EXHIBIT 10.11

                                  ADDENDUM III
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

Manager:       Shenandoah Personal Communications Company,
               a Virginia corporation

Service Area:  Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA
               Winchester, VA BTA
               Harrisonburg, VA BTA
               Washington DC BTA (Jefferson County, WV only)
               Harrisburg, PA BTA
               York-Hanover, PA BTA
               Altoona, PA BTA

      This Addendum III (this "Addendum"), dated as of September 26, 2001),
contains certain additional and supplemental terms and provisions of that
certain (a) Sprint PCS Management Agreement entered into as of November 5, 1999,
by the same parties as this Addendum, which Management Agreement was further
amended by that certain Addendum I dated November 5, 1999 and Addendum II dated
August 31, 2000 (the Sprint PCS Management Agreement, as amended, being the
"Management Agreement"). The terms and provisions of this Addendum control,
supersede and amend any conflicting terms and provisions contained in the
Management Agreement and the Other Sprint Agreements. Except for express
modification made in this Addendum, the Management Agreement and the Other
Sprint Agreements continue in full force and effect.

      Capitalized terms used and not otherwise defined in this Addendum have the
meaning ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.

      The Management Agreement and the Other Sprint Agreements are modified as
follows:

      1. Revised Build-Out Plan.

      (a) Revised Exhibits. The Amended Exhibit 2.1 Build-out Plan Description,
Build-out Plan Table, and Build-out Plan Map (Revised Effective September 26,
2001) (the "Amended Exhibit 2.1") attached to this Addendum supersedes and
replaces in its entirety 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. Amended Exhibit 2.1 includes:

            (i)   Build-out Plan Table which sets forth the Completion Date and
                  covered population requirements, and

            (ii)  Build-out Plan Description; and


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            (iii) Build-out Plan Map.

      2. Governing Law and Jurisdiction. (a) Section 17.12 of the Management
Agreement, Section 9.11 of the Services Agreement and Section 15.8 of each of
the Trademark License Agreements is deleted in its entirety and replaced with
the following language:

            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) Paragraphs (a) and (b) of Section 15.13 of each of the Trademark
License Agreements are deleted in their entirety and replaced with the following
language:

            (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.

      3. Notice address. The address for all entities comprising Sprint PCS on
the Notice Address Schedule is changed to the following:

      Sprint PCS
      6160 Sprint Parkway, Building 9
      Overland Park, KS 66251
      Telephone: 913-762-7100
      Telecopier: 913-762-7102
      Attention: President, Sprint PCS


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With a copy to

      Sprint PCS
      6160 Sprint Parkway, Building 9
      Overland Park, KS 66251
      Telephone: 913-762-7400
      Telecopier: 913-762-0920
      Attention: General Counsel, Sprint PCS


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      IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their respective authorized officers as of the date and year first
above written.

                                        Sprint Spectrum L.P.

                                        By: /S/ Thomas E. Mateer
                                            -------------------------------
                                        Thomas E. Mateer
                                        Vice President - Affiliations


                                        WirelessCo, L.P.

                                        By: /S/ Thomas E. Mateer
                                            -------------------------------
                                        Thomas E. Mateer
                                        Vice President - Affiliations


                                        APC PCS, LLC

                                        By: /S/ Thomas E. Mateer
                                            -------------------------------
                                        Thomas E. Mateer
                                        Vice President - Affiliations


                                        PhillieCo, L.P.

                                        By: /S/ Thomas E. Mateer
                                            -------------------------------
                                        Thomas E. Mateer
                                        Vice President - Affiliations


                                        Sprint Communications Company L.P.

                                        By: /S/ Ed Mattix
                                            -------------------------------
                                        Ed Mattix
                                        Senior Vice President - Public Affairs


                                        Shenandoah Personal
                                        Communications Company

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


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