Products and Services related to all Customer accounts within a
      customer service area ("CSA") assigned to the Service Area, except (i)
      Outbound Roaming Fees, (ii) amounts handled separately in this section 10
      (including the amounts in sections 10.2.3 through 10.2.6, 10.4 and 10.8),
      (iii) amounts collected from Customers and paid to governmental or
      regulatory authorities (e.g., Customer Taxes and USF Charges), and (iv)
      other amounts identified in this agreement as not included in Billed
      Revenue (these Customer accounts being "Manager Accounts").

                  Billed Revenue does not include new activity billed to the
      Customer solely to recover costs incurred by Sprint PCS, Manager or both
      related solely to such new activity. Manager and Sprint PCS will share the
      revenues from this billing in proportion to the costs they incur.

                  For purposes of clarification, the parties have in place
      procedures to assign Customers to CSAs and expect those procedures to
      remain in place after the Effective Date.


                                       24
<PAGE>

                  If Sprint PCS or Manager develops products or services that
      bundle Sprint PCS Products and Services with other products or services
      (e.g., local service or broadband wireline service), then Sprint PCS and
      Manager will use commercially reasonable efforts to agree on the proper
      allocation of revenue, bad debt expenses, credits and promotions for the
      bundled products and services. To the extent that such bundled services
      are included on the same Customer invoice, the parties will negotiate in
      good faith to determine how credits, deposits and payments for such
      services are to be applied. If the parties are unable to agree, Manager
      may decline to participate in the bundling of such services.

                  Sprint PCS will reasonably determine the amount of credits
      applied to Manager Accounts during the Billed Month ("Customer Credits").

                  "Net Billed Revenue" for a Billed Month is the amount of the
      Billed Revenue less the Customer Credits.

                  The "Fee Based on Billed Revenue" for a Billed Month is equal
      to 92% of (a) Net Billed Revenue, less (b) the Allocated Write-offs for
      Net Billed Revenue.

                  10.2.2 Outbound Roaming Fee. Sprint PCS will pay to Manager a
      fee equal to the amount of Outbound Roaming Fees that Sprint PCS or its
      Related Parties bills to Manager Accounts, less the Allocated Write-offs
      for Outbound Roaming Fees. For purposes of clarification, Sprint PCS will
      settle separately with Manager the direct cost of providing the capability
      for the Outbound Roaming, including any amounts payable to the carrier
      that handled the roaming call and the clearinghouse operator for Outbound
      Roaming.

                  10.2.3 Phase II E911 Surcharges. Sprint PCS will pay to
      Manager a fee equal to a portion of the E911 Phase II Surcharges
      (attributable to incremental costs for Phase II E911, including but not
      limited to related handset costs, routing costs, implementation costs,
      trunks and testing costs, and anticipated write-offs for bad debt) billed
      during the Billed Month to Customers with an NPA-NXX assigned to the
      Service Area, less the Allocated Write-offs for that portion of E911 Phase
      II Surcharges in the Billed Month. The portion of the billed amount
      attributed to Manager will be based on Manager's proportional cost (as
      compared to Sprint PCS' proportional cost) to comply with Phase II of the
      E911 requirements. Sprint PCS will determine from time to time the rate
      billed to Customers related to Phase II E911 and the portion payable to
      Manager.

                  10.2.4 Wireless Local Number Portability Surcharges. Sprint
      PCS will pay to Manager a fee equal to a portion of the Wireless Local
      Number Portability Surcharges ("WLNP Surcharges") billed during the Billed
      Month to Customers with an NPA-NXX assigned to the Service Area, less the
      Allocated Write-offs for that portion of the WLNP Surcharges in the Billed
      Month. The portion of the billed amount attributed to Manager will be
      based on Manager's proportional cost (as compared to Sprint PCS'
      proportional cost) to comply with


                                       25
<PAGE>

      Wireless Local Number Portability requirements. Sprint PCS will determine
      from time to time the rate billed to Customers related to WLNP Surcharges
      and the portion payable to Manager.

                  10.2.5 Customer Equipment Credits. Sprint PCS will apply as a
      credit to any other fees under this section 10.2 owing by Sprint PCS to
      Manager an amount equal to the amount of the Customer Equipment Credits
      less the Allocated Write-offs for Customer Equipment Credits.

                  10.2.6 Write-offs for Customer Equipment Charges. Sprint PCS
      will apply as a credit to any other fees under this section 10.2 owing by
      Sprint PCS to Manager an amount equal to the amount of the Allocated
      Write-offs for Customer Equipment Charges.

            10.3 Definitions used in fee calculations

                  10.3.1 Write-offs. Sprint PCS will determine, in its
      reasonable discretion, the amounts written off net of deposits applied
      (the "Write-offs") in the Sprint PCS billing system during the Billed
      Month relating to Manager Accounts.

                        10.3.2 Billed Components. Each of the following amounts
      is referred to as a "Billed Component" and collectively they are referred
      to as the "Billed Components".

                        10.3.2.1 Net Billed Revenue. The amount determined as
      described in section 10.2.1.

                        10.3.2.2 Customer Equipment Credits. The reductions of
      amounts billed to Manager Accounts related to the sale of handsets and
      handset accessories from Sprint PCS inventory are referred to as "Customer
      Equipment Credits". This is a negative amount that reduces the Amount
      Billed (Net of Customer Credits).

                        10.3.2.3 100% Affiliate Retained Amounts. The amounts
      referred to as "100% Affiliate Retained Amounts" on Exhibit 10.3, to which
      Manager is entitled to 100% of the amounts that Customers are billed for
      such items.

                        10.3.2.4 100% Sprint PCS Retained Amounts. The amounts
      referred to as "100% Sprint PCS Retained Amounts" on Exhibit 10.3, to
      which Sprint PCS is entitled to 100% of the amounts that Customers are
      billed for such items.

                        10.3.2.5 Customer Equipment Charges. The amounts that
      Sprint PCS bills to Manager Accounts for subscriber equipment and
      accessories sold or leased are referred to as "Customer Equipment
      Charges".


                                       26
<PAGE>

                        10.3.2.6 E911 Phase II Surcharges. The amounts that
      Sprint PCS bills to Manager Accounts to recover all costs related to Phase
      II E911 functionality are referred to as "E911 Phase II Surcharges".

                        10.3.2.7 USF Charges. The amounts that Sprint PCS bills
      to Manager Accounts relating to Universal Service Funds are referred to as
      "USF Charges".

                        10.3.2.8 WLNP Surcharges. The amounts that Sprint PCS
      bills to Manager Accounts to recover costs related to WLNP activities.

                  10.3.3 Amount Billed (Net of Customer Credits). The "Amount
      Billed (Net of Customer Credits)" for a Billed Month is equal to the sum
      of the Billed Components.

                  10.3.4 The Allocated Write-offs. The "Allocated Write-offs"
      for all or a portion of a Billed Component in a Billed Month is the
      Write-offs for the Billed Month times the amount of the Billed Component
      (or portion thereof) divided by the Amount Billed (Net of Customer
      Credits).

            10.4 Other Fees and Payments. Sprint PCS and Manager will pay to
      each other the fees and payments described below:

                  10.4.1 Inter Service Area Fees and Reseller Customer Fees.

                        10.4.1.1 Inter Service Area Fee and Reseller Customer
      Fee Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as set
      forth in this section 10.4.1 for each billed minute or kilobyte of use
      that a Customer with an NPA-NXX assigned to the Service Area uses a
      portion of the Sprint PCS Network other than the Service Area Network.
      Sprint PCS will pay to Manager an Inter Service Area Fee for each billed
      minute or kilobyte of use that a Customer whose NPA-NXX is not assigned to
      the Service Area Network uses the Service Area Network. Sprint PCS will
      pay to Manager the fees set forth in this Section 10.4.1 for each billed
      minute or kilobyte of use that a Reseller Customer uses the Service Area
      Network unless otherwise negotiated (such fees are referred to in this
      agreement as "Reseller Customer Fees").

                        Sprint may not amend, modify or change in any manner the
      Inter Service Area Fees between Sprint PCS and Manager or Reseller
      Customer Fees and other matters set forth in this section 10.4.1 without
      Manager's prior written consent. For purposes of clarification, the
      parties do not intend the above sentence to limit Sprint PCS' ability to
      negotiate fees with resellers.

                        Sprint PCS will not be obligated to pay Manager those
      Inter Service Area Fees not received by Sprint PCS from an Other Manager
      who is a debtor in a bankruptcy proceeding with respect to Inter Service
      Area Fees that Sprint PCS owes Manager because of CSAs assigned to such
      Other Manager's


                                       27
<PAGE>

      Service Area traveling in the Service Area. For clarification purposes,
      Sprint PCS does not have to advance the Inter Service Area Fees for the
      Other Manager who is involved in the bankruptcy proceeding to Manager, to
      the extent that the Other Manager fails to pay the Inter Service Area
      Fees. Manager bears the risk of loss of the Other Manager who is involved
      in the bankruptcy proceeding not paying the Inter Service Area Fees to
      Sprint PCS.

                        If relief is ordered under title 11 of the United States
      Code for an Other Manager or an Other Manager files a voluntary petition
      for relief under title 11 of the United States Code and such Other Manager
      fails to pay to Sprint PCS amounts that such Other Manager owes to Sprint
      PCS with respect to the Inter Service Area Fees for travel into Manager's
      Service Area, Sprint PCS will immediately assign to Manager any claim
      Sprint PCS has against the Other Manager who is a debtor in a bankruptcy
      proceeding for those amounts owed with respect to Inter Service Area Fees
      for travel in Manager's Service Area. Sprint PCS agrees to take all
      actions necessary to effect this assignment of rights to Manager, and
      further agrees that Manager will not be responsible for any expenses
      related to such assignment.

                        Sprint PCS will use reasonable efforts to obtain the
      right to setoff Inter Service Area Fee amounts owing to an Other Manager
      who is a debtor in a bankruptcy proceeding. To the extent that, on the
      date such Other Manager files for relief under title 11 of the United
      States Code, Sprint PCS owes Inter Service Area Fees to Other Manager and
      Other Manager owes Inter Service Area Fees to Sprint PCS for travel into
      Manager's Service Area, Sprint PCS will refrain from paying such Inter
      Service Area Fees to Other Manager, absent a court order specifically
      directing the turnover of such funds to Sprint PCS. Sprint PCS will give
      Manager reasonable notice of any motion seeking such turnover. Sprint PCS
      will oppose such motion or authorize Manager to oppose such motion on
      Sprint PCS' behalf.

                        To the extent that, on the date (the "Petition Date")
      such Other Manager files for relief under title 11 of the United States
      Code, Sprint PCS owes Inter Service Area Fees to Other Manager for travel
      by Customers assigned to Manager's Service Area into such Other Manager's
      service area, and such Other Manager owes Inter Service Area Fees to
      Sprint PCS for travel by Customers assigned to such Other Manager's
      service area into Manager's Service Area, Sprint PCS will refrain from
      paying such Inter Service Area Fees to Other Manager, absent a court order
      specifically directing the turnover of such funds to Sprint PCS. Sprint
      PCS will give Manager reasonable notice of any motion seeking such
      turnover. Sprint PCS will oppose such motion or authorize Manager to
      oppose such motion on Sprint PCS' behalf.

                        Sprint PCS will use reasonable efforts to obtain a court
      order allowing Sprint PCS to exercise the setoff of Inter Service Area Fee
      amounts, accruing prior to the Petition Date, owing to an Other Manager
      who is a debtor in a


                                       28
<PAGE>

      bankruptcy proceeding, against Inter Service Area Fee amounts, accruing
      prior to the Petition Date, owing by such Other Manager to Sprint PCS.

                        Sprint PCS will use reasonable efforts to setoff Inter
      Service Area Fee amounts, accruing on and after the Petition Date, owing
      to such Other Manager against Inter Service Area Fee amounts, accruing on
      and after the Petition Date, owing by such Other Manager to Sprint PCS, in
      a timely manner, absent a court order specifically prohibiting Sprint PCS
      from exercising such setoff. Sprint PCS will give Manager reasonable
      notice of any motion seeking such prohibition. Sprint PCS will oppose such
      motion or authorize Manager to oppose such motion on Sprint's behalf.

                        If Sprint PCS receives any amounts from an Other Manager
      who is a debtor in a bankruptcy proceeding with respect to Inter Service
      Area Fees for travel into the Service Area, Sprint PCS will immediately
      remit those amounts to Manager.

                        If a court order allows Sprint PCS to setoff amounts it
      owes an Other Manager who is a debtor in a bankruptcy proceeding with
      amounts that such Other Manager owes Sprint PCS, then:

                              (a) Sprint PCS will distribute any setoff amounts
            relating to Inter Service Area Fees to Manager, all Other Managers
            and Sprint PCS on a pro rata basis;

                              (b) Sprint PCS will use all setoff amounts not
            related to Inter Service Area Fees to setoff all other amounts not
            related to Inter Service Area Fees that such Other Manager owes
            Sprint PCS; and

                              (c) Sprint PCS will distribute any setoff amounts
            not related to Inter Service Area Fees to Manager, all Other
            Managers and Sprint PCS on a pro rata basis only if (i) the Other
            Manager who is a debtor in a bankruptcy proceeding still owes Inter
            Service Area Fees to Manager, any Other Manager and Sprint PCS and
            (ii) all amounts that such Other Manager owes Sprint PCS, other than
            Inter Service Area Fees, are completely setoff against the amounts
            Sprint PCS owes such Other Manager.

      The pro rata calculation will be the Inter Service Area Fees owed to
      Manager divided by aggregate amount of all Inter Service Area Fees owed to
      Manager, all Other Managers and Sprint PCS. However, the pro rata amount
      owed to Manager will be reduced by any amount relating to Inter Service
      Area Fees that Manager collected through the bankruptcy proceeding. If
      Manager, through the pro rata distribution described above and any
      individual collection efforts by Manager, collects more than the pro rata
      amount to which it is entitled for Inter Service Area Fees using the


                                       29
<PAGE>

      above pro rata calculation, Manager will immediately pay that excess
      amount to Sprint PCS and Sprint PCS will distribute the excess amount to
      the Other Managers and Sprint PCS in accordance with the above pro rata
      calculation.

                        If relief is ordered under title 11 of the United States
      Code for Sprint PCS or Sprint PCS files a voluntary petition for relief
      under title 11 of the United States Code, then Sprint PCS will be deemed a
      trustee for Manager's benefit with respect to any Inter Service Area Fees
      that Sprint PCS collects from Other Managers for travel into Manager's
      Service Area, and Sprint PCS has no rights to Manager's portion of such
      Inter Service Area Fees.

                        Manager acknowledges that if the manner in which the
      CSAs are assigned changes because of changes in the manner in which the
      NPA NXX is utilized, the manner in which the Inter Service Area Fees and
      Reseller Customer Fees, if any, will be calculated might be changed
      accordingly.

                        10.4.1.2 Voice and 2G Data Rate. The amount of the Inter
      Service Area Voice and 2G Data Fee and Reseller Customer Voice and 2G Data
      Fee will be as follows:

                  (a) The Inter Service Area Voice and 2G Data Fee for each
            billed minute of use that a Customer uses an Away Network (the
            "Voice and 2G Standard Travel Rates") and the Reseller Customer Fee
            for each billed minute of use that a Reseller Customer uses the
            Service Area Network, will be $0.058 from the Effective Date of
            Addendum V to December 31, 2006, except as described below in
            section 10.4.1.2(b).

                  (b) The following describes the conditions in which either the
            "Adjusted Travel Rate" alternative fee arrangement described below
            in (i) or the "Cumulative Travel Fees" alternative fee arrangement
            described below in (ii) will apply rather than the Inter Service
            Area Voice and 2G Data Fee described in section 10.4.1.2(a). Manager
            must elect by delivering a written notice of election to Sprint PCS
            within 10 Business Days after Manager receives written notice from
            Sprint PCS that the Voice and 2G Net Travel Amount is negative as
            determined in accordance with paragraph four (4) of section
            10.4.1.2(b)(ii)(A), whether the "Adjusted Travel Rate" alternative
            fee arrangement or the "Cumulative Travel Fees" alternative fee
            arrangement will apply when appropriate under this section
            10.4.1.2(b).

                  (i) Adjusted Travel Rate alternative fee arrangement.

                        (A) If the Voice and 2G Travel Ratio for the calendar
                        year 2003 is less than 1.0, then the Inter Service Area
                        Voice and 2G Data Fee for each billed minute of use that
                        a Customer uses an Away Network and the Reseller
                        Customer Fee for


                                       30
<PAGE>

                        each billed minute of use that a Reseller Customer uses
                        the Service Area Network, will be $0.058 for 2004,
                        except that the Inter Service Area Voice and 2G Data Fee
                        for each billed minute of use that a Customer whose
                        NPA-NXX is assigned to the Service Area Network uses the
                        Sprint PCS Network (excluding usage of the Away Network
                        of the Other Managers by Customers with an NPA-NXX
                        assigned to the Service Area Network ), will be reduced
                        to $0.0525 for the calendar year 2004 (the "Voice and 2G
                        Adjusted Travel Rates").

                        (B) If the Voice and 2G Adjusted Travel Rates are in
                        effect during 2004 and the Voice and 2G Travel Ratio for
                        2004 is less than 1.0, then the Voice and 2G Adjusted
                        Travel Rates will continue in effect during 2005.

                        If the Voice and 2G Adjusted Travel Rates are in effect
                        during 2004 and the Voice and 2G Travel Ratio for 2004
                        is greater than or equal to 1.0, then the Voice and 2G
                        Standard Travel Rates apply for 2005. Manager will pay
                        Sprint PCS by January 31, 2005, the difference between
                        the amount Manager paid for 2004 with the Voice and 2G
                        Adjusted Travel Rates and the amount Manager would have
                        paid for 2004 with the Voice and 2G Standard Travel
                        Rates.

                        If the Voice and 2G Adjusted Travel Rates are not in
                        effect during 2004 and the Voice and 2G Travel Ratio for
                        2004 is less than 1.0, then the Voice and 2G Adjusted
                        Travel Rates will apply for 2005. Sprint PCS will pay
                        Manager by January 31, 2005, the difference between the
                        amount Manager paid for 2004 with the Voice and 2G
                        Standard Travel Rates and the amount Manager would have
                        paid for 2004 with the Voice and 2G Adjusted Travel
                        Rates. If the Voice and 2G Travel Ratio for 2004 is
                        greater than or equal to 1.0, then the Voice and 2G
                        Standard Travel Rates apply for 2005 and no adjustment
                        to 2004 travel payments is necessary.

                        (C) If the Voice and 2G Adjusted Travel Rates are in
                        effect during 2005 and the Voice and 2G Travel Ratio for
                        2005 is less than 1.0, then the Voice and 2G Adjusted
                        Travel Rates will continue in effect during 2006.

                        If the Voice and 2G Adjusted Travel Rates are in effect
                        during 2005 and the Voice and 2G Travel Ratio for 2005
                        is greater than or equal to 1.0, then the Voice and 2G
                        Standard


                                       31
<PAGE>

                        Travel Rates apply for 2006. Manager will pay Sprint PCS
                        by January 31, 2006, the difference between the amount
                        Manager paid for 2005 with the Voice and 2G Adjusted
                        Travel Rates and the amount Manager would have paid for
                        2005 with the Voice and 2G Standard Travel Rates.

                        If the Voice and 2G Adjusted Travel Rates are not in
                        effect during 2005 and the Voice and 2G Travel Ratio for
                        2005 is less than 1.0, then the Voice and 2G Adjusted
                        Travel Rates will apply for 2006. Sprint PCS will pay
                        Manager by January 31, 2006, the difference between the
                        amount Manager paid for 2005 with the Voice and 2G
                        Standard Travel Rates and the amount Manager would have
                        paid for 2005 with the Voice and 2G Adjusted Travel
                        Rates. If the Voice and 2G Travel Ratio for 2005 is
                        greater than or equal to 1.0, then the Voice and 2G
                        Standard Travel Rates apply for 2005 and no adjustment
                        to 2005 travel payments is necessary.

                        (D) If the Voice and 2G Adjusted Travel Rates are in
                        effect during 2006 and the Voice and 2G Travel Ratio for
                        2006 is greater than or equal to 1.0, then Manager will
                        pay Sprint PCS by January 31, 2007, the difference
                        between the amount Manager paid for 2006 with the Voice
                        and 2G Adjusted Travel Rates and the amount Manager
                        would have paid for 2006 with the Voice and 2G Standard
                        Travel Rates.

                        If the Voice and 2G Adjusted Travel Rates are not in
                        effect during 2006 and the Voice and 2G Travel Ratio for
                        2006 is less than 1.0, then Sprint PCS will pay Manager
                        by January 31, 2007, the difference between the amount
                        Manager paid for 2006 with the Voice and 2G Standard
                        Travel Rates and the amount Manager would have paid for
                        2006 with the Voice and 2G Adjusted Travel Rates.

                  (ii) Cumulative Travel Fees alternative fee arrangement.

                        (A) Sprint PCS will determine within 15 Business Days
                        after the Effective Date or by January 15, 2004, which
                        ever is later, and by January 15 of 2005 and 2006, the
                        difference between:

                              (1) the amount Sprint PCS billed Manager for Inter
                              Service Area Voice and 2G Data Fees during the
                              previous calendar year (excluding Inter Service
                              Area Voice and 2G Data Fees for usage


                                       32
<PAGE>

                              of the Away Network of the Other Managers by
                              Customers with an NPA-NXX assigned to the Service
                              Area Network), and

                              (2) the amount Sprint PCS owed to Manager for
                              Inter Service Area Voice and 2G Data Fees
                              (excluding Inter Service Area Voice and 2G Data
                              Fees that Sprint PCS owed to Manager during the
                              previous calendar year for usage of the Service
                              Area Network by Customers with an NPA-NXX assigned
                              to the Service Area of Other Managers).

                              The difference between (1) and (2) is referred to
                        as the "Voice and 2G Net Travel Amount". The Voice and
                        2G Net Travel Amount is considered to be negative if the
                        amount of (1) is greater than the amount of (2). The
                        Voice and 2G Net Travel Amount is considered to be
                        positive if the amount of (2) is greater than the amount
                        of (1). The Voice and 2G Net Travel Amount will be
                        determined based on monthly amounts rather than annual
                        amounts where appropriate as provided below.

                        (B) If the Voice and 2G Net Travel Amount for the
                        calendar years 2003, 2004 or 2005 is negative, then
                        beginning in February after that year ends and until the
                        following January, Sprint PCS will determine by the 15th
                        day of each calendar month, the Voice and 2G Net Travel
                        Amount for the previous calendar month based on Voice
                        and 2G Standard Travel Rates.

                        If the Voice and 2G Net Travel Amount for the calendar
                        years 2003, 2004 or 2005 is positive, Sprint PCS will
                        not determine the Voice and 2G Net Travel Amount on a
                        monthly basis for the next calendar year.

                        (C) If Sprint PCS determines the Voice and 2G Net Travel
                        Amount on a monthly basis as required under (B) above
                        and the Voice and 2G Net Travel Amount for the previous
                        calendar month is positive, Sprint PCS will receive a
                        credit for the amount by which it is positive.

                        If Sprint PCS determines the Voice and 2G Net Travel
                        Amount on a monthly basis as required under (B) above
                        and the Voice and 2G Net Travel Amount for the previous
                        calendar month is negative, Sprint PCS will pay Manager
                        the amount by which it is negative by the last day of
                        the calendar


                                       33
<PAGE>

                        month, after applying any remaining cumulative credits
                        Sprint PCS received during the previous months in the
                        calendar year.

                        By January 31 of 2005, 2006 and 2007, Manager will pay
                        Sprint PCS the amount of any remaining cumulative credit
                        for the previous calendar year, but not to exceed the
                        aggregate amount of payments made by Sprint PCS for that
                        previous calendar year pursuant to this subsection (C).

                        (D) If Sprint PCS is not required to determine the Voice
                        and 2G Net Travel Amount on a monthly basis because the
                        Voice and 2G Net Travel Amount for the previous calendar
                        year is positive, then if Sprint PCS determines (when
                        calculating the Voice and 2G Net Travel Amount under (A)
                        above) that the Voice and 2G Net Travel Amount for the
                        previous calendar year is negative, then by January 31
                        of 2005, 2006 or 2007, as the case may be, Sprint PCS
                        will pay Manager the amount by which the Voice and 2G
                        Net Travel Amount is negative, and Sprint PCS will begin
                        determining the Voice and 2G Net Travel Amount monthly
                        and complying with (B) and (C) above, until no longer
                        required as provided in this section.

                  (c) For each calendar year during the Term of this agreement
            beginning January 1, 2007, the Inter Service Area Voice and 2G Data
            Fee for each billed minute of use that a Customer uses an Away
            Network and the Reseller Customer Fee for each billed minute of use
            that a Reseller Customer uses the Service Area Network, will each be
            an amount equal to 90% of Sprint PCS' Retail Yield for Voice and 2G
            Data Usage for the previous calendar year; provided that such amount
            for any period will not be less than Manager's network costs
            (including a reasonable return using Manager's weighted average cost
            of capital applied against Manager's net investment in the Service
            Area Network) to provide the services that are subject to the Inter
            Service Area Voice and 2G Data Fee. If the parties have a dispute
            relating to the determination of the foregoing fees for any period,
            then the parties will submit the dispute to binding arbitration as
            set forth in section 10.4.1.3(b).

                        10.4.1.3 3G Data Rate. The amount of the Inter Service
      Area 3G Data Fee and Reseller Customer 3G Data Fee will be as follows:

                  (a) From the Effective Date to December 31, 2006 ("Initial 3G
            Data Fee Period"), the Inter Service Area 3G Data Fee for each
            kilobyte of use that a Customer uses an Away Network (the "3G
            Standard Travel Rate") and the Reseller Customer 3G Data Fee for
            each kilobyte of use that


                                       34
<PAGE>

            a Reseller Customer uses the Service Area Network, will be $0.0020,
            except as described below in section 10.4.1.3(b).

                  (b) the following describes the conditions in which the
            "Cumulative Travel Fees" alternative fee arrangement described below
            in (i) will apply rather than the Inter Service Area 3G Data Fee as
            described in section 10.4.1.3(a).

                  (i) Cumulative Travel Fees alternative fee arrangement.

                        (A) Sprint PCS will determine within 15 Business Days
                        after the Effective Date or by January 15, 2004, which
                        ever is later, and by January 15 of 2005 and 2006, the
                        difference between:

                              (1) the amount Sprint PCS billed Manager for Inter
                              Service Area 3G Data Fees during or the previous
                              calendar year (excluding Inter Service Area 3G
                              Data Fees for usage of the Away Network of the
                              Other Managers by Customers with an NPA-NXX
                              assigned to the Service Area Network), and

                              (2) the amount Sprint PCS owed to Manager for
                              Inter Service Area 3G Data Fees (excluding Inter
                              Service Area 3G Data Fees that Sprint PCS owed to
                              Manager during the previous calendar year for
                              usage of the Service Area Network by Customers
                              with an NPA-NXX assigned to the Service Area of
                              Other Managers).

                              The difference between (1) and (2) is referred to
                        as the "3G Net Travel Amount". The 3G Net Travel Amount
                        is considered to be negative if the amount of (1) is
                        greater than the amount of (2). The 3G Net Travel Amount
                        is considered to be positive if the amount of (2) is
                        greater than the amount of (1). The 3G Net Travel Amount
                        will be determined based on monthly amounts rather than
                        annual amounts where appropriate as provided below.

                        (B) If the 3G Net Travel Amount for the calendar year
                        2003, 2004 or 2005 is negative, then beginning in
                        February after that year ends and until the following
                        January, Sprint PCS will determine by the 15th day of
                        each calendar month, the 3G Net Travel Amount for the
                        previous calendar month based on 3G Standard Travel
                        Rates.


                                       35
<PAGE>

                        If the 3G Net Travel Amount for the calendar years 2003,
                        2004 or 2005 is positive, Sprint PCS will not determine
                        the 3G Net Travel Amount on a monthly basis for the next
                        calendar year.

                        (C) If Sprint PCS determines the 3G Net Travel Amount on
                        a monthly basis as required under (B) above and the 3G
                        Net Travel Amount for the previous calendar month is
                        positive, Sprint PCS will receive a credit for the
                        amount by which it is positive.

                        If Sprint PCS determines the 3G Net Travel Amount on a
                        monthly basis as required under (B) above and the 3G Net
                        Travel Amount for the previous calendar month is
                        negative, Sprint PCS will pay Manager the amount by
                        which it is negative by the last day of the calendar
                        month, after applying any remaining cumulative credits
                        Sprint PCS received during the previous months in the
                        calendar year.

                        By January 31 of 2005, 2006 and 2007, Manager will pay
                        Sprint PCS the amount of any remaining cumulative credit
                        for the previous calendar year, but not to exceed the
                        aggregate amount of payments made by Sprint PCS for that
                        previous calendar year pursuant to this subsection (C).

                        (D) If Sprint PCS is not required to determine the 3G
                        Net Travel Amount on a monthly basis because the 3G Net
                        Travel Amount for the previous calendar year is
                        positive, then if Sprint PCS determines (when
                        calculating the 3G Net Travel Amount under (A) above)
                        that the 3G Net Travel Amount for the previous calendar
                        year is negative, then by January 31 of 2005, 2006 or
                        2007, as the case may be, Sprint PCS will pay Manager
                        the amount by which the 3G Net Travel Amount is
                        negative, and Sprint PCS will begin determining the 3G
                        Net Travel Amount monthly and complying with (B) and (C)
                        above, until no longer required as provided in this
                        section.

                  (c) The parties will reset the Inter Service Area 3G Data Fee
            and the Reseller Customer 3G Data Fee after the Initial 3G Data Fee
            Period ends. The Inter Service Area 3G Data Fee and the Reseller
            Customer 3G Data Fee will be based on an appropriate discount from
            the Sprint PCS Retail Yield for 3G Data Usage for the previous
            calendar year to be negotiated before December 31, 2006. Each
            subsequent fee period will last three years with, for example, the
            second pricing period beginning on January 1, 2007 and ending on
            December 31, 2009.


                                       36
<PAGE>

                        The process for resetting the fees is as follows:

                        (i) Sprint PCS will give Manager a proposal for the
                  appropriate discount from the Sprint PCS Retail Yield for 3G
                  Data Usage by March 31 of the final year of the then current
                  pricing period. Manager's representative and the Sprint PCS
                  representative will begin discussions regarding the proposed
                  schedule of fees within 20 days after Manager receives the
                  proposed schedule of fees from Sprint PCS.

                        (ii) Manager may escalate the discussion to the Chief
                  Financial Officer of Sprint PCS or Sprint PCS may escalate the
                  discussion to Manager's Chief Executive Officer or Chief
                  Financial Officer if the parties do not agree on a new
                  schedule of fees within 30 days after the discussions begin.

                        (iii) If the parties cannot agree on a new schedule of
                  fees within 20 days after a party escalates the discussion,
                  then Manager may either agree to the fees set forth in the
                  Inter Service Area 3G Data Fee and Reseller Customer 3G Data
                  Fee proposal or submit the determination of the Inter Service
                  Area 3G Data Fee and Reseller Customer 3G Data Fee to binding
                  arbitration based on a market-rate determination of an
                  appropriate Inter Service Area 3G Data Fee and Reseller
                  Customer 3G Data Fee in accordance with section 14.2,
                  excluding the escalation process set forth in section 14.1.

                        (iv) If Manager submits the matter to arbitration the
                  fees that Sprint PCS proposed will apply starting after
                  December 31 of the first year of the appropriate period as
                  described in section 10.4.1.4 and will continue in effect
                  unless modified by the final decision of the arbitrator. If
                  the arbitrator imposes a fee different than the ones in effect
                  the new fees will be applied as if in effect after December 31
                  of the first year of the appropriate period as described in
                  section 10.4.1.4 and if on application of the new fees one
                  party owes the other party any amount after taking into
                  account payments the parties have already made then the owing
                  party will pay the other party within 30 days of the date of
                  the final arbitration order.

                        10.4.1.4 Rate Changes - Effective Date. All rate changes
      related to Inter Service Area Fees and Reseller Customer Fees will be
      applied to all activity in a bill cycle regardless of when the activity
      occurred, if the bill cycle ends after the effective date of the rate
      change.

                        10.4.1.5 Long Distance. The long distance rates
      associated with the Inter Service Area and Reseller Customer usage will be
      equal to the actual wholesale transport and terminating costs associated
      with the originating


                                       37
<PAGE>

      and terminating locations. The rates are then applied to cumulative usage
      at a BID level for settlement purposes.

                  10.4.2 Interconnect Fees. Manager will pay to Sprint PCS (or
      to other carriers as appropriate) monthly the interconnect fees, if any,
      as provided under section 1.4.

                  10.4.3 Terminating and Originating Access Fee. Sprint PCS will
      pay Manager 92% of any terminating or originating access fees Sprint PCS
      collects from an IXC that are not subject to refund or dispute (but it
      will not be Billed Revenue). For purposes of clarification, Sprint
      Corporation's Related Parties are obligated to pay terminating access to
      Sprint PCS only if MCI and AT&T pay terminating or originating access to
      Sprint PCS. At the Effective Date of Addendum V, neither MCI nor AT&T pays
      terminating access to Sprint PCS. The ability of wireless carriers to
      collect access fees is currently subject to legal challenge. The parties
      acknowledge that Sprint PCS has limited ability to require IXCs to pay
      access fees.

                  10.4.4 Reimbursements for Mistaken Payments. If one party
      mistakenly pays an amount that the other party is obligated to pay then
      the other party will reimburse the paying party, if the paying party
      identifies the mistake and notifies the receiving party within 9 calendar
      months after the date on which the paying party makes the mistaken
      payment.

            10.5 Taxes and Payments to the Government. Manager will pay or
      reimburse Sprint PCS for any sales, use, gross receipts or similar tax,
      administrative fee, telecommunications fee or surcharge for taxes or fees
      that a governmental authority levies on the fees and charges payable by
      Sprint PCS to Manager.

            Manager will report all taxable property to the appropriate taxing
      authority for ad valorem tax purposes. Manager will pay as and when due
      all taxes, assessments, liens, encumbrances, levies and other charges
      against the real estate and personal property that Manager owns or uses in
      fulfilling its obligations under this agreement.

            Manager is responsible for paying all sales, use or similar taxes on
      the purchase and use of its equipment, advertising and other goods or
      services in connection with this agreement.

            Sprint PCS will be solely responsible for remitting to government
      agencies or their designees any and all fees or other amounts owed as a
      result of the services provided to the Customers under the Management
      Agreement. As a consequence of this responsibility, Sprint PCS is entitled
      to 100% of any amounts that Manager, Sprint PCS or their Related Parties
      receives from Customers (including Customers whose NPA-NXX is assigned to
      the Service Area) comprising these fees or other amounts.


                                       38
<PAGE>

            10.6 Universal Service Funds.

                  10.6.1 Paid by Government. Manager is entitled to 100% of any
      federal and state subsidy funds (the "Subsidy Funds"), including Universal
      Service Funds, that Manager or Sprint PCS receives from government
      disbursements based on customers with mailing addresses located in the
      Service Area and with NPA-NXXs assigned to the Service Area, or such other
      method then in effect under the rules of the FCC, Universal Service
      Administrative Company or other federal or state administrator. For
      purposes of clarity, Universal Service Funds provide support payments to
      Eligible Telecommunications Carriers ("ETC") serving in high cost areas or
      providing services to low income individuals. Sprint PCS will file on
      behalf of itself or Manager appropriate ETC documentation in those
      jurisdictions in which Sprint PCS determines to make the filing.

            If Manager asks Sprint PCS to make a filing in a jurisdiction and
      Sprint PCS reasonably determines not to make the filing because making the
      filing is detrimental to Sprint's best interests, then Sprint does not
      have to make the filing. If Manager disagrees with the reasonableness of
      Sprint PCS' determination not to make the filing, then the parties will
      submit to binding arbitration in accordance with section 14.2, excluding
      the escalation process set forth in section 14.1.

            If the process set forth in the previous paragraph results in Sprint
      PCS making a filing, Manager will pay all of Sprint PCS' reasonable
      out-of-pocket costs associated with the filing and any compliance
      obligations that arise from the filing or that are imposed by the
      jurisdiction in which the filing is made (e.g. filing fees, legal fees,
      expert witness retention, universal lifeline service, enhancing customer
      care quality, and including, without limitation, network upgrades). Sprint
      PCS will remit to Manager 50% of any Subsidy Funds that Sprint PCS
      receives from filings Sprint PCS is required to make under the preceding
      paragraph that are not payable to Manager under the first paragraph of
      this section 10.6.1, until the aggregate amount of the payments to Manager
      under this sentence equal 50% of the amount Manager has paid Sprint PCS
      under the preceding sentence.

            All Subsidy Funds received must be used to support the provision,
      maintenance and upgrading of facilities and services for which the funds
      are intended. Sprint PCS will use reasonable efforts to recover from the
      appropriate governmental authority Subsidy Funds and will remit the
      appropriate recoveries to Manager.

                  10.6.2 Paid by Customers. Sprint PCS will be solely
      responsible for remitting to government agencies or their designees,
      including but not limited to the Universal Service Administrative Company,
      all universal service fees. As a consequence of this responsibility,
      Sprint PCS is entitled to 100% of any amounts that Manager, Sprint PCS or
      their Related Parties receives from Customers (including Customers whose
      NPA-NXX is assigned to the Service Area) comprising the Universal Service
      Funds.


                                       39
<PAGE>

            10.7 Equipment Replacement Program. Sprint PCS is entitled to 100%
      of the amounts that Customers pay for participating in any equipment
      replacement program (e.g., an insurance program) billed on their Sprint
      PCS bills. Manager will not be responsible for or in any way billed for
      any costs or expenses that Sprint PCS or any Sprint PCS Related Party
      incurs in connection with any such equipment replacement program.

            10.8 Customer Equipment. Sprint PCS is entitled to 100% of the
      amounts that Customers pay for subscriber equipment and accessories sold
      or leased by Sprint PCS, and Manager is entitled to 100% of the amounts
      that Customers pay for subscriber equipment and accessories that Manager
      sold or leased, subject to the equipment settlement process in section
      4.1.2.

            10.9 Phase I E911. Sprint PCS is entitled to collect 100% of amounts
      paid by Customers related to the E911 Phase I Surcharges (e.g., for
      equipment other than handsets, such as platforms and networks). Sprint PCS
      will attempt to recover from the appropriate governmental authority Phase
      I E911 reimbursements and will remit the appropriate amounts to Manager.

            10.10 Manager Deposits into Retail Bank Accounts. Each Business Day,
      Manager will deposit into bank accounts and authorize Sprint PCS or a
      Related Party that Sprint PCS designates to sweep from such accounts the
      amounts collected from Customers on behalf of Sprint PCS and its Related
      Parties for Sprint PCS Products and Services. Manager will allow the funds
      deposited in the bank accounts to be transferred daily to other accounts
      that Sprint PCS designates. Manager will also provide the daily reports of
      the amounts collected that Sprint PCS requires. Manager will not make any
      changes to the authorizations and designations Sprint PCS designates for
      the bank accounts without Sprint PCS' prior written consent.

            10.11 Monthly Statements.

                  10.11.1 Section 10.2 Statement. Each month Sprint PCS will
      determine the amount payable to or due from Manager for a Billed Month
      under section 10.2. Sprint PCS will deliver a monthly statement to Manager
      that reports the amount due to Manager, the manner in which the amount was
      calculated, the amount due to Sprint PCS and its Related Parties under
      this agreement and the Services Agreement, and the net amount payable to
      or due from Manager.

                  10.11.2 Other Statements. Sprint PCS will deliver a monthly
      statement to Manager that reports amounts due to Manager or from Manager,
      other than amounts described in section 10.12.1, the manner in which the
      amounts were calculated, the amount due to Manager or to Sprint PCS and
      its Related Parties under this agreement and the Services Agreement, and
      the net amount payable to Manager.

                  10.11.3 Third Party Charges. Sprint PCS will include any third


                                       40
<PAGE>

      party charges for which Manager is responsible under the terms of this
      agreement on Manager's statements within three calendar months after the
      end of the calendar month during which Sprint PCS receives the third party
      charge. Sprint PCS' failure to include these charges on Manager's
      statements within the three calendar month-period will mean that Sprint
      PCS cannot collect those third party charges from Manager.

            10.12 Payments.

                  10.12.1 Weekly Payments. Sprint PCS will pay the amount
      payable to Manager for a Billed Month under section 10.2 in equal weekly
      payments on consecutive Thursdays beginning the second Thursday of the
      calendar month following the Billed Month and ending on the first Thursday
      of the second calendar month after the Billed Month. If Sprint PCS is
      unable to determine the amount due to Manager in time to make the weekly
      payment on the second Thursday of a calendar month, then Sprint PCS will
      pay Manager for that week the same weekly amount it paid Manager for the
      previous week. Sprint PCS will true-up any difference between the actual
      amount due for the first weekly payment of the Billed Month and amounts
      paid for any estimated weekly payments after Sprint PCS determines what
      the weekly payment is for that month. Sprint PCS will use reasonable
      efforts to true-up within 10 Business Days after the date on which Sprint
      PCS made the estimated weekly payment.

                  10.12.2 Monthly Payments. The amounts payable to Manager and
      Sprint PCS and its Related Parties under this agreement and the Services
      Agreement, other than the payments described in section 10.12.1, will be
      determined, billed and paid monthly in accordance with section 10.12.3.

                  10.12.3 Transition of Payment Methods. (a) Sprint PCS and
      Manager wish to conduct an orderly transition from making weekly payments
      to Manager based on Collected Revenues to weekly payments based on Billed
      Revenue. The method of calculating the weekly payments will change on the
      first day of the calendar month after the Effective Date of Addendum V
      (the "Transition Date"). The weekly amounts paid to Manager during the
      calendar month before the Transition Date and on the first Thursday after
      the Transition Date will be based on the Collected Revenues method. The
      weekly amounts paid to Manager beginning on the second Thursday of the
      second calendar month after the Transition Date will be based on the
      Billed Revenue method described in this section 10. To effect an orderly
      transition, Sprint PCS will pay Manager for the period beginning on the
      second Thursday after the Transition Date and ending on the first Thursday
      of the calendar month after the Transition Date an amount calculated as
      described below in section 10.12.3(b).

                  (b) Sprint PCS will apply the estimated collection percentages
      that Sprint PCS uses before the Transition Date to the gross accounts
      receivable aging categories for Customers with an NPA-NXX assigned to the
      Service Area as of the


                                       41
<PAGE>

      close of business on the day before the Transition Date to calculate the
      amount Sprint PCS anticipates collecting on those accounts receivable.
      Sprint PCS will pay Manager the amount estimated to be collected in equal
      weekly payments on consecutive Thursdays beginning the second Thursday
      after the Transition Date and ending the first Thursday of the calendar
      month after the Transition Date. Sprint PCS will also pay to Manager no
      later than the second Thursday after the Transition Date any Collected
      Revenues received after the Saturday before the Transition Date and before
      the Transition Date.

                  (c) Sprint PCS will recalculate the estimated collection
      percentages and apply the recalculated estimated collection percentages to
      the gross accounts receivable aging categories described in the first
      sentence of section 10.12.3(b) when all applicable data is available.
      Sprint PCS will increase or decrease a weekly payment by the amount of the
      difference between the amount paid to Manager based on the initial
      estimated collection percentages and the amount that would have been paid
      to Manager using the newer estimated collection percentages.

            10.13 Dispute or Correction of Statement Amount. A party can only
      dispute or correct an amount on a statement in good faith. If a party
      disputes or corrects an amount on a statement, the disputing or correcting
      party must give the other party written notice of the specific item
      disputed or corrected, the disputed or corrected amount with respect to
      that item and the reason for the dispute or correction within three
      calendar months after the end of the calendar month during which the
      disputed or erroneous statement was delivered.

            Any dispute regarding a statement will be submitted for resolution
      under the dispute resolution process in section 14. The parties must
      continue to pay to the other party all amounts, except disputed amounts
      (subject to the next paragraph), owed under this agreement and the
      Services Agreement during the dispute resolution process. If the aggregate
      disputed amount, combined with any aggregate disputed amount under section
      10.14, exceeds $100,000, and upon the written request of the other party,
      the party disputing the amount (the "Disputing Party") will deposit the
      portion of the disputed amount in excess of $100,000 into an escrow
      account that will be governed by an escrow agreement in a form to be
      mutually agreed upon by the parties. The Disputing Party will deposit the
      amount into the escrow account within 10 Business Days after its receipt
      of the written request from the other party in accordance with the
      foregoing. If the Disputing Party complies with the requirements of this
      paragraph, then the other party or its Related Parties may not declare the
      Disputing Party in breach of this agreement or the Services Agreement
      because of nonpayment of the disputed amount, pending completion of the
      dispute resolution process.

            The escrow agent will be an unrelated third party that is in the
      business of serving as an escrow agent for or on behalf of financial
      institutions. The parties will share evenly the escrow agent's fees. The
      escrow agent will invest and reinvest the escrowed funds in
      interest-bearing money market accounts or as the parties


                                       42
<PAGE>

      otherwise agree. The escrow agent will disburse the escrowed funds in the
      following manner based on the determination made in the dispute resolution
      process:

                        (a) If the Disputing Party does not owe any of the
            disputed amounts, then the escrow agent will return all of the
            escrowed funds to the Disputing Party with the interest earned on
            the escrowed funds.

                        (b) If the Disputing Party owes all of the disputed
            amounts, then the escrow agent will disburse all of the escrowed
            funds with the interest earned on the escrowed funds to the
            non-disputing party. If the interest earned is less than the amount
            owed based on the Default Rate, then the Disputing Party will pay
            the non-disputing party the difference between those amounts.

                        (c) If the Disputing Party owes a portion of the
            disputed amounts, then the escrow agent will disburse to the
            non-disputing party the amount owed with interest at the Default
            Rate from the escrowed funds and disburse the balance of the
            escrowed funds to the Disputing Party. The Disputing Party will pay
            the non-disputing party the amount owed for interest at the Default
            Rate if the amount of the escrowed funds is insufficient.

            Manager and Sprint PCS will take all reasonable actions necessary to
      allow the Disputing Party to continue to reflect the amounts deposited
      into the escrow account by the Disputing Party as assets in the Disputing
      Party's financial statements.

            The parties will use the dispute resolution process under section
      14.2 of this agreement, excluding the escalation process set forth in
      section 14.1, if they cannot agree on the form of escrow agreement.

            The parties agree that, despite this section 10.13, Manager will pay
      all disputed amounts due to Sprint PCS or any Related Party for fees for
      CCPU Services and CPGA Services payable under the Services Agreement for
      periods ending on or before December 31, 2006, subject to any other rights
      and remedies that Manager has under this agreement and the Services
      Agreement.

            The dispute of an item in a statement does not stay or diminish a
      party's other rights and remedies under this agreement, except that a
      party must complete the dispute resolution process in section 14 before
      taking any legal or equitable action against the other party.

            10.14 Dispute or Correction of a Third Party Invoice Amount. Sprint
      PCS will include the applicable portion of any amount based on a third
      party invoice in a statement to Manager within three calendar months after
      Sprint PCS' receipt of the third party invoice. Sprint PCS' failure to
      include the amount in a


                                       43
<PAGE>

      statement to Manager within the three calendar month-period will mean that
      the third party charges will not be collectible from Manager.

            A party can dispute or correct an amount based on a third party
      invoice only in good faith. Modified invoices received by Sprint PCS from
      a third party vendor and then sent by Sprint PCS to Manager will be
      treated as a new statement for purposes of this section, so long as the
      modification affects the amount owed by Manager and the modified statement
      was revised in good faith and not simply to provide Sprint PCS additional
      time to resubmit a previous invoice.

            If a party disputes or corrects an amount on a third party invoice
      or the amount Sprint PCS attributed to Manager, the disputing party must
      give the other party written notice of the specific item disputed or
      corrected, the disputed or corrected amount with respect to that item and
      the reason for the dispute or correction within three calendar months
      after the end of the calendar month during which the disputed or erroneous
      statement was delivered. Sprint PCS and Manager will cooperate with each
      other to obtain the information needed to determine if the amounts billed
      by the third party and allocated to Manager were correct.

            Any dispute regarding the amount of the third party invoice Sprint
      PCS attributed to Manager will be submitted for resolution under the
      dispute resolution process in section 14. Manager must continue to pay to
      Sprint PCS all amounts, except disputed amounts, owed under this agreement
      and the Services Agreement during the information gathering and dispute
      resolution process. If the aggregate disputed amount, combined with any
      aggregate disputed amount under section 10.13, exceeds $100,000, and upon
      the written request of Sprint PCS, Manager will deposit the portion of the
      disputed amount in excess of $100,000 into an escrow account that will be
      governed by an escrow agreement containing terms similar to the general
      terms described in section 10.13 and in a form to be mutually agreed upon
      by the parties. Manager will deposit the amount into the escrow account
      within 10 Business Days after its receipt of the written request from
      Sprint PCS in accordance with the foregoing. If Manager complies with the
      requirements of this paragraph, then none of Sprint PCS or its Related
      Parties may declare Manager in breach of this agreement or the Services
      Agreement because of nonpayment of the disputed amount pending completion
      of the dispute resolution process.

            The dispute of an item in a statement does not stay or diminish a
      party's other rights and remedies under this agreement, except that the
      parties must complete the dispute resolution process in section 14 before
      taking any legal or equitable action against each other.

            10.15 Late Payments. Any amount due under this agreement or the
      Services Agreement without a specified due date will be due 20 days after
      the paying party receives an invoice. Any amount due under this agreement
      and the Services Agreement (including without limitation any amounts
      disputed under those agreements that are ultimately


                                       44
<PAGE>

      determined to be due) that is not paid by one party to the other party in
      accordance with the terms of the applicable agreement will bear interest
      at the Default Rate beginning (and including) the 5th day after the
      payment due date until (and including) the date paid.

            10.16 Setoff Right If Failure To Pay Amounts Due. If Manager fails
      to pay any undisputed amount due Sprint PCS or a Related Party of Sprint
      PCS under this agreement, any undisputed amount due Sprint PCS or a
      Related Party of Sprint PCS under the Services Agreement or any other
      agreement with Sprint PCS or a Related Party of Sprint PCS, or any
      disputed amount due to Sprint PCS or a Related Party for fees for CCPU
      Services or CPGA Services payable under the Services Agreement, then 5
      days after the payment due date Sprint PCS may setoff against its payments
      to Manager under this section 10 any such undisputed amount that Manager
      owes to Sprint PCS or a Related Party of Sprint PCS. This right of setoff
      is in addition to any other right that Sprint PCS or a Related Party of
      Sprint PCS might have under this agreement, the Services Agreement or any
      other agreement with Sprint PCS or a Related Party of Sprint PCS.

            10.17 Effect of Number Portability. The parties acknowledge that,
      before wireless local number portability, Customers who received Sprint
      PCS Products and Services through Manager were assigned a NPA-NXX that was
      unique to the Service Area, but due to wireless local number portability
      Customers will now have a unique identification, the MSID, assigned to
      them that associates the NPA-NXX through the MSID with the Service Area.
      Revenue and expenses associated with such Customers with an MSID
      associated with the Service Area will be allocated in the same manner
      that, prior to wireless local number portability, revenue and expenses
      were associated with Customers with an NPA-NXX assigned to the Service
      Area. Sprint will modify its accounting systems to properly allocate such
      amounts. In addition, any NPA-NXX-Xs associated with a Customer with an
      MSID associated with the Service Area will be deemed to be "used by
      Manager" under Addendum IV, Section 2.

      18. Non-Renewal Rights of Sprint PCS [Addm I, ss.15]. The following
sentence is added at the end of each of section 11.2.2.1 and section 11.2.2.2:

            Sprint PCS will declare, within one-hundred twenty (120) days after
      the occurrence of any of the events listed in section 11.2.2, its intent
      to exercise its rights under this subsection.

      19. Termination of License [Addm I, ss.14]. Section 11.3.1(a) is amended
to read as follows:

                  (a) At the election of either party this agreement may be
            terminated at the time the FCC revokes or fails to renew the License
            (except that if the FCC revokes or fails to renew the License
            because of a breach of this agreement by Sprint PCS, Sprint PCS may
            not terminate this agreement pursuant to this section 11.3.1(a)).
            Unless Manager has the right to terminate this agreement under
            section 11.3.1(b), neither party has any claim against the other
            party if the FCC revokes or fails to renew the License, even if
            circumstances would otherwise permit one party


                                       45
<PAGE>

            to terminate this agreement based on a different Event of
            Termination, except that the parties will have the right to pursue
            claims against each other as permitted under section 11.4(b).

      20. Regulatory Considerations [Addm I, ss.16]. The following sentence is
added at the end of section 11.3.4(b): "A `deemed change of control' in this
section refers to a determination by the FCC that there has been a change of
control of the License resulting from the performance by the parties of their
respective obligations under the agreement."

      21. Termination Rights [NEW]. Section 11.3.7 is deleted, and all
references in the agreement to section 11.3.7 are also deleted.

      22. Non-termination of Agreement [Addm I, ss.17]. Sections 11.5.3 and
11.6.4 are replaced with the following paragraphs:

                  11.5.3 Manager's Action for Damages or Other Relief. Manager,
      in accordance with the dispute resolution process in section 14, may seek
      damages or other appropriate relief, but such action does not terminate
      this agreement.

                  11.6.4 Sprint PCS' Action for Damages or Other Relief. Sprint
      PCS, in accordance with the dispute resolution process in section 14, may
      seek damages or other appropriate relief, but such action does not
      terminate this agreement.

      23. Changes to Exhibit 11.8 [Addm I,ss.30; revised by this Addendum]. The
following changes are made to Exhibit 11.8:

            (a) The definition "Operating Assets" in paragraph 1.1.1 is deleted.

            (b) Paragraph 1.7 is amended to read as follows:

                  "Title Insurance. This paragraph 1.7 will apply if the
            Property includes any real estate property (including leasehold
            interests) ("Real Property"), but with respect to leasehold
            interests, only to the extent title insurance is available."

            (c) Paragraph 1.8 is amended to read as follows:

                  "Survey. This paragraph 1.8 will apply if the Property
            includes any Real Property, but with respect to leasehold interests,
            only to the extent surveys are available."

            (d) Paragraph 1.9.8 is amended to read as follows:

                  1.9.8 Hazardous Materials. To the knowledge of Seller, there
            is no condition of the Property or of any substance located on, in,
            under or near the Property (including but not limited to any
            asbestos or any hazardous substance) that could lead to liability of
            the owner of the Property for damages or clean-up costs


                                       46
<PAGE>

            under any federal, state or local statute or common law except as
            disclosed in writing to Buyer.," at the beginning of the paragraph.

            (e) Paragraph 1.9.11 is amended to read as follows:

                  1.9.11 Survival of Representations and Warranties. The
            representations and warranties of the parties contained in the
            Transaction Documents will survive the Closing and will continue in
            effect for a period three (3) years. A waiver of any
            misrepresentation or breach of any warranty will not constitute a
            waiver of any other misrepresentation or breach of any other
            warranty under the Transaction Documents.

            (f) Paragraph 1.16.2 is amended is amended to read as follows:

                  1.16.2 For purposes of this paragraph 1.16, "compete" means
            engaging in any business that offers products and services that are
            similar to or competitive with the Sprint PCS Products and Services
            offered by Sprint PCS as of the date of termination of the
            Management Agreement. Manager and its Related Parties will be deemed
            to be engaging in a competing business in violation of this
            paragraph regardless of whether Manager and its Related Parties are
            acting (i) individually or jointly or on behalf of or in concert
            with any other individual or entity, or (ii) as a proprietor,
            partner, shareholder, member, director, officer, employee, agent or
            consultant, or is acting in any other capacity or manner whatsoever,
            for any individual or entity that competes with Sprint PCS and its
            Related Parties.

      24. Audit [NEW]. Section 12.1.2 is amended to read as follows:

            12.1.2 Audits. On reasonable advance notice by one party, the other
      party must provide its independent or internal auditors access to its
      appropriate financial and operating records, including, without
      limitation, vendor and distribution agreements, for purposes of auditing
      the amount of fees (including the appropriateness of items excluded from
      the Fee Based on Billed Revenue), costs, expenses (including operating
      metrics referred to in this agreement and the Services Agreement relating
      to or used in the determination of Inter Service Area Fees, Reseller
      Customer Fees, CCPU Services or CPGA Services) or other charges payable in
      connection with the Service Area for the period audited. The party that
      requested the audit may decide if the audit is conducted by the other
      party's independent or internal auditors. Manager and Sprint PCS may each
      request no more than one audit per year.

                  (a) If the audit shows that Sprint PCS was underpaid then,
            unless the amount is contested, Manager will pay to Sprint PCS the
            amount of the underpayment within 10 Business Days after Sprint PCS
            gives Manager written notice of the underpayment determination.


                                       47
<PAGE>

                  (b) If the audit determines that Sprint PCS was overpaid then,
            unless the amount is contested, Sprint PCS will pay to Manager the
            amount of the overpayment within 10 Business Days after Manager
            gives Sprint PCS written notice of the overpayment determination.

            The auditing party will pay all costs and expenses related to the
      audit unless the amount owed to the audited party is reduced by more than
      10% or the amount owed by the audited party is increased by more than 10%,
      in which case the audited party will pay the costs and expenses related to
      the audit.

            Sprint PCS will provide a report issued in conformity with Statement
      of Auditing Standard No. 70 "Reports on the Processing of Transactions by
      Service Organizations" ("Type II Report" or "Manager Management Report")
      to Manager annually. If Manager, on the advice of its independent auditors
      or its legal counsel, determines that a statute, regulation, rule,
      judicial decision or interpretation, or audit or accounting rule, policy
      or literature published by the accounting or auditing profession or other
      authoritative rule making body (such as the Securities and Exchange
      Commission, the Public Company Accounting Oversight Board or the Financial
      Accounting Standards Board) requires additional assurances beyond SAS 70,
      then Sprint PCS will cooperate with Manager to provide the additional
      assurances. Sprint PCS' independent auditors will prepare any Type II
      Report or Manager Management Report provided under this section 12.1.2 and
      will provide an opinion on the controls placed in operation and tests of
      operating effectiveness of those controls in effect at Sprint PCS over
      Manager Management Processes. "Manager Management Processes" include those
      services generally provided within this agreement, primarily billing and
      collection of revenues. Sprint PCS or Sprint PCS' auditors will provide
      information to Manager or Manager's auditors to perform analysis
      procedures requested by Manager in accordance with this paragraph.

      25. Regulatory Compliance [Addm I, ss.20]. Section 16.1 is amended to read
as follows:

            16.1 Regulatory Compliance. Manager will construct, operate, and
      manage the Service Area Network in compliance with applicable federal,
      state, and local laws and regulations, including Siting Regulations.
      Nothing in this section 16.1 will limit Manager's obligations under
      section 2.2 and the remainder of this section 16. Manager acknowledges
      that failure to comply with applicable federal, state, and local laws and
      regulations in its construction, operation, and management of the Service
      Area Network may subject the parties and the License to legal and
      administrative agency actions, including forfeiture penalties and actions
      that affect the License, such as license suspension and revocation, and
      accordingly, Manager agrees that it will cooperate with Sprint PCS to
      maintain the License in full force and effect.

            Manager will write and implement practices and procedures governing
      construction and management of the Service Area Network in compliance with
      Siting Regulations.


                                       48
<PAGE>

      Manager will make its Siting Regulations practices and procedures
      available upon request to Sprint PCS in the manner specified by Sprint PCS
      for its inspection and review, and Manager will modify those Siting
      Regulations practices and procedures as may be requested by Sprint PCS.
      Every six months, and at the request of Sprint PCS, Manager will provide a
      written certification from one of Manager's chief officers that Manager's
      Service Area Network complies with Siting Regulations. Manager's first
      certification of compliance with Siting Regulations will be provided to
      Sprint PCS six months after the date of this agreement.

            Manager will conduct an audit and physical inspection of its Service
      Area Network at the request of Sprint PCS to confirm compliance with
      Siting Regulations, and Manager will report the results of the audit and
      physical inspection to Sprint PCS in the form requested by Sprint PCS.
      Manager will bear the cost of Siting Regulations compliance audits and
      physical inspections requested by Sprint PCS; provided, however, that
      Sprint PCS will bear the cost of any such requested audits and inspections
      that are made more often than Sprint PCS makes audits or inspections of
      its own network sites.

            Manager will retain for 3 years records demonstrating compliance
      with Siting Regulations, including compliance audit and inspection
      records. Manager will make those records available upon request to Sprint
      PCS for production, inspection, and copying in the manner specified by
      Sprint PCS. Sprint PCS will bear the cost of production, inspection, and
      copying.

      26. Notices [NEW]. Paragraph 3 of Addendum III is deleted. (a) Section
17.1 is amended to read as follows:

            17.1 Notices. (a) Any notice, payment, invoice, demand or
      communication required or permitted to be given by any provision of this
      agreement must be in writing and mailed (certified or registered mail,
      postage prepaid, return receipt requested), sent by hand or overnight
      courier, charges prepaid or sent by facsimile or email (in either instance
      with acknowledgement or read receipt received), and addressed as described
      below, or to any other address or number as the person or entity may from
      time to time specify by written notice to the other parties. Sprint PCS
      may give notice of changes to a Program Requirement by sending an email
      that directs Manager to the changed Program Requirement on the affiliate
      intranet website.

            The subject line of any email notice that purports to amend any
      Program Requirement must read "Program Requirement Change" and the first
      paragraph must indicate (i) which Program Requirement is being modified,
      (ii) what is being modified in the Program Requirement, and (iii) when the
      Program Requirement will take effect. The email must also include either a
      detailed summary of the Program Requirement Change or a redline comparison
      between the old Program Requirement and the new Program Requirement.

            Any notice, demand or communication intended to be notice of a
      breach of


                                       49
<PAGE>

      an agreement or notice of an Event of Termination must:

                  (A) clearly indicate that intent,

                  (B) state the section(s) of the agreements allegedly breached,
            and

                  (C) be mailed or sent by overnight courier in the manner
            described in the first paragraph in this section 17.1.

            Manager will promptly give Sprint PCS a copy of any notice of
      default Manager receives from the Administrative Agent or any Lender, and
      a copy of any related notice Manager gives to the Administrative Agent or
      any Lender. Sprint PCS will promptly give Manager a copy of any notice of
      default that Sprint PCS receives from the Administrative Agent or any
      Lender and a copy of any related notice that Sprint PCS gives to the
      Administrative Agent or any Lender.

            All notices and other communications given to a party in accordance
      with the provisions of this agreement will be deemed to have been given
      when received.

      (b) The parties' notice addresses are as follows:

      For all entities comprising Sprint PCS:

                  Sprint PCS
                  KSOPHF0402-4B101
                  6200 Sprint Parkway
                  Overland Park, KS  66251
                  Telephone: 913-794-1530
                  Telecopier: 913-523-2759
                  Email: dbotto01@sprintspectrum.com
                  Attention: Vice President - Wireless Alliances Group

            with a copy to:

                  Sprint Law Department
                  KSOPHT0101-Z2020
                  6391 Sprint Parkway
                  Overland Park, KS  66251
                  Telephone: 913-315-9315
                  Telecopier: 913-523-9823
                  Email: john.w.chapman@mail.sprint.com
                  Attention: John Chapman


                                       50
<PAGE>

      For Manager:

                  Shenandoah Personal Communications Company
                  124 South Main Street
                  Post Office Box 459
                  Edinburg, Virginia  22824-0459
                  Telephone: (540) 984-5209
                  Telecopier: (540) 984-8192
                  Email: cfrench@shentel.net
                  Attention: Mr. Christopher E. French

            and with copies to the following individuals' email addresses if a
      notice of a Program Requirement Change is sent by email:

                  Mr. William L. Pirtle
                  Email: wpirtle@shentel.net

                  Mr. Laurence F. Paxton
                  Email: lfpaxton@shentel.net

                  Mr. Earle A. MacKenzie
                  Email: eam@shentel.net

      27. Force Majeure [NEW]. The second paragraph of section 17.9.3 is amended
to read as follows:

            Neither Manager nor Sprint PCS, as the case may be, is in breach of
      any covenant in this agreement, and no Event of Termination will occur as
      a result of the failure of such party to comply with any covenant, if the
      party's non-compliance with the covenant results primarily from:

                  (i) any FCC order or any other injunction that any
            governmental authority issues that impedes the party's ability to
            comply with the covenant;

                  (ii) the failure of any governmental authority to grant any
            consent, approval, waiver or authorization or any delay on the part
            of any governmental authority in granting any consent, approval,
            waiver or authorization;

                  (iii) the failure of any vendor to deliver in a timely manner
            any equipment or service; or

                  (iv) any act of God, act of war or insurrection, riot, fire,
            accident, explosion, labor unrest, strike, civil unrest, work
            stoppage, condemnation or any similar cause or event not reasonably
            within the control of the party;


                                       51
<PAGE>

      28. Governing Law, Jurisdiction and Consent to Service of Process [NEW and
Addm III, ss.2]. Section 17.12 of the Management Agreement is replaced with the
following language:

            17.12 Governing Law, Jurisdiction and Consent to Service of Process.

                  17.12.1 Governing Law. The internal laws of the State of
      Kansas (without regard to principles of conflicts of law) govern the
      validity of this agreement, the construction of its terms, and the
      interpretation of the rights and duties of the parties.

                  17.12.2 Jurisdiction; Consent to Service of Process.

                  (a) Each party hereby irrevocably and unconditionally submits,
            for itself and its property, to the nonexclusive jurisdiction of any
            Kansas State court sitting in the County of Johnson or any Federal
            court of the United States of America sitting in the District of
            Kansas, and any appellate court from any such court, in any suit
            action or proceeding arising out of or relating to this agreement,
            or for recognition or enforcement of any judgment, and each party
            hereby irrevocably and unconditionally agrees that all claims in
            respect of any such suit, action or proceeding may be heard and
            determined in such Kansas State Court or, to the extent permitted by
            law, in such Federal court.

                  (b) Each party hereby irrevocably and unconditionally waives,
            to the fullest extent it may legally do so, any objection which it
            may now or hereafter have to the laying of venue of any suit, action
            or proceeding arising out of or relating to this agreement in Kansas
            State court sitting in the County of Johnson or any Federal court
            sitting in the District of Kansas. Each party hereby irrevocably
            waives, to the fullest extent permitted by law, the defense of an
            inconvenient forum to the maintenance of such suit, action or
            proceeding in any such court and further waives the right to object,
            with respect to such suit, action or proceeding, that such court
            does not have jurisdiction over such party.

                  (c) Each party irrevocably consents to service of process in
            the manner provided for the giving of notices pursuant to this
            agreement, provided that such service shall be deemed to have been
            given only when actually received by such party. Nothing in this
            agreement shall affect the right of a party to serve process in
            another manner permitted by law.

      29. Transfer of Spectrum [Addm I, ss.21]. Section 17.15.5 is amended to
read as follows:

                  17.15.5 Transfer of Sprint PCS Network. Sprint PCS may sell,
      transfer or assign the Sprint PCS Network and, in connection therewith its
      rights and obligations under this agreement, the Services Agreement and
      any related agreements, to a third party without Manager's consent so long
      as the third party assumes the rights and obligations under this agreement
      and the Services Agreement and any related agreements. Manager


                                       52
<PAGE>

      agrees that Sprint PCS and Sprint PCS' Related Parties will be released
      from any and all obligations under and with respect to any and all such
      agreements upon such sale, transfer or assignment in accordance with this
      section 17.15.5, without the need for Manager to execute any document to
      effect such release.

                  Except for (i) intercompany transfers among Sprint's Related
      Parties and (ii) any transfer of the License that is part of a sale,
      transfer or assignment of the entire Sprint PCS Network (such transfer
      described in (i) and (ii), the "Permitted Transfers"), neither Sprint PCS
      nor any Sprint Related Party shall sell, transfer or assign any of the
      Licenses, or any spectrum under the Licenses, except as follows:

                        (A) Sprint PCS may sell, transfer or assign up to ten
            (10) MHz of spectrum under the Licenses in the aggregate during the
            term of this agreement to a third party without Manager's consent;
            provided, that no such sale, transfer or assignment shall relieve
            Sprint PCS of its obligations under this agreement, the Services
            Agreement, or any related agreements.

                        (B) If Sprint PCS determines it wishes to sell, transfer
            or assign spectrum under the Licenses which, when added together
            with all prior sales, transfers and assignments of spectrum under
            the Licenses (other than Permitted Transfers), exceeds 10 MHz of
            spectrum (such spectrum proposed to be sold, assigned or
            transferred, the "Offered Spectrum"), then upon receiving any offer
            to purchase the Offered Spectrum (a "Spectrum Offer"), Sprint PCS
            agrees to promptly deliver to Manager a copy of such Spectrum Offer.
            The Spectrum Offer is deemed to constitute an offer to sell to
            Manager, on the terms set forth in the Spectrum Offer, all but not
            less than all of the Offered Spectrum. Manager will have a period of
            sixty (60) days from the date of receipt of the Spectrum Offer to
            notify Sprint PCS that Manager agrees to purchase the Offered
            Spectrum on such terms. If Manager timely agrees in writing to
            purchase the Offered Spectrum, the parties will proceed to
            consummate such purchase not later than the one hundred eightieth
            (180th) day after the date of Manager's receipt of the Spectrum
            Offer. If Manager does not agree within the sixty (60) day period to
            purchase the Offered Spectrum, Sprint PCS will have the right, for a
            period of one hundred twenty (120) days after such sixtieth (60th)
            day, subject to restrictions set forth in this section 17, to sell
            to the person or entity identified in the Spectrum Offer all of the
            Offered Spectrum on terms and conditions no less favorable to Sprint
            PCS than those set forth in the Spectrum Offer. If Sprint PCS fails
            to sell the Offered Spectrum to such person or entity on such terms
            and conditions within such one hundred twenty (120) day period,
            Sprint PCS will again be subject to the provisions of this section
            17.15.5(b)(ii) with respect to the Offered Spectrum.

      30. Announced Transactions [Addm I, ss.22]. Section 17.24 is deleted.

      31. Additional Terms and Provisions [Addm I, ss.23]. Section 17.25 is
amended to read as follows:


                                       53
<PAGE>

            17.25 Additional Terms and Provisions. Certain additional and
      supplemental terms and provisions of this agreement, if any, are set forth
      in Addendum I. Manager represents and warrants that the Addendum I also
      describes all existing contracts and arrangements (written or verbal) to
      which Manager or its Related Parties are a party that relate to or affect
      the rights of Sprint PCS or Sprint under this agreement (e.g., agreements
      relating to long distance telephone services (section 3.4)).

      32. Federal Contractor Compliance [Addm I, ss.24]. A new section 17.28,
the text of which is attached as Exhibit B to Addendum I, is added and
incorporated by this reference. When and to the extent required by applicable
law, Manager will comply with the requirement of this section 17.28.

      33. Year 2000 Compliance [Addm I,ss.25]. A new section 17.29 is added to
the Management Agreement:

            17.29 Year 2000 Compliance. If the Service Area Network or any
      system used to support the Service Area Network fails to satisfy the
      Sprint PCS requirements for "Year 2000 Compliance" due to defects or
      failures in any system or equipment selected by Manager (including systems
      or third party vendors and subcontractors selected by Manager rather than
      by Sprint PCS), Manager will, at its own expense, make the repairs,
      replacements or upgrades necessary to correct the failure. If the Service
      Area Network or any system used to support the Service Area Network fails
      to satisfy the Sprint PCS requirements for "Year 2000 Compliance" due to
      defects or failures in any systems or equipment selected by Sprint PCS
      (including systems or equipment of third party vendors and subcontractors
      that Sprint PCS selects and requires Manager to use), Sprint PCS will, at
      its own expense, make the repairs, replacements or upgrades necessary to
      correct the failure.

            "Year 2000 Compliance" means the functions, calculations, and other
      computing processes of the Service Area Network (collectively "Processes")
      that perform and otherwise process, date-arithmetic, display, print or
      pass date/time data in a consistent manner, regardless of the date in time
      on which the Processes are actually performed or the dates used in such
      data or the nature of the date/time data input, whether before, during or
      after January 1, 2000, and whether or not the date/time data is affected
      by leap years. To the extent any part of the Service Area Network is
      intended to be used in combination with other software, hardware or
      firmware, it will properly exchange date/time data with such software,
      hardware or firmware. The Service Area Network will accept and respond to
      two-digit year-date input, correcting or supplementing as necessary, and
      store, print, display or pass date/time data in a manner that is
      unambiguous as to century. No date/time data will cause any part of the
      Service Area Network to perform an abnormally ending routine or function
      within the Processes or generate incorrect final values or invalid
      results.


                                       54
<PAGE>

                               Services Agreement

      34. Non-Exclusive Service [NEW] Section 1.3 of the Services Agreement is
amended and restated in its entirety to read as follows:

            1.3 Non-Exclusive Services. Nothing contained in this agreement
      confers upon Manager an exclusive right to any of the Services. Sprint
      Spectrum may contract with others to provide expertise and services
      identical or similar to those to be made available or provided to Manager
      under this agreement.

      35. Services Agreement [NEW]. Article 2 of the Services Agreement is
amended to read as follows:

                                   2. SERVICES

            2.1 Services.

                  2.1.1 Services. Subject to the terms of this agreement,
      through December 31, 2006, Manager will obtain the services set forth on
      Schedule 2.1.1 attached to this agreement ("Services") from Sprint
      Spectrum in accordance with this section 2.1, and Sprint Spectrum will
      provide all or none of the Services. For purposes of clarification, as of
      the Effective Date of Addendum V through December 31, 2006, Sprint
      Spectrum is providing all of the Services to Manager and Sprint Spectrum
      will not provide individual Services.

                  The fees charged for the Services and the process for setting
      the fees charged for the Services are set forth in section 3.2. Sprint
      Spectrum may designate additional Services upon at least 60 days' prior
      written notice to Manager by providing an amended Schedule 2.1.1 to
      Manager in accordance with the provisions of section 9.1.

                  Without Manager's prior written consent, neither Sprint
      Spectrum nor any of its Related Parties will require Manager to pay for:

                  (A) any of those additional CCPU Services or CPGA Services to
      the extent that they are the same as or functionally equivalent to any
      service or benefit that Manager currently receives from Sprint Spectrum or
      its Related Parties or Sprint PCS or its Related Parties but for which
      Manager does not pay a separate fee immediately after the Effective Date,
      or

                  (B) any other additional CCPU Services or CPGA Services
      through December 31, 2006. After that date the fee for those other
      additional Services will be included in the fees based on Sprint PCS CCPU
      and Sprint PCS CPGA as set forth in section 3.2.

                  2.1.2 Discontinuance of Services. If Sprint Spectrum
      determines to no longer offer a Service, then Sprint Spectrum must


                                       55
<PAGE>

                        (i) notify Manager in writing a reasonable time before
                  discontinuing the Service, except Sprint will notify Manager
                  at least 9 months before Sprint plans to discontinue a
                  significant Service (e.g., billing, collection and customer
                  care), and

                        (ii) discontinue the Service to all Other Managers.

      If Manager determines within 90 days after receipt of notice of
      discontinuance that it wants to continue to receive the Service, Sprint
      Spectrum will use commercially reasonable efforts to:

                        (a) help Manager provide the Service itself or find
                  another vendor to provide the Service, and

                        (b) facilitate Manager's transition to the new Service
                  provider.

                  The fees charged by Sprint Spectrum for the CCPU Services and
      CPGA Services will be reduced by any fees payable by Manager to a vendor
      or new Service provider in respect of discontinued CCPU Services and CPGA
      Services, if (x) Sprint Spectrum procures such CCPU Services or CPGA
      Services from a vendor or a new Service provider and bills those items as
      Settled-Separately Manager Expenses (as defined in subsection 3.2.5 of
      this agreement), or (y) Manager procures such CCPU Services or CPGA
      Services from a vendor or a new provider of Services, or (z) Manager
      self-provisions the Service. No adjustment to the fees will be made if
      Sprint Spectrum discontinues a CCPU Service or CPGA Service and Sprint
      Spectrum does not provide the CCPU Service or CPGA Service to end users.

                  2.1.3 Performance of Services. Sprint Spectrum may select the
      method, location and means of providing the Services. If Sprint Spectrum
      wishes to use Manager's facilities to provide the Services, Sprint
      Spectrum must obtain Manager's prior written consent.

            2.2 Third Party Vendors. Some of the Services might be provided by
      third party vendors under arrangements between Sprint Spectrum and the
      third party vendors. In some instances, Manager may receive Services from
      a third party vendor under the same terms and conditions that Sprint
      Spectrum receives those services. In other instances, Manager may receive
      Services under the terms and conditions set forth in an agreement between
      Manager and the third party vendor.

      36. Payment of Fees Under Services Agreement [NEW]. Paragraph 26 of
Addendum I is deleted. Article 3 of the Services Agreement is amended to read as
follows:


                                       56
<PAGE>

                              3. FEES FOR SERVICES

            3.1 Services. Manager will pay Sprint Spectrum a fee for the
      Services provided by or on behalf of Sprint Spectrum now or in the future,
      subject to Section 2.1.1. Manager may not obtain these Services from other
      sources, except as provided in this agreement.

                  If a change to Sprint PCS' accounting classifications for the
      CCPU Services or CPGA Services materially changes the amount of the Sprint
      PCS CCPU or Sprint PCS CPGA relative to the amount immediately before the
      change, then the rates outlined in section 3 of the Services Agreement
      will be adjusted to reflect the change.

                  If the accounting classification change has the effect of
      moving a Service from a CCPU Service or CPGA Service to a
      Settled-Separately Manager Expense, the fees for the CCPU Services or CPGA
      Services, as applicable, charged by Sprint Spectrum will be reduced by the
      fees payable by Manager for the new Settled-Separately Manager Expense.

            3.2 Fees for Services.

                  3.2.1 Initial Pricing Period. The fees Manager will pay Sprint
      Spectrum for the CCPU Services and CPGA Services provided to Manager by or
      on behalf of Sprint Spectrum each month from the first day of the calendar
      month following the Effective Date of Addendum V until December 31, 2006
      ("Initial Pricing Period"), will be:

                  (a) for the CCPU Services: $7.70 per subscriber multiplied by
      the Number of Customers in Manager's Service Area, and

                  (b) for the CPGA Services: an amount equal to, but not to
      exceed $25.00 per Gross Customer Addition in Manager's Service Area:

                  (i) the most recently publicly reported Sprint PCS CPGA,
                  multiplied by a percentage equal to the lesser of:

                        (A) Manager's current percentage of the most recently
                        publicly reported Sprint PCS CPGA, and

                        (B) 6.3% of the most recently publicly reported Sprint
                        PCS CPGA;

                  multiplied by

                  (ii) the Gross Customer Additions in Manager's Service Area.

                  The fees will be paid as set forth in section 10 of the
      Management Agreement.

                  3.2.2 Pricing Process. After the Initial Pricing Period, the
      fee for


                                       57
<PAGE>

      CCPU Services will become a percentage of Sprint PCS CCPU and the fee for
      CPGA Services will be adjusted to a new percentage of Sprint PCS CPGA. The
      parties will reset the CCPU and CPGA percentages to be applied in each
      pricing period after the Initial Pricing Period ends. Each subsequent
      pricing period will last three years (if Manager continues to use Sprint
      Spectrum or a Related Party to provide these Services) with, for example,
      the second pricing period beginning on January 1, 2007 and ending on
      December 31, 2009.

                  The process for resetting the percentages is as follows:

                  (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
      percentages by October 31 of the calendar year before the calendar year in
      which the then current pricing period ends (e.g. if the pricing period
      ends on December 31, 2006 then the percentages have to be presented by
      October 31, 2005). The proposed percentages will be based on the amount
      necessary to recover Sprint PCS' reasonable costs for providing the CCPU
      Services and CPGA Services to Manager and the Other Managers. Manager's
      representative and the Sprint PCS representative will begin discussions
      regarding the proposed CCPU and CPGA percentages within 20 days after
      Manager receives the proposed CCPU and CPGA percentages from Sprint
      Spectrum.

                  (b) The fee Manager will pay Sprint Spectrum for the CCPU
      Services provided to Manager by or on behalf of Sprint Spectrum each month
      beginning on January 1, 2007 until December 31, 2008 under the pricing
      process described in this section 3.2.2 will not exceed $8.50 per
      subscriber multiplied by the Number of Customers in Manager's Service
      Area.

                  (c) If the parties do not agree on new CCPU and CPGA
      percentages within 30 days after the discussions begin, then Manager may
      escalate the discussion to the Sprint PCS Chief Financial Officer or
      Sprint Spectrum may escalate the discussion to Manager's Chief Executive
      Officer or Chief Financial Officer.

                  (d) If the parties cannot agree on the new CCPU and CPGA
      percentages through the escalation process within 20 days after the
      escalation process begins, then Manager may either

                        (i) submit the determination of the CCPU and CPGA
                  percentages to binding arbitration under section 14.2 of this
                  agreement, excluding the escalation process set forth in
                  section 14.1 and continue obtaining all of the CCPU Services
                  and CPGA Services from Sprint Spectrum at the CCPU and CPGA
                  percentages the arbitrator determines, or

                        (ii) procure from a vendor other than Sprint Spectrum or
                  self-provision all of the Services.


                                       58
<PAGE>

            Manager will begin paying Sprint Spectrum under the CCPU and CPGA
percentages that Sprint Spectrum presents for discussion at the beginning of the
new pricing period until the date on which the parties agree or until the
arbitrator determines the new CCPU and CPGA percentages, whichever occurs first.
Within 30 days after the percentages are determined (either by agreement or by
arbitration), Sprint PCS will recalculate the fees from the beginning of the new
pricing period and give notice to Manager of what the fees are and the amount of
any adjusting payments required. If Sprint PCS owes Manager a refund of fees
already paid, Sprint PCS may pay the amount to Manager or Sprint PCS, in its
sole discretion, may credit the amount of the refund against any amounts Manager
then owes to Sprint PCS. If Sprint PCS chooses to pay the refund, it will make
the payment at the time it sends the notice to Manager; If Sprint PCS chooses to
credit the refund, it will in the notice indicate the amounts owing to which the
credit will be applied. If Manager owes Sprint PCS additional fees Manager will
pay those fees to Sprint PCS within 10 days after receipt of the notice.

            By December 1, 2006, the parties will agree on a service level
agreement for customer care services and collection services ("Customer-Related
Services") that will apply to Customer-Related Services delivered by Sprint
Spectrum starting on January 1, 2007. If the parties cannot agree on a service
level agreement by December 1, 2006, either party may submit a proposed service
level agreement to binding arbitration under section 14.2 of the Management
Agreement, excluding the escalation process set forth in section 14.1. If the
arbitration concludes after January 1, 2007 the service level agreement, as
agreed upon through the arbitration process, will be effective as of January 1,
2007. The agreement will set forth 5 metrics for Customer-Related Services and
will provide that Sprint Spectrum will use commercially reasonable efforts to
meet the industry averages for those metrics as in effect on December 1, 2006.
The 5 metrics are:

      a)    Service Grade Rate defined as percentage of calls answered in 60
            seconds or less after the customer enters the call queue.

      b)    Average Hold Time defined as average time a customer waits to talk
            to a customer service representative once the customer enters the
            call queue.

      c)    Abandoned Call Rate defined as the percentage of calls that
            disconnect prior to talking to a customer service representative
            after the customer enters the call queue.

      d)    Net Write-Offs Rate defined as monthly write-offs of accounts
            receivable, net of customer deposits, divided by monthly subscriber
            revenue.

      e)    Past-Due Accounts Receivable Aging Rates defined as percentage of
            accounts receivable greater than 60 days from due date.

            The service level agreement will provide that Sprint Spectrum will
give Manager a quarterly report on the above metrics. Beginning in 2008, Manager
will have the right to opt out of Sprint Spectrum providing the Customer Related
Services if the average of the metrics reflected in the four quarterly reports
for the prior calendar year indicate that Sprint Spectrum is not in compliance
with any 2 of the 5 metrics. To exercise the opt-out right, Manager must give
its opt-out notice to Sprint Spectrum during the first quarter of any calendar
year that Manager has an opt-


                                       59
<PAGE>

out right. Upon receipt of an opt-out notice, Manager and Sprint Spectrum will
use commercially reasonable efforts to transition the Customer-Related Services
to Manager or a third party vendor within 9 months after the opt-out notice
date. Upon the parties' completion of the transition, the parties will agree to
an adjustment to the CCPU Service Fee being charged by Sprint Spectrum to
Manager. If the parties cannot agree to an adjustment, Manager has the right to
submit the determination to binding arbitration under section 14.2 of the
Management Agreement, excluding the escalation process set forth in section
14.1, and continue obtaining all the CPGA Services and remaining CCPU services
from Sprint Spectrum. Manager will reimburse Sprint Spectrum for transition and
continuing operation costs in accordance with Section 3.2.4.

            Manager's opt-out right described above is its sole remedy if Sprint
Spectrum is not in compliance with the metrics; Sprint Spectrum's non-compliance
with the metrics does not constitute a breach of this agreement or any other
agreement between the parties.

            Manager has the right to propose to Sprint Spectrum that Manager
self-provision or procure from a vendor some, but not all, of the Services.
Sprint Spectrum will discuss the proposal with Manager, but Manager can only
self-provision or procure from a vendor some of the Services if Sprint Spectrum
agrees.

                  3.2.3 Sprint Spectrum First Right of Refusal. Manager must
      give Sprint Spectrum written notice of Manager's decision to procure the
      Services from a third party vendor the Services at least 120 days before
      the end of the Initial Pricing Period or any subsequent three-year pricing
      period and provide the third party vendor terms to Sprint Spectrum. Sprint
      Spectrum will have 30 days from the date it receives the third party
      vendor's terms to decide if it will provide those Services to Manager
      under those terms.

                  Manager must agree to receive the Services from Sprint
      Spectrum if Sprint Spectrum gives notice to Manager that it will provide
      the Services to Manager on the third party vendor terms. If Sprint
      Spectrum does not exercise its first right of refusal, Manager must sign
      the agreement with the third party vendor on the same terms and conditions
      as presented to Sprint Spectrum within 10 Business Days after Sprint
      Spectrum notifies Manager of its decision not to exercise the first right
      of refusal or the expiration of the 30-day period, whichever occurs first.
      The procedure set forth in this section 3.2.3 will begin again if Manager
      does not sign the agreement with the third party vendor as required in the
      preceding sentence.

                  3.2.4 Transition and Continuing Operating Costs. Sprint
      Spectrum will cooperate with Manager and work diligently and in good faith
      to implement the transition to another service provider (including
      Manager, if applicable), in a reasonably efficient and expeditious manner.

                  Manager will pay for all reasonable out-of-pocket costs that
      Sprint Spectrum and its Related Parties actually incur to (i) transfer any
      Service(s) provided to Manager to a third party vendor or to enable
      Manager to self-provide any Service(s), and (ii) operate and maintain
      systems, processes, licenses and


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      equipment to support those Services. Sprint Spectrum will bill Manager
      monthly for these costs.

                  3.2.5 Settled-Separately Manager Expenses. Manager will pay to
      or reimburse Sprint Spectrum for any amounts that Sprint Spectrum or its
      Related Parties pays for Settled-Separately Manager Expenses.
      "Settled-Separately Manager Expenses" means those items the parties choose
      to settle separately between themselves (e.g. accessory margins,
      reciprocal retail store cost recovery) that are listed in sections C and D
      of Schedule 2.1.1.

                  Sprint Spectrum will give Manager at least 60 days' prior
      written notice by providing an amended Schedule 2.1.1 to Manager in
      accordance with the provisions of section 9.1 of any additional Services
      added to sections C and D of Schedule 2.1.1, but no additional service may
      be added to the extent it is the same as, or functionally equivalent to,
      either:

                        (a) any service that Sprint Spectrum or any of its
            Related Parties currently provides to Manager as a CCPU Service or a
            CPGA Service (unless the fees payable by Manager to Sprint Spectrum
            hereunder are correspondingly reduced) or

                        (b) any service or benefit that Manager currently
            receives from Sprint Spectrum or its Related Parties but for which
            Manager does not pay a separate fee before the Effective Date.

            For each Settled-Separately Manager Expense, Sprint Spectrum will
      provide sufficient detail to enable Manager to determine how the expense
      was calculated, including the unit of measurement (e.g., per subscriber
      per month or per call) and the record of the occurrences generating the
      expense (e.g., the number of calls attributable to the expense). If an
      expense is not reasonably subject to occurrence level detail, Sprint
      Spectrum will provide reasonable detail on the process used to calculate
      the fee and the process must be reasonable. A detail or process is
      reasonable if it is substantially in the form as is customarily used in
      the wireless industry. The Settled-Separately Manager Expenses will be
      paid as set forth in section 10 of the Management Agreement. Sprint
      Spectrum and its Related Parties may arrange for Manager to pay any of the
      Settled-Separately Manager Expenses directly to the vendor after giving
      Manager reasonable notice.

            Unless Manager specifically agrees otherwise, any Settled-Separately
      Manager Expense that Sprint Spectrum or any of its Related Parties is
      entitled to charge or pass through to Manager under this agreement or the
      Management Agreement will reflect solely out-of-pocket costs and expenses
      that Sprint Spectrum or its Related Parties actually incur, will be
      usage-based or directly related to revenue-generating products and
      services, and will not include any allocation of Sprint PCS' or its
      Related Parties' internal costs or expenses (including, but not limited
      to, allocations of general and administrative expenses or allocations of
      employee compensation or related expenses). For clarity, Sprint


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<PAGE>

      Spectrum's or its Related Parties' out-of-pocket costs for handset and
      accessory inventory consist of actual inventory invoice costs less any
      volume incentive rebates and price protection credits that Sprint Spectrum
      or its Related Parties receive from a vendor.

            3.3 Late Payments. Any payment due under this section 3 that Manager
      fails to pay to Sprint Spectrum in accordance with this agreement will
      bear interest at the Default Rate beginning (and including) the 6th day
      after the due date stated on the invoice until (and including) the date on
      which the payment is made.

            3.4 Taxes. Manager will pay or reimburse Sprint Spectrum for any
      sales, use, gross receipts or similar tax, administrative fee,
      telecommunications fee or surcharge for taxes or fees that a governmental
      authority levies on the fees and charges that Manager pays to Sprint
      Spectrum or a Related Party.

      37. Audit [NEW]. Section 5.1.2 of the Services Agreement is amended to
read as follows:

            5.1.2 Audits. On reasonable advance notice by one party, the other
      party must provide its independent or internal auditors access to its
      appropriate financial and operating records, including, without
      limitation, vendor and distribution agreements, for purposes of auditing
      the amount of fees, costs, expenses (including operating metrics referred
      to in this agreement and the Services Agreement relating to or used in the
      determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
      Services or CPGA Services) or other charges payable in connection with the
      Service Area for the period audited. The party that requested the audit
      may decide if the audit is conducted by the other party's independent or
      internal auditors. Manager and Sprint Spectrum may each request no more
      than one audit per year.

                  (a) If the audit shows that Sprint Spectrum was underpaid
            then, unless the amount is contested, Manager will pay to Sprint
            Spectrum the amount of the underpayment within 10 Business Days
            after Sprint Spectrum gives Manager written notice of the
            underpayment determination.

                  (b) If the audit determines that Sprint Spectrum was overpaid
            then, unless the amount is contested, Sprint Spectrum will pay to
            Manager the amount of the overpayment within 10 Business Days after
            Manager gives Sprint Spectrum written notice of the overpayment
            determination.

            The auditing party will pay all costs and expenses related to the
      audit unless the amount owed to the audited party is reduced by more than
      10% or the amount owed by the audited party is increased by more than 10%,
      in which case the audited party will pay the costs and expenses related to
      the audit.

            If either party disputes the auditor's conclusion then the dispute
      will be submitted to binding arbitration in accordance with section 14.2
      of the Management


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      Agreement, excluding the escalation process set forth in section 14.1 of
      the Management Agreement.

            Sprint PCS will provide a Type II Report to Manager annually. If
      Manager, on the advice of its independent auditors or its legal counsel,
      determines that a statute, regulation, rule, judicial decision or
      interpretation, or audit or accounting rule, policy or literature
      published by the accounting or auditing profession or other authoritative
      rule making body (such as the Securities and Exchange Commission, the
      Public Company Accounting Oversight Board or the Financial Accounting
      Standards Board) requires additional assurances beyond SAS 70, then Sprint
      Spectrum will cooperate with Manager to provide the additional assurances.
      Sprint Spectrum's independent auditors will prepare any Type II Report or
      Manager Management Report provided under this section 5.1.2 and will
      provide an opinion on the controls placed in operation and tests of
      operating effectiveness of those controls in effect at Sprint PCS over
      Manager Management Processes. Sprint PCS or Sprint PCS' auditors will
      provide information to Manager or Manager's auditors to perform analysis
      procedures requested by Manager in accordance with this paragraph.

      38. Emailing Notices [NEW]. Section 9.1 of the Services Agreement is
amended to read as follows:

            9.1 Notices. Any notice, payment, invoice, demand or communication
      required or permitted to be given by any provision of this agreement must
      be in writing and mailed (certified or registered mail, postage prepaid,
      return receipt requested), sent by hand or overnight courier, charges
      prepaid or sent by facsimile or email (in either instance with
      acknowledgement or read receipt received), and addressed as described in
      section 17.1(b) of the Management Agreement, or to any other address or
      number as the person or entity may from time to time specify by written
      notice to the other parties.

            The subject line of any email notice that purports to add any
      additional service to Schedule 2.1.1 must read "Additional Service to
      Schedule 2.1.1". The new Schedule 2.1.1 must also be attached to the
      email, and notice will also be provided to those individuals listed for
      notices for Manager regarding Program Requirement Changes set forth in
      section 17.1(b) of the Management Agreement.

            Any notice, demand or communication intended to be notice of a
      breach of an agreement or notice of an Event of Termination must clearly
      indicate that intent, state the section(s) of the agreements allegedly
      breached, and in addition to any other form of notice it must be mailed or
      sent by overnight courier in the manner described in the first paragraph
      of this section 9.1.

            Manager will promptly give Sprint Spectrum a copy of any notice
      Manager receives from the Administrative Agent or any Lender, and a copy
      of any notice Manager gives to the Administrative Agent or any Lender.
      Sprint Spectrum will promptly give Manager a copy of any notice that
      Sprint Spectrum receives from the


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<PAGE>

      Administrative Agent or any Lender and a copy of any notice that Sprint
      Spectrum gives to the Administrative Agent or any Lender.

            All notices and other communications given to a party in accordance
      with the provisions of this agreement will be deemed to have been given
      when received.

      39. Force Majeure [NEW]. The second paragraph of section 9.8 of the
Services Agreement is amended to read as follows:

            Neither Manager nor Sprint Spectrum, as the case may be, is in
      breach of any covenant in this agreement and no Event of Termination will
      occur as a result of the failure of such party to comply with any
      covenant, if the party's non-compliance with the covenant results
      primarily from:

                  (i) any FCC order or any other injunction that any
            governmental authority issues that impedes the party's ability to
            comply with the covenant;

                  (ii) the failure of any governmental authority to grant any
            consent, approval, waiver or authorization or any delay on the part
            of any governmental authority in granting any consent, approval,
            waiver or authorization;

                  (iii) the failure of any vendor to deliver in a timely manner
            any equipment or service; or

                  (iv) any act of God, act of war or insurrection, riot, fire,
            accident, explosion, labor unrest, strike, civil unrest, work
            stoppage, condemnation or any similar cause or event not reasonably
            within the control of the party;

      40. Governing Law [Addm III, ss.2]]. Section 9.11 of the Services
Agreement is replaced with the following language:

                  9.11 Governing Law. The internal laws of the State of Kansas
            (without regard to principles of conflicts of law) govern the
            validity of this agreement, the construction of its terms, and the
            interpretation of the rights and duties of the parties.

                          Trademark License Agreements

      41. Marking: Compliance with Trademark Laws [Addm I, ss.29]. The following
sentence is added at the end of section 2.3 to both Trademark License
Agreements: "Licensor shall advise Licensee periodically as to the appropriate
designations for each Licensed Mark."

      42. Ownership of Advertising Materials [Addm I, ss.29]. The first sentence
of section 11.5 of both Trademark License Agreements are amended to read as
follows: "All agreements entered into by Licensee with advertising agencies
shall provide that Licensor shall own all


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<PAGE>

advertising materials (including concepts, themes, characters and the like)
created or developed thereunder which incorporate the Licensed Marks."

      43. Notices [NEW]. Section 15.1 of each of the Trademark License
Agreements is amended to read as follows:

            Section 15.1. Notices. Any notice, payment, invoice, demand or
      communication required or permitted to be given by any provision of this
      agreement must be in writing and mailed (certified or registered mail,
      postage prepaid, return receipt requested), sent by hand or overnight
      courier, or sent by facsimile (with acknowledgment received), charges
      prepaid and addressed as described in section 17.1(b) of the Management
      Agreement, or to any other address or number as the person or entity may
      from time to time specify by written notice to the other parties.

            Any notice, demand or communication intended to be notice of a
      breach of an agreement or notice of an Event of Termination must clearly
      indicate that intent, state the section(s) of the agreements allegedly
      breached, and be mailed or sent by overnight courier in the manner
      described in the preceding paragraph.

            Licensee will promptly give Licensor a copy of any notice Licensee
      receives from any Administrative Agent or any Lender, and a copy of any
      notice Licensee gives to any Administrative Agent or any Lender. Licensor
      will promptly give Licensee a copy of any notice that Licensor receives
      from the Administrative Agent or any Lender and a copy of any notice that
      Licensor gives to the Administrative Agent or any Lender.

            All notices and other communications given to a party in accordance
      with the provisions of this agreement will be deemed to have been given
      when received.

      44. Governing Law and Jurisdiction [Addm III, ss.2]. (a) Section 15.8 of
each of the Trademark License Agreements is replaced by the following language:

            15.8 Governing Law. The internal laws of the State of Kansas
      (without regard to principles of conflicts of law) govern the validity of
      this agreement, the construction of its terms and the interpretation of
      the rights and duties of the parties.

      (b) Section 15.13 of each of the Trademark License Agreements is replaced
by the following language:

            15.13 Jurisdiction; Consent to Service of Process.

                  (a) Each party hereby irrevocably and unconditionally submits,
      for itself and its property, to the nonexclusive jurisdiction of any
      Kansas State court sitting in the County of Johnson or any Federal court
      of the United States of America sitting in the District of Kansas, and any
      appellate court from any such


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<PAGE>

      court, in any suit action or proceeding arising out of or relating to this
      agreement, or for recognition or enforcement of any judgment, and each
      party hereby irrevocably and unconditionally agrees that all claims in
      respect of any such suit, action or proceeding may be heard and determined
      in such Kansas State Court or, to the extent permitted by law, in such
      Federal court.

                  (b) Each party hereby irrevocably and unconditionally waives,
      to the fullest extent it may legally do so, any objection which it may now
      or hereafter have to the laying of venue of any suit, action or proceeding
      arising out of or relating to this agreement in Kansas State court sitting
      in the County of Johnson or any Federal court sitting in the District of
      Kansas. Each party hereby irrevocably waives, to the fullest extent
      permitted by law, the defense of an inconvenient forum to the maintenance
      of such suit, action or proceeding in any such court and further waives
      the right to object, with respect to such suit, action or proceeding, that
      such court does not have jurisdiction over such party.

                  (c) Each party irrevocably consents to service of process in
      the manner provided for the giving of notices pursuant to this agreement,
      provided that such service shall be deemed to have been given only when
      actually received by such party. Nothing in this agreement shall affect
      the right of a party to serve process in another manner permitted by law.

                             Schedule of Definitions

      45. Deleted Definitions [NEW]. The definition of "Available Services is
deleted.

      46. Additional, Amended or Supplemented Definitions [NEW]. The following
are new or amended definitions, unless otherwise indicated.

            "Allocable Software Fee" has the meaning set forth in section
      1.3.4(f) of the Management Agreement.

            "Allocated Write-offs" has the meaning set forth in section 10.3.4
      of the Management Agreement. "Amended Exhibit 2.1" has the meaning set
      forth in section 1 of Addendum III.

            "Amount Billed (Net of Customer Credits)" has the meaning set forth
      in section 10.3.3 of the Management Agreement.

            "Away Network" means:

                  (i) any portion of the Sprint PCS Network other than Manager's
            Service Area Network, in the case of Customers with an NPA-NXX
            assigned to the Service Area (or any other such designation in
            accordance with section 17.17 of the Management Agreement), and


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<PAGE>

                  (ii) Manager's Service Area Network, in the case of Customers
            with an NPA-NXX assigned to an area outside the Service Area (or any
            other designation in accordance with section 17.17 of the Management
            Agreement).

            "Billed Component(s)" has the meaning set forth in section 10.3.2 of
      the Management Agreement.

            "Billed Month" has the meaning set forth in section 10.2.1 of the
      Management Agreement.

            "Billed Revenue" has the meaning set forth in section 10.2.1 of the
      Management Agreement.

            "Capital Program Requirement Change" has the meaning set forth in
      section 9.3.1(b) of the Management Agreement.

            "CCPU Services" means those Services listed in section A of Schedule
      2.1.1 to the Services Agreement.

            "Chief Financial Officer of Sprint PCS", "Sprint PCS Chief Financial
      Officer" and other references to the Chief Financial Officer of Sprint PCS
      mean the Senior Vice President - Finance of Sprint Corporation designated
      to serve as the chief financial officer of Sprint PCS or if none, the
      individual serving in that capacity.

            "CPGA Services" means those Services listed in section B of Schedule
      2.1.1 to the Services Agreement.

            "CSA" has the meaning set forth in section 10.2.1 of the Management
      Agreement.

            "Customer" means any customer, except Reseller Customers or
      customers of third parties for which Manager provides solely switching
      services, who purchases Sprint PCS Products and Services, regardless of
      where their NPA-NXX is assigned.

            "Customer Credits" has the meaning set forth in section 10.2.1 of
      the Management Agreement.

            "Customer Equipment Charges" has the meaning set forth in section
      10.3.2.5 of the Management Agreement.

            "Customer Equipment Credits" has the meaning set forth in section
      10.3.2.2 of the Management Agreement.

            "Customer-Related Services" has the meaning set forth in section
      3.2.2 of the Services Agreement.

            "Customer Taxes" means the amounts that Sprint PCS bills to Manager
      Accounts for taxes, including, without limitation, federal, state, and
      local sales, use, gross and excise tax.


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<PAGE>

            "Effective Date" has the meaning set forth in the preamble of
      Addendum V.

            "Enterprise Value" means the combined book value of an entity's
      outstanding debt and equity less cash.

            "E911 Phase I Surcharges" means all costs related to Phase I E911
      functionality.

            "E911 Phase II Surcharges" has the meaning set forth in section
      10.3.2.6 of the Management Agreement.

            "ETC" has the meaning set forth in section 10.6.1 of the Management
      Agreement.

            "Fee Based on Billed Revenue" has the meaning set forth in section
      10.2.1 of the Management Agreement.

            "Gross Customer Additions in Manager's Service Area" means the
      average number of Customers activated (without taking into consideration
      the number of Customers lost) during the previous month with an NPA-NXX
      assigned to the Service Area as reported in Sprint PCS' most recent
      monthly KPI report.

            "Initial 3G Data Fee Period" has the meaning set forth in section
      10.4.1.3(a) of the Management Agreement.

            "Initial Pricing Period" has the meaning set forth in section 3.2.1
      of the Services Agreement.

            "Inter Service Area Fee" has the meaning set forth in section 4.3 of
      the Management Agreement.

            "Investment Banker" has the meaning set forth in section 9.3.2 of
      the Management Agreement.

            "Manager Accounts" has the meaning set forth in section 10.2.1 of
      the Management Agreement.

            "Manager Management Process" has the meaning set forth in section
      12.1.2 of the Management Agreement.

            "Manager Management Report" has the meaning set forth in section
      12.1.2 of the Management Agreement.

            "Net Billed Revenue" has the meaning set forth in section 10.2.1 of
      the Management Agreement.

            "Net Software Cost" means the amount paid by Sprint PCS to the
      vendor directly associated with the Software used by Manager in the
      Service Area for


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<PAGE>

      which Manager is not obligated to pay the Software vendor directly, net of
      any discounts or rebates and excluding any mark-up by Sprint PCS for
      administrative or other fees, and is limited to that proportionate amount
      attributable to Manager.

            "New Coverage" means the build-out in the Service Area that is in
      addition to the build-out required under the then-existing Build-out Plan,
      which build-out Sprint PCS or Manager decides should be built-out.

            "NPA-NXX" means NPA-NXX or an equivalent identifier, such as a
      network access identifier (NAI).

            "Non-Capital Program Requirement Change" has the meaning set forth
      in section 9.3.1(a) of the Management Agreement.

            "Number of Customers in Manager's Service Area" means the average
      number of Customers with NPA-NXXs assigned to the Service Area reported in
      Sprint PCS' most recent monthly KPI report.

            "Offered Spectrum" has the meaning set forth in section 17.15.5 of
      the Management Agreement.

            "Operating Assets" [Addm I, ss.28] means the assets Manager owns and
      uses in connection with the operation of the Service Area Network, at the
      time of termination, to provide the Sprint PCS Products and Services.
      Operating Assets does not include items such as furniture, fixtures and
      buildings that Manager uses in connection with other businesses. Operating
      Assets includes any contracts or agreements between Manager and its
      Related Parties that are necessary to operate the Service Area Network.
      Operating Assets does not include any logos or trademarks registered to
      Manager or its Related Parties or any rights of Manager that survive
      termination of the agreement. Examples of Operating Assets include without
      limitation: switches, towers, cell sites, systems, records and retail
      stores.

            "Outbound Roaming Fees" means the amounts that Sprint PCS or its
      Related Parties bills to Manager Accounts for calls placed on a non-Sprint
      PCS Network.

            "Overall Changes" has the meaning set forth in section 1.10(a) of
      the Management Agreement.

            "Program Requirement Change" means a change in a Program Requirement
      issued by Sprint PCS in accordance with section 9.2 of the Management
      Agreement.

            "Real Property" has the meaning set forth in paragraph 1.7 of
      Exhibit 11.8 to the Management Agreement.

            "Related Party" means, with respect to any Person, any other Person
      that directly or indirectly through one or more intermediaries controls,
      is controlled by, or is under common control with the Person. For purposes
      of the Management Agreement, Sprint


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<PAGE>

      Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P., a
      Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
      PhillieCo Partners I, L.P., a Delaware limited partnership, PhillieCo,
      L.P., a Delaware limited partnership, Sprint Telephony PCS, L.P., a
      Delaware limited partnership, Sprint PCS License, L.L.C., a Delaware
      limited liability company, American PCS Communications, LLC, a Delaware
      limited liability company, APC PCS, LLC, a Delaware limited liability
      company, and Sprint Communications Company L.P., a Delaware partnership,
      will be deemed to be Related Parties of Sprint PCS. For purposes of this
      definition, the term "controls" (including its correlative meanings
      "controlled by" and "under common control with") means the possession,
      direct or indirect, of the power to direct or cause the direction of the
      management and policies of a Person, whether through the ownership of
      voting securities, by contract or otherwise.

            "Reseller Customer" means customers of companies or organizations
      with a Private Label PCS Services or similar resale agreement with Sprint
      PCS or Manager.

            "Reseller Customer Fees" has the meaning set forth in section
      10.4.1.1 of the Management Agreement.

            "SCCLP" has the meaning set forth in section 3.4.2(b) of the
      Management Agreement.

            "Selected Services" means Services.

            "Service Area Network" means the network that is directly required
      for the provision of Sprint PCS Products and Services to Customers and is
      managed by Manager under the Management Agreement in the Service Area
      under the License.

            "Services" has the meaning set forth in section 2.1.1 of the
      Services Agreement.

            "Settled-Separately Manager Expenses" has the meaning set forth in
      section 3.2.5 of the Services Agreement.

            "Software" means only that software and software features currently
      existing or developed in the future that are used in connection with
      telecommunications equipment owned or leased by Manager in Manager's
      provisioning of Sprint PCS Products and Services and that are necessary in
      Manager's provisioning of Sprint Products and Services in the Service Area
      and includes, without limitation, software maintenance, updates,
      improvements, upgrades and modifications to the software. "Software"
      expressly excludes:

                        (i) software "rights to use" licenses to the extent paid
                  to the licensor directly by Manager, and

                        (ii) software operating Sprint PCS' national platforms,
                  billing system platforms, customer service platforms and like
                  applications.


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<PAGE>

            "Software Fees" means costs associated (including applicable license
      fees) with procuring software, software maintenance, software upgrades and
      other software costs needed to provide uniform and consistent operation of
      the wireless systems within the Sprint PCS Network.

            "Spectrum Offer" has the meaning set forth in section 17.15.5 of the
      Management Agreement.

            "Sprint PCS" means any or all of the following Related Parties who
      are License holders or signatories to the Management Agreement: Sprint
      Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P., a
      Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
      PhillieCo Partners I, L.P., a Delaware limited partnership, PhillieCo,
      L.P., a Delaware limited partnership, Sprint Telephony PCS, L.P., a
      Delaware limited partnership, Sprint PCS License, L.L.C., a Delaware
      limited liability company, American PCS Communications, LLC, a Delaware
      limited liability company, and APC PCS, LLC, a Delaware limited liability
      company. Any reference in the Management Agreement or Services Agreement
      to Cox Communications PCS, L.P., a Delaware limited partnership, or Cox
      PCS License, L.L.C., a Delaware limited liability company, is changed to
      Sprint Telephony PCS, L.P., a Delaware limited partnership, or Sprint PCS
      License, L.L.C., a Delaware limited liability company, respectively, to
      reflect name changes filed with the Delaware Secretary of State in 2002.

            "Sprint PCS ARPU" means the average revenue per user publicly
      announced by Sprint PCS or its Related Parties for the most recent
      calendar year. Sprint PCS ARPU is generally calculated by dividing
      wireless service revenues by average wireless subscribers.

            "Sprint PCS CCPU" means the cash cost per user publicly announced by
      Sprint PCS or its Related Parties for the most recent quarter. Sprint PCS
      CCPU is generally calculated by dividing costs of wireless service
      revenues, service delivery and other general and administrative costs by
      average wireless subscribers.

            "Sprint PCS CPGA" means the cost per gross addition publicly
      announced by Sprint PCS or its Related Parties for the most recent
      quarter. Sprint PCS CPGA is calculated by dividing the aggregate costs of
      acquiring new wireless subscribers, including equipment subsidies,
      marketing costs and selling expenses, by gross additional subscribers.

            "Sprint PCS Retail Yield for Voice and 2G Data Usage" means the
      quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
      component in the Sprint PCS ARPU by (b) the reported minutes of use per
      subscriber for the calendar year for which the Sprint PCS ARPU was
      calculated.

            "Sprint PCS Retail Yield for 3G Data Usage" means the quotient
      calculated by dividing (a) the 3G data component in the Sprint PCS ARPU by
      (b) the kilobytes of use for 3G data usage per subscriber for the calendar
      year for which the Sprint PCS ARPU was calculated.


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<PAGE>

            "Subsidy Funds" has the meaning set forth in section 10.6.1 of the
      Management Agreement.

            "Transition Date" has the meaning set forth in section 10.12.3 of
      the Management Agreement.

            "3G Net Travel Amount" has the meaning set forth in section
      10.4.1.3(b)(i)(A) of the Management Agreement.

            "3G Standard Travel Rate" has the meaning set forth in section
      10.4.1.3(a) of the Management Agreement.

            "3G Travel Ratio" means an amount determined where the numerator is
      the total billed kilobytes of use that Customers with an NPA-NXX that is
      not assigned to the Service Area Network use the Service Area Network for
      Inter Service Area 3G Data during a calendar month, calendar year or other
      period and the denominator is total billed kilobytes of use that Customers
      with an NPA-NXX assigned to the Service Area use a portion of the Sprint
      PCS Network other than the Service Area Network for Inter Service Area 3G
      Data for the same measured period.

            "Type II Report" has the meaning set forth in section 12.1.2 of the
      Management Agreement.

            "USF Charges" has the meaning set forth in section 10.3.2.7 of the
      Management Agreement.

            "Vendor Software" has the meaning set forth in section 1.3.4(b) of
      the Management Agreement.

            "Voice and 2G Adjusted Travel Rates" has the meaning set forth in
      section 10.4.1.2(b)(i)(A)of the Management Agreement.

            "Voice and 2G Net Travel Amount" has the meaning set forth in
      section 10.4.1.2(b)(ii)(A) of the Management Agreement.

            "Voice and 2G Standard Travel Rates" has the meaning set forth in
      section 10.4.1.2(a) of the Management Agreement.

            "Voice and 2G Travel Ratio" means an amount determined where the
      numerator is the total billed minutes of use that Customers with an
      NPA-NXX that is not assigned to the Service Area Network use the Service
      Area Network for Inter Service Area Voice and 2G Data during a calendar
      month, calendar year or other period and the denominator is total billed
      minutes of use that Customers with an NPA-NXX assigned to the Service Area
      use a portion of the Sprint PCS Network other than the Service Area
      Network for Inter Service Area Voice and 2G Data for the same measured
      period.


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<PAGE>

            "WLNP Surcharges" has the meaning set forth in section 10.2.4 of the
      Management Agreement.

            "Write-offs" has the meaning set forth in section 10.3.1 of the
      Management Agreement.

            "Year 2000 Compliance" has the meaning set forth in section 17.29 of
      the Management Agreement.


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<PAGE>

B.    Cross-references to Other Paragraphs in Previous Addenda.

            Listed below are those paragraphs in the previous addenda that are
hereby deleted in their entirety.

      Addendum I

            8.    Switching Charges

            12.   Deployment of Cellular by Manager's Related Parties

            Listed below are those paragraphs in the previous addenda that are
interpretations or applications of the Management Agreement, the Services
Agreement, the Trademark License Agreements or the Schedule of Definitions and
that are not listed above. These serve as cross-references to facilitate finding
provisions in the previous addenda. The number shown at the beginning of each
item is the paragraph reference in the designated Addendum.

      Addendum I

            1.    Ownership of Spectrum

            6.    Development and Purchase of Cell Sites

            8.    Switching Charges (Deleted by Addm V, B)

            10.   Branding and Retail Store Presentation

            11.   Use of Manager's PCS Licenses and GSM Assets

            12.   Deployment of Cellular by Manager's Related Parties (Deleted
                  by Addm V, B)

            18.   Regulatory Approvals for Transfers

            27.   Result of Services Agreement Breach

      Addendum II

            1.    Transfer of Spectrum (Deleted by Addm IV, ss.1)

            2.    Counterparts

      Addendum III

            None

      Addendum IV

            1.    Transfer of Spectrum - Deleted

            2.    NPA-NXX-X Transfer

            3.    Counterparts.


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<PAGE>

C.    Other Provisions.

      1. Manager and Sprint PCS' Representations. Manager and Sprint PCS each
represents and warrants that its respective execution, delivery and performance
of its obligations described in this Addendum have been duly authorized by
proper action of its governing body and do not and will not violate any material
agreements to which it is a party. Each of Manager and Sprint PCS also
represents and warrants that there are no legal or other claims, actions,
counterclaims, proceedings or suits, at law or in arbitration or equity, pending
or, to its knowledge, threatened against it, its Related Parties, officers or
directors that question or may affect the validity of this Addendum, the
execution and performance of the transactions contemplated by this Addendum or
that party's right or obligation to consummate the transactions contemplated by
this Addendum.

      2. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms
in their entirety the Management Agreement, the Services Agreement and the
Trademark License Agreements, together with their respective rights and
obligations under those agreements.

      3. Counterparts. This Addendum may be executed in one or more
counterparts, including facsimile counterparts, and each executed counterpart
will have the same force and effect as an original instrument as if the parties
to the aggregate counterparts had signed the same instrument.

            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]


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<PAGE>

      The parties have caused this Addendum V to be executed as of the date
first above written.

                                SPRINT SPECTRUM L.P.

                                By: /S/ David B. Bottoms
                                    -----------------------------------
                                    Name: David B. Bottoms
                                    Title: VP Alliances


                                WIRELESSCO, L.P.

                                By: /S/ David B. Bottoms
                                    -----------------------------------
                                    Name: David B. Bottoms
                                    Title: VP Alliances


                                APC PCS, LLC

                                By: /S/ David B. Bottoms
                                    -----------------------------------
                                    Name: David B. Bottoms
                                    Title: VP Alliances


                                PHILLIECO, L.P.

                                By: /S/ David B. Bottoms
                                    -----------------------------------
                                    Name: David B. Bottoms
                                    Title: VP Alliances


                                SPRINT COMMUNICATIONS COMPANY L.P.

                                By: /S/ Thomas E. Murphy
                                    -----------------------------------
                                    Name: Thomas E. Murphy
                                    Title: Sr. VP Communications & Brand
                                           Management


                                SHENANDOAH PERSONAL
                                COMMUNICATIONS COMPANY

                                By: /S/ Christopher E. French
                                    -----------------------------------
                                    Name: Christopher E. French
                                    Title: President


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<PAGE>

                                    EXHIBIT 1

                  ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

Cash Simplification

Illustrative Only

                                                           ---------------------
                                                                  Monthly
                                                           ---------------------
Write-offs                                                 $  1,235

Billed Revenue                                             $ 10,350
Customer Credits                                               (970)
                                                           --------
Net Billed Revenue                                         $  9,380        82.5%
Customer Equipment Credits                                      (66)       -0.6%
100% Affiliate Retained Amounts                                 235         2.1%
100% Sprint PCS Retained Amounts                              1,479        13.0%
Customer Equipment Charges                                      175         1.5%
E911 Surcharges                                                  65         0.6%
Wireless Local Number Portability Charges                        26         0.2%
USF Charges                                                      74         0.7%
                                                           --------------------
Amount Billed (Net of Customer Credits)                    $ 11,368       100.0%

Fee Calculation

Net Billed Revenue                                         $  9,380
Allocated Write-off                                          (1,019)
                                                           --------
                                                           $  8,361
                                                                 92%
                                                           --------
Fee Based on Billed Revenue                                $  7,692

100% Affiliate Retained Amounts                            $    235
    Allocated Write-off                                         (26)
Phase II E911 Surcharges                                         53
    Allocated Write-off                                          (6)
Wireless Local Number Portability Charges                         2
    Allocated Write-off                                          (0)
Customer Equipment Credits                                      (66)
    Allocated Write-off                                           7
Write-off for Customer Equipment Charges                        (19)
                                                           --------
                                                           $    180

Total                                                      $  7,872

                                                           ---------------------


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<PAGE>

                                 Schedule 2.1.1

                                   -SECTION A-

Presently Offered CCPU Services - Activity Applied as % to Sprint PCS reported
CCPU

3G Fees
A/P Backhaul/Facility Disputes
Affiliate Utilities
ATM Soft Hand Off
Bank Fees
BI Performance Services - Initiation
BI Performance Services - Maintenance
Bid Cost
Billing
Check Free
Clarify Maintenance Fee
CO Usage
Collection Agency Fees
Conferences
Costs associated with rollout of new products and services
Credit Card Processing/Fees
Customer Care
Customer Solutions - Mature Life
Directory Assistance
DS3
E - Commerce PT
Enhanced Voicemail
Entrance Facility Expenses (Includes Terminating/Trunking Charge)
Ford Revenue
Ford Telematics
Gift Card Payable
Gift Card Receivable
Hal Riney Ad Kit
High Speed Remote Access Server
ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
IMT Charges
Interconnection
Inter-Machine Trunk
IT (Includes E-Commerce)
LD Verification
LIDB / CNAM
Local Loop, COC, ACF, IXC, etc. (National Platform Expense - Local Loop Cost,
      Central Office Connection (COC), access Coordination Fee (ACF),
      Co-Location Charges, and Inter Exchange Carrier (IXC) Charges)
Lockbox 261
MCI Disconnect Adjusted
National Platform - COA
National Platform Disputes
National Platform (2G) (Includes Voice Activated Dialing)


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<PAGE>

National Platform Component
FCAPS (Fault, Configuration, Accounting, Performance, Security)
           Capital Projects
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

IN (Intelligent Network)
           Capital Expense
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

OSSN
           Capital Expense
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

3G
           Capital Projects
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

Operator Service
           Vendor Fee

Wireless Web
           Capital Projects
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

Messaging
           Capital Projects
           Expense Projects
           Circuit Expense
           CLOH


                                       79
<PAGE>

           Labor
           Forecasts

VAD
           Capital Projects
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

Voice Mail
           Capital
           Expense Projects
           Circuit Expense
           CLOH
           Labor
           Forecasts

Software Maintenance
           Openwave
           Hewlett Packard
           Comverse
           Marconi
           Lucent
           Commworks
           Four Corners
           Other Vendors (39)

Northwest Frequent Flyer
Premium Vision Services
PreNet
Pricing
Pro Text Messaging Plan
Ringers & More (Includes SBF and PT fees)
Roadside Rescue
Sprint Synch Services
Telecheck Charge
Telematics
Text Messaging Plan
TSC Usage
Type 1 Affiliate Long Distance
Voice Command Web
Wireless Web


                                       80
<PAGE>

                                   -SECTION B-

Presently Offered CPGA Services - Activity Applied as % to Sprint PCS reported
CPGA

500 Minute Promotion Credit
Activations - Customer Solutions
Activations - E-Commerce (Includes On Line (Web) Activations)
Activations - Telesales
Credit Check Fee
Customer Solutions - Early Life
Demo Phones
EarthLink
Hal Riney Service
Handset Logistics
Handset Obsolescence Fee and Carrying Costs
Local/Indirect Commission
Marketing Collateral Destruction
NAM/CAM
One Sprint Telesales
PGA Expenses
PLS Commission
SmartWorks Printing

                                   -SECTION C-

Presently Offered CCPU Services - Activity Settled Separately

Affiliate Project Authorizations
Long Distance
E911 Phase I Revenue
Microwave Clearing
Roaming
Software Fees
Sprint Local Telephone Usage
Taxes Paid on Behalf of Type III Affiliates
Tower Lease
Travel Revenue and Expense
Upgrade Commission - 2 Step Channel
Vendor Usage-Based Charges on New Products
Wholesale Revenue and Expense

                                   -SECTION D-

Presently Offered CPGA Services -Activity Settled Separately

3G Device Logistics Fee
3rd Party Spiffs
Accessory Margin
Commissions - National 3rd Party
Commissions - Other 3rd Party
Coop Advertising - Local 3rd Party
Coop Advertising - National 3rd Party
Handset returns


                                       81
<PAGE>

Handset subsidies
Handsets
Marketing Collateral (excluding destruction)
Meeting Competition Fund
RadioShack Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch,
      Sprint to Vegas, and Break the Bank)
Rebate Administrative Expense
Rebates
Reciprocal Retail Store Cost Recovery
Sprint LDD Commission
Third Party Promotions
Upgrade Commission - RadioShack


                                       82