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                                                                   EXHIBIT 10.29


               SEMI-NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR AGREEMENT
                                     BETWEEN
                         CARRIER IDENTIFIED ON EXHIBIT B
                                       AND
                    SEMI-NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR
                             IDENTIFIED ON EXHIBIT B


         THIS AGREEMENT IS ENTERED INTO BY NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR
IDENTIFIED ON EXHIBIT B, a (SEE EXHIBIT B) corporation with its principal place
of business at (SEE EXHIBIT B) ("DISTRIBUTOR") and CARRIER IDENTIFIED ON EXHIBIT
B ("CARRIER"), a Georgia corporation, having its principal place of business at
(SEE EXHIBIT B) on behalf of the entities listed on Exhibit A for the specific
markets associated with such entities as set forth on Exhibit A. Each entity in
whose behalf CARRIER contracts shall only contract for the market listed beside
that entity's name. Additional markets as shown on Exhibit A-1 may be added by
mutual written agreement of the parties.

         In consideration of the mutual promises and covenants set forth herein,
the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Capitalized words and phrases used in this Agreement shall have the
following meaning:

         1.1      Affiliate. A person, association, partnership, corporation or
joint-stock company, trust or other business entity is an affiliate of that
person ("Person") that directly or indirectly Controls, is Controlled by or is
under common Control with another Person.

         1.2      Area. Metropolitan Statistical Area(s) ("MSA"), Rural Service
Area(s) ("RSA"), Basic Trading Area ("BTA") or Metropolitan Statistical Area
("MTA") as set forth in Exhibit A, within which CARRIER has or intends to apply
for regulatory authority to provide WRS and within which DISTRIBUTOR has the
authority to solicit and contract, on behalf of CARRIER, with Subscribers.

         1.3      Cellular Radio Service ("CRS"). Any and all services
authorized by the FCC under 47 Code of Federal Regulations, Part 22, Subpart H.

         1.4      Control or Controlling Interest. Ownership of more than fifty
percent (50%) of the voting power of all classes of voting stock or more than
fifty percent (50%) of the beneficial interests in income and capital of an
entity other than a corporation.

         1.5      DISTRIBUTOR. The party defined as "DISTRIBUTOR" above and any
subcontractor, employee, servant, Affiliate or distributor of said party. The
term "DISTRIBUTOR" as used herein is applicable to one or more persons, a
corporation or a partnership, as the case may


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be, and the singular use includes the plural and the masculine and neuter usages
include the other and the feminine.

         1.6      Equipment. Mobile and portable radio units that are used by
Subscribers in conjunction with WRS and approved by the FCC.

         1.7      FCC. The Federal Communications Commission.

         1.8      Home System. The Wireless Service System on which the
Subscriber is a registered home Subscriber.

         1.9      Marks. Trademarks, trade names, insignia, symbols, decorative
designs, or the like which CARRIER or its Affiliate owns or is licensed or
sublicensed to use in connection with Wireless Radio Service or products
relating thereto, and which CARRIER, in its sole discretion, determines that
DISTRIBUTOR is authorized to use.

         1.10     Reseller. Any person, association, partnership, corporation or
joint-stock company, trust, and any other business entity which purchases bulk
quantities of WRS from CARRIER for resale distribution, directly or indirectly,
to ultimate users of WRS.

         1.11     Roamer. A WRS user who takes the Equipment out of the range of
the Home System and receives wireless service in another system's coverage area.

         1.12     Subdistributor. An entity or person with which DISTRIBUTOR has
an agreement for the enrollment of Subscribers to CARRIER's WRS in the Area
through DISTRIBUTOR.

         1.13     Subscriber. Any potential or actual customer who is the
ultimate user of WRS provided by CARRIER in the Area. However, for the purpose
of calculating compensation in Exhibit B, each WRS telephone number assigned to
a customer of CARRIER's WRS is deemed to be a separate Subscriber, regardless of
how many WRS telephone numbers may be used by that customer.

         1.14     Usage. A period of time during which a Subscriber uses
CARRIER's WRS and incurs charges for such use.

         1.15     Wireless Radio Service ("WRS"). Any and all service under 47
Code of Federal Regulations, Parts 22 and 24.

                                   ARTICLE II
                           APPOINTMENT OF DISTRIBUTOR

         CARRIER hereby appoints DISTRIBUTOR, and DISTRIBUTOR hereby accepts the
appointment, as a nonexclusive, authorized distributor of CARRIER to solicit and
contract on behalf of CARRIER with Subscribers for WRS in the Area, subject to
all of the terms and conditions hereof. DISTRIBUTOR recognizes and agrees that
CARRIER has the right to and may appoint other nonexclusive, authorized WRS
distributors in the Area, including retailers and


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other business organizations as distributors of WRS in the Area, and that
CARRIER has the right to and may directly offer and furnish WRS to Subscribers
within the Area. DISTRIBUTOR recognizes and agrees that CARRIER will market
Equipment and WRS directly or indirectly through Affiliates. In addition,
DISTRIBUTOR recognizes that under current applicable FCC wireless rules, CARRIER
must sell its WRS to Resellers.

         DISTRIBUTOR agrees to act as CARRIER's distributor in offering
CARRIER's WRS to Subscribers. All of such offerings shall be at the rates and
under the terms and conditions which CARRIER shall from time to time specify.

         It is understood and agreed that Subscribers shall be customers of
CARRIER for WRS.

                                   ARTICLE III
                     GENERAL OBLIGATIONS AND REPRESENTATIONS

         3.1      General. DISTRIBUTOR acknowledges that it has conducted an
independent investigation of the WRS business that it will conduct pursuant
hereto. DISTRIBUTOR recognizes that entry into the WRS business as a DISTRIBUTOR
of CARRIER involves business risks and that DISTRIBUTOR's success in such
business will depend primarily upon its abilities and efforts. CARRIER expressly
disclaims the making of, and DISTRIBUTOR acknowledges that it has not received
or relied upon, any guaranty, express or implied, as to the amount of
compensation or other revenue that it may earn as a result of its agency
relationship with CARRIER.

         3.2      Acceptance of Terms of Agreement. CARRIER and DISTRIBUTOR each
acknowledges that it has read this Agreement and understands and accepts the
terms, conditions and covenants contained herein as being reasonably necessary
to maintain CARRIER's high standards for CARRIER's WRS and to protect and
preserve the goodwill of CARRIER and of CARRIER's WRS and its Marks.

         3.3.     No Misrepresentation. DISTRIBUTOR represents to CARRIER, as an
inducement to its entry into this Agreement, that DISTRIBUTOR has made no
misrepresentation to CARRIER in its application for appointment as a
nonexclusive, authorized distributor of CARRIER or in any other manner. Neither
party has knowledge of any representations relating to this agency relationship
by any officer, employee or distributor of the other that are contrary to the
terms herein.

         3.4      Lost Profits. DISTRIBUTOR and CARRIER mutually agree that
neither shall have any liability to the other for any lost profits or
consequential damages even if advised of the possibility of such damages.

         3.5      Best Efforts. CARRIER and DISTRIBUTOR mutually agree that each
will at all times faithfully, honestly and diligently perform its obligations
hereunder, and that it will continuously exert its best efforts to promote and
enhance the use of CARRIER's WRS.


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                                   ARTICLE IV
                      DISTRIBUTOR'S USE OF SUBDISTRIBUTORS

         DISTRIBUTOR agrees that in the event that DISTRIBUTOR enters into
agreements with Subdistributors, its use of such Subdistributors shall be
subject to the following terms and conditions:

         4.1      Notice to CARRIER. DISTRIBUTOR shall, upon written request of
CARRIER, notify CARRIER in writing of all Subdistributors, Subdistributor's
principals and terms of the agreement DISTRIBUTOR has with each of its
Subdistributors.

         4.2      Information to be Provided to Subdistributors. DISTRIBUTOR
shall inform Subdistributors of all of DISTRIBUTOR's contractual obligations
pursuant to this Agreement and at all times keep each Subdistributor fully
apprised of CARRIER's requirements with respect to Subdistributors and any
procedures relevant to Subdistributor's sale of CARRIER's WRS in the Area.

         4.3      Activations. Subdistributors will have no direct
communications with CARRIER. All communications regarding activations,
compensation, procedures, and any other matters are to be handled solely by
DISTRIBUTOR.

         4.4      Training. DISTRIBUTOR shall be responsible for causing all
subdistributors to be adequately trained at DISTRIBUTOR's premises. Such
training shall be as specified in Article V.

         4.5      Use of Marks. Subdistributors are prohibited from using
CARRIER's Marks in a manner which identifies Subdistributors as representatives
of CARRIER.

         4.6      Compliance with Agreement. Subdistributors must at all times
comply with provisions of this Agreement which may relate to Subdistributors,
including but not limited to Articles VII, IX, X, XI, XV, XIII, XVI, XXIV, and
XXVII and the provisions of any Exhibit.

         4.7      Responsibility of DISTRIBUTOR for Acts of Subdistributors.
Subdistributors are representatives of DISTRIBUTOR only. DISTRIBUTOR shall be
fully responsible for the acts of its Subdistributors. If CARRIER determines
that any Subdistributor is not in compliance with any of the terms and
conditions stated herein which CARRIER determines are applicable to
Subdistributors, CARRIER may terminate this Agreement with DISTRIBUTOR.

                                    ARTICLE V
                                    TRAINING

         5.1      Initial Training by CARRIER. CARRIER will provide initial
training to DISTRIBUTOR's employees regarding the processing of customer orders,
credit policy and communication of billing information between CARRIER and
DISTRIBUTOR. The duration of the training period will be up to two business days
and will be conducted at DISTRIBUTOR's work location or at a location in the
Area prescribed by CARRIER. Training manuals and user


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documentation will be provided by CARRIER. Such manuals and documentation will
be maintained and periodically updated by CARRIER to support all changes in
procedures.

         Training will be provided at no cost to DISTRIBUTOR. Any incidental
costs, including travel and living expenses, incurred by DISTRIBUTOR relative to
this training will be the sole responsibility of DISTRIBUTOR or its employees.
Any additional training requested by DISTRIBUTOR will be provided by CARRIER's
sole discretion and at DISTRIBUTOR's expense.

         5.2      Training Program. CARRIER has developed a training program for
all of DISTRIBUTOR's sales and sales support personnel with regard to the
sales/sales order process of CARRIER's WRS. Training will be conducted at
DISTRIBUTOR's work location or at a location in the Area prescribed by CARRIER.
Training shall include wireless technology, system operation, and service
features. Unless waived in writing by CARRIER, each salesperson shall complete
the required training within thirty (30) days of employment in the Area by
DISTRIBUTOR. No salesperson is to commence selling CARRIER's WRS until such
training is complete. All expenses incurred by DISTRIBUTOR's sales and sales
support personnel participating in the training program shall be borne by the
DISTRIBUTOR. CARRIER agrees to pay its own expenses regarding its personnel
involved in conducting the training program.

         In meeting DISTRIBUTOR's obligations under this Agreement, DISTRIBUTOR
shall retain and train salespersons in the enrollment of Subscribers, the
operation of WRS, and the sale of Equipment. Salespersons retained by
DISTRIBUTOR must meet criteria prescribed by CARRIER and shall, at the option of
CARRIER, be subject to continuing approval by CARRIER, which approval shall not
be unreasonably withheld, conditioned, or delayed.

                                   ARTICLE VI
                            ADMINISTRATIVE PROCEDURES

         6.1      Subscriber Enrollment. CARRIER may periodically prescribe
various reasonable procedures to be followed by DISTRIBUTOR and its salespersons
in the solicitation of Subscribers, presentations relating to CARRIER's WRS and
enrollment of Subscribers. Attached hereto as Exhibit C and incorporated herein
are current procedures for reducing fraud with which DISTRIBUTOR shall comply
when activating Subscribers. CARRIER will also furnish CARRIER's WRS literature
and forms of agreements DISTRIBUTOR must use in the enrollment of Subscribers.
CARRIER may also furnish to DISTRIBUTOR certain computer systems and software
that will enable DISTRIBUTOR to electronically activate Subscribers and generate
contracts. Such computer systems and software shall remain the property of
CARRIER. DISTRIBUTOR agrees to comply with all reasonable procedures prescribed
by CARRIER from time to time for the solicitation of Subscribers, presentations
to Subscribers relating to CARRIER's WRS and enrollment of Subscribers.
DISTRIBUTOR shall communicate Subscriber enrollment and billing information to
CARRIER as prescribed by CARRIER.

         6.2      Billing, Credit and Collections. Upon enrollment of a
particular Subscriber by DISTRIBUTOR, that Subscriber shall become a customer of
CARRIER for WRS in the Area


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and CARRIER shall bill such Subscriber and offer and furnish such customer
billing services as CARRIER deems appropriate. CARRIER shall be responsible for
collecting any charges for WRS unpaid by Subscribers. CARRIER shall be
responsible for approving Subscribers for credit. CARRIER shall not activate any
Subscriber unless and until such Subscriber has satisfactorily passed a credit
check and has paid any required deposit. DISTRIBUTOR shall not be entitled to
compensation for a Subscriber who fails to pass the credit check or to pay any
required deposit.

         6.3      Rates. CARRIER shall, subject to any required regulatory
approval, determine and periodically modify rates for WRS in the Area and shall
notify DISTRIBUTOR as soon as practicable of each modification. DISTRIBUTOR
acknowledges that from time to time CARRIER may offer rates for WRS, by contract
or otherwise, which rates may not be made available to DISTRIBUTOR and its
customers. Modifications of rates may apply to both existing and future
Subscribers. Upon enrollment, CARRIER may solicit Subscribers to purchase other
products, services and additional WRS telephone numbers. DISTRIBUTOR shall not
have any exclusive right to sell to any Subscriber or group of Subscribers.

         6.4      WRS Telephone Numbers. CARRIER will furnish WRS telephone
numbers for Subscribers subject to availability and technological capacity. In
the event technological changes occur which restrict or limit CARRIER's ability
to furnish WRS telephone numbers for Subscribers, CARRIER shall inform
DISTRIBUTOR and CARRIER shall have no liability to DISTRIBUTOR hereunder for the
inability to furnish such numbers.

         6.5      Technological Changes. If technological changes change the
size of CARRIER's coverage area or impose restrictions on the use of a
Subscriber's Equipment, CARRIER will inform DISTRIBUTOR in writing of such
changes and DISTRIBUTOR will inform Subscribers with whom DISTRIBUTOR comes into
contact of such changes or restrictions. Failure by DISTRIBUTOR to inform
Subscribers of such changes will be considered a material breach of this
Agreement.

                                   ARTICLE VII
         DUTIES AND RESPONSIBILITIES OF DISTRIBUTOR REGARDING EQUIPMENT

         7.1      General Responsibilities. DISTRIBUTOR agrees to sell Equipment
to be used by Subscribers of CARRIER's WRS in the Area. DISTRIBUTOR shall be
responsible for the warranty service for and installation and maintenance of
such Equipment. DISTRIBUTOR agrees to offer only models of Equipment for sale
that meet quality standards set by the FCC and the manufacturer's
recommendations for use of such Equipment. At CARRIER's request DISTRIBUTOR
agrees to submit to CARRIER for CARRIER's approval the models of Equipment which
it proposes to sell. DISTRIBUTOR agrees that CARRIER shall have the absolute
right to approve or disapprove any Equipment. CARRIER shall not be obligated to
pay any commission to DISTRIBUTOR for any Subscriber whom DISTRIBUTOR enrolls on
CARRIER's WRS with an unapproved FCC-type Equipment, Equipment which does not
meet the manufacturer's recommendation, or Equipment which CARRIER has not
approved, or has affirmatively disapproved.


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         Subscribers shall be customers of DISTRIBUTOR with respect to
Equipment. CARRIER shall have no responsibility to DISTRIBUTOR or Subscribers
with respect to the sale, installation, warranty service for or maintenance of
Equipment. The indemnification provisions of Article XXVII of this Agreement
shall apply to any claims or demands against CARRIER which relate to
DISTRIBUTOR's sale of Equipment, but CARRIER shall be solely responsible for
claims or demands related to Equipment sold by CARRIER.

         7.2      Inventory. DISTRIBUTOR agrees to maintain an inventory of
approved models of Equipment sufficient to meet reasonably anticipated demand
therefor by Subscribers DISTRIBUTOR enrolls.

         DISTRIBUTOR may purchase Equipment from any available source, including
CARRIER. Such Equipment shall be of the style, appearance and quality as to be
adequate and suitable for such with CARRIER's WRS. Such Equipment will be sold
in accordance with all applicable federal, state and local laws, and the same
shall not reflect adversely upon the good name of CARRIER or any of its programs
or the Marks. DISTRIBUTOR acknowledges and agrees that CARRIER offers Equipment
for sale to those of its distributors who meet CARRIER's credit criteria as an
accommodation to enable such distributors to meet the needs of CARRIER's WRS
customers. DISTRIBUTOR further acknowledges that CARRIER may from time to time
stock equipment that it does not sell to DISTRIBUTOR or that CARRIER may only
consign to DISTRIBUTOR for sale in conjunction with WRS.

                                  ARTICLE VIII
                                  COMPENSATION

         CARRIER shall pay compensation to DISTRIBUTOR in accordance with the
Compensation Schedule in Exhibit B attached hereto and incorporated herein,
which Schedule may be amended from time to time as set forth in Exhibit B.
Nothing herein shall prohibit CARRIER from offering from time to time different
rates, promotions or additional service packages with reduced compensation for
DISTRIBUTOR ("Reduced Compensation Plans"). In the event such rates, promotions
or service packages are offered, DISTRIBUTOR shall be required to evidence in
writing its consent and agreement to the change in compensation in order to be
eligible to offer such rates, promotions or services to Subscribers. If
DISTRIBUTOR fails to agree to such change in compensation, DISTRIBUTOR shall not
be paid any compensation for any Subscriber enrolled on a Reduced Compensation
Plan, and the amount of any compensation paid for any Subscriber so enrolled, or
who switches to a Reduced Compensation Plan within ninety (90) days of initial
enrollment, shall be deducted from future compensation payable to DISTRIBUTOR,
if any, and if none, shall be paid by DISTRIBUTOR to CARRIER on demand.
DISTRIBUTOR understands that no compensation shall be paid unless DISTRIBUTOR
complies with the terms and conditions specified in this Agreement and the
Compensation Schedule. DISTRIBUTOR acknowledges that compensation paid to other
distributors for adding Subscribers to CARRIER's WRS may vary.


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                                   ARTICLE IX
                         DISTRIBUTOR'S SALES FACILITIES

         DISTRIBUTOR agrees that it will sell WRS and Equipment at its sales
facilities in the Area and at such additional or substitute sales facilities
requested by DISTRIBUTOR which CARRIER approves in writing from time to time
during the term of this Agreement. Each of DISTRIBUTOR's WRS sales facilities
shall comply at all times during the term hereof with any reasonable
requirements which may be established by CARRIER for showroom and display
capacity, appearance, accessibility, and efficiency and shall display such
signage identifying CARRIER's WRS as CARRIER may reasonably prescribe.
DISTRIBUTOR or DISTRIBUTOR's principals shall directly own a Controlling
Interest in each location at which DISTRIBUTOR's WRS business is conducted
pursuant to this Agreement, and shall operate such locations in DISTRIBUTOR's
name.

                                    ARTICLE X
                                   ADVERTISING

         DISTRIBUTOR agrees to advertise CARRIER's WRS throughout the Area. If
DISTRIBUTOR follows CARRIER's procedures concerning enrollment of a Subscriber,
adheres to applicable tariffs, and complies with the terms and conditions of
this Agreement, then, to the extent permitted by CARRIER's annual budget,
CARRIER may consider reimbursement to DISTRIBUTOR for advertising costs in
accordance with CARRIER's Advertising Guidelines, as such guidelines may be
amended from time to time.

         All advertising and promotion by DISTRIBUTOR shall be completely
factual and shall conform to the highest standards of ethical advertising.
Samples of advertising and marketing materials which DISTRIBUTOR is using or
intends to use in connection with WRS or products bearing CARRIER's Marks, and
which have not been prepared or previously approved by CARRIER, shall be
submitted to CARRIER for approval, which approval shall not be unreasonably
withheld, conditioned, delayed, or withdrawn. If written approval is not
received by DISTRIBUTOR within five (5) days from the date of confirmation of
receipt by CARRIER of such materials, CARRIER shall be deemed to have approved
the materials. DISTRIBUTOR shall not use any advertising or marketing materials
that CARRIER has disapproved.

                                   ARTICLE XI
                                      MARKS

         11.1     List of Marks. CARRIER has published a list of Marks which
DISTRIBUTOR is authorized to use under this Agreement in conjunction with the
sale of CARRIER's WRS and products. CARRIER will periodically update the list of
Marks DISTRIBUTOR is authorized to use under this Agreement. The most current
updated list will always supersede any previously issued list. Such list will
also be supplemented with rules and regulations pertaining to the Marks which
DISTRIBUTOR agrees to follow.

         11.2     Right to Use Marks; Value of Marks. DISTRIBUTOR acknowledges
that its right to use the Marks is derived solely from this Agreement and is
limited to the right to identify


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DISTRIBUTOR as a DISTRIBUTOR of CARRIER for the sale of WRS and to identify
products and services bearing the Marks which may be sold by DISTRIBUTOR.
DISTRIBUTOR agrees to comply with all rules and regulations pertaining to such
Marks prescribed by CARRIER from time to time during the term of this Agreement.
DISTRIBUTOR agrees to maintain the quality and nature of the goods and services
associated with the Marks as established by CARRIER. DISTRIBUTOR recognizes the
great value of the goodwill associated with the Marks, and acknowledges that it
has no interest in the Marks and all rights therein and goodwill pertaining
thereto belong exclusively to CARRIER and its Affiliates, and that the Marks
have a secondary meaning in the mind of the public. DISTRIBUTOR acknowledges and
agrees that all usage of the Marks by DISTRIBUTOR and any goodwill established
thereby shall inure to the exclusive benefit of CARRIER and its Affiliates and
that this Agreement does not confer any goodwill or other interests in the Marks
upon DISTRIBUTOR. Any unauthorized use of the Marks by DISTRIBUTOR, or any use
not in compliance herewith, shall constitute an infringement of the rights of
CARRIER and its Affiliates in and to the Marks.

         11.3     Use of Marks by DISTRIBUTOR. DISTRIBUTOR shall use the Marks
with such words qualifying or identifying the agency relationship of CARRIER and
DISTRIBUTOR as CARRIER from time to time reasonably prescribes. DISTRIBUTOR
shall not use the Marks as part of any corporate or trade name or with any
prefix, suffix or other modifying words, terms, designs or symbols, or in any
modified form, nor may DISTRIBUTOR use the Marks in connection with the sale of
any unauthorized product or service or in any other manner not expressly
authorized by this Agreement or separately in writing by CARRIER. DISTRIBUTOR
agrees to display the Marks on stationery and other forms used in its WRS
business in the manner prescribed by CARRIER, to give such notices of
registration as CARRIER specifies and to obtain such fictitious or assumed name
registrations as may be required under applicable law. Misuse of the Marks by
DISTRIBUTOR or its subdistributors may result in termination of this Agreement
or such other remedy, including withholding of commissions, as CARRIER may
establish from time to time in its Advertising guidelines.

         11.4     Modification of Marks. If it becomes advisable at any time in
CARRIER's sole discretion for DISTRIBUTOR to modify or discontinue use of any
Mark or substitute one or more additional trade or service marks to identify its
relationship with CARRIER or any Equipment, DISTRIBUTOR agrees to comply
therewith within a reasonable time after notice thereof by CARRIER and the sole
obligations of CARRIER in any such event shall be to reimburse DISTRIBUTOR for
the out-of-pocket costs, if any, of complying with this obligation and to
indemnify DISTRIBUTOR as provided for in Paragraph 11.5 below. In addition,
DISTRIBUTOR shall replace obsolete identification signs or identification
material with new signs or identification material should CARRIER adopt new
Marks replacing one or more Marks identified by CARRIER in such list as
hereinbefore specified.

         11.5     Protection of Rights in the Marks. DISTRIBUTOR agrees that it
will not during the term of this Agreement, or thereafter, attack the title or
any rights of CARRIER or its Affiliates in and to the Marks. CARRIER hereby
indemnifies DISTRIBUTOR and undertakes to hold DISTRIBUTOR harmless against any
damages and costs from claims or suits arising out of the use by DISTRIBUTOR of
the Marks as authorized in this Agreement, provided that prompt notice is given
to CARRIER of any such claim or suit and provided further, that CARRIER or its


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Affiliates shall have the option to undertake and conduct the defense of any
suit so brought and that no settlement of any such claim or suit shall be made
by DISTRIBUTOR without the prior written consent of CARRIER.

         11.6     Marks Licensed From BellSouth Intellectual Property
Corporation ("BIPCO"). Any Mark licensed from BIPCO shall be subject to the
following terms:

                  A.       Ownership. DISTRIBUTOR acknowledges and agrees that
the trademarks, tradenames, logos, slogans, and symbols of BellSouth
Corporation, CARRIER and their Affiliates (the "Marks") are owned by BellSouth
Intellectual Property Corporation ("BIPCO"). DISTRIBUTOR agrees to do nothing
inconsistent with BIPCO's ownership of the Marks.

                  B.       Rights to Use Marks; Contract Number. All terms
related to DISTRIBUTOR's right to use certain of the Marks shall be contained in
the Trademark Agreement between DISTRIBUTOR and BIPCO's subsidiary BellSouth
Intellectual Property Marketing Corporation, a copy of which is attached hereto
as Exhibit D. At CARRIER's discretion, CARRIER will require DISTRIBUTOR either
to (a) execute a written hardcopy of the Trademark Agreement as provided by
CARRIER; or (b) access and execute Trademark Agreement by electronic means. If
CARRIER directs DISTRIBUTOR to execute the Trademark Agreement electronically,
DISTRIBUTOR shall access the Trademark Agreement website identified by Carrier
and enter required authorization information, including a contract number
identifying this Agreement. The contract number for this Agreement may be
obtained from CARRIER's representative. DISTRIBUTOR's inability to access the
Trademark Agreement website is not a waiver of the requirements stated herein,
and any such technical or operational inability shall be promptly reported to
CARRIER's representative. DISTRIBUTOR's execution of the Trademark Agreement and
compliance with the terms thereof is a material obligation of this Agreement.

         DISTRIBUTOR agrees to assist CARRIER or its Affiliates and CARRIER
agrees to reimburse DISTRIBUTOR for all associated reasonable costs to the
extent necessary in the procurement of any protection or to protect any of
CARRIER's or its Affiliates rights to the Marks, and CARRIER or its Affiliates,
if it or they so desire, may commence or prosecute any claims or suits in its
own name or that of its Affiliates or in the name of DISTRIBUTOR with
DISTRIBUTOR's approval or join DISTRIBUTOR as a party thereto. When known,
DISTRIBUTOR shall notify CARRIER in writing of any infringements or imitations
by others of the Marks which are the same as or similar to those covered by this
Agreement. CARRIER shall have the sole right to determine whether any action
shall be taken on account of any such infringements or imitations. DISTRIBUTOR
shall not institute any suit or take any action on account of any infringement
or imitations without first obtaining the written consent of CARRIER.

                                   ARTICLE XII
                              RULES AND PROCEDURES

         DISTRIBUTOR agrees to comply, as applicable, with the FCC's wireless
rules, all tariffs, other governmental rules, and procedures reasonably
prescribed from time to time by CARRIER relating to the sale of CARRIER's WRS in
the Area, the sale of Equipment in the Area and the


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conduct of DISTRIBUTOR's WRS business hereunder, all of which shall constitute
provisions of this Agreement as if fully set forth herein. All references herein
to this Agreement shall include all such tariffs, rules and procedures. CARRIER
may, at its option, incorporate such tariffs, rules and procedures in one or
more Operations Manuals or other written form. Notwithstanding any contrary
provision of this Agreement, CARRIER agrees to indemnify and hold DISTRIBUTOR
harmless against liabilities from and costs of suits or claims arising out of
DISTRIBUTOR's actions or inactions which are required by CARRIER in writing for
DISTRIBUTOR's compliance with rules and procedures prescribed by CARRIER in
accordance with this paragraph. In no event shall CARRIER indemnify and hold
DISTRIBUTOR harmless against liabilities from and costs of suits or claims
arising out of DISTRIBUTOR's actions or inactions unless CARRIER has required in
writing such actions or inactions.

                                  ARTICLE XIII
                COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES

         13.1     Compliance with CARRIER Criteria, Laws and Regulations.
DISTRIBUTOR shall secure and maintain in force all licenses and permits required
by DISTRIBUTOR and its employees in the enrollment of Subscribers and the sale
of Equipment, including without limitation all required FCC permits and
certifications. DISTRIBUTOR shall conduct its business in full compliance with
all laws, ordinances and regulations applicable to DISTRIBUTOR's business.
DISTRIBUTOR shall not engage in any activity which, in the reasonable judgment
of CARRIER's legal counsel, would cause DISTRIBUTOR and/or CARRIER to be in
violation of any requirement, rule, decision, law, regulations, judgment or
order of any state or Federal governmental agency or court. CARRIER shall offer
WRS in accordance with applicable rules, regulations, statutes and decisions
governing WRS.

         DISTRIBUTOR shall maintain its business on a sound financial basis and
comply with all legal obligations to CARRIER, to DISTRIBUTOR's employees,
suppliers, lenders, lessors, and to federal, state and municipal authorities,
including but not limited to tax authorities. DISTRIBUTOR shall maintain all
real and personal property used in connection with its WRS business free of all
liens and encumbrances of every kind or character which may impair or jeopardize
the DISTRIBUTOR's compliance with this Agreement.

         DISTRIBUTOR shall comply, at its own expense, with the provisions of
all applicable municipal requirements and those state and federal laws
applicable to DISTRIBUTOR as an employer of labor or otherwise. DISTRIBUTOR
expressly agrees not to discriminate against any employee or applicant for
employment because of race, creed, color, national origin or sex. The provisions
of Executive Order No. 11246, as amended, are incorporated herein by reference.
DISTRIBUTOR will fully comply with the provisions of the Federal Occupational
Safety and Health Act of 1970 and any rules and regulations issued pursuant to
such Act.

         13.2     Standards of Conduct. DISTRIBUTOR agrees to refrain from any
business or advertising practice which may be injurious to the business of
CARRIER and the goodwill associated with the Marks.


                                     - 11 -
<PAGE>   12

         13.3     Notification of Actions Involving DISTRIBUTOR. DISTRIBUTOR
shall notify CARRIER in writing within ten (10) days of the commencement of any
material action, suit or proceeding, and of the issuance of any order, writ,
injunction, award or decree of any court, agency or other governmental
instrumentality, involving DISTRIBUTOR or any business conducted by DISTRIBUTOR.
For purposes of this Agreement, material action shall be a default as defined in
next sentence. Notwithstanding any of the foregoing provisions of this
paragraph, a default by DISTRIBUTOR with respect to such provisions shall be
construed as a breach of this Agreement if it has a material and adverse impact
upon the DISTRIBUTOR's ability to furnish the services for which it has become
obligated under this Agreement.

                                   ARTICLE XIV
                                    INSURANCE

         A.       DISTRIBUTOR, at DISTRIBUTOR's expense, shall maintain during
the term of this Agreement, all insurance and/or bonds required by law or this
Agreement, including but not limited to:

                  (i)      adequate Workers Compensation and related insurance
                           as prescribed by law of any state in which the work
                           is to be performed;

                  (ii)     Employer's Liability insurance with limits of not
                           less that $100,000 each accident/$100,000 each
                           employee by disease/$500,000 policy limit by disease;

                  (iii)    Commercial General Liability insurance, including but
                           not limited to contractual liability, broad form
                           property damage and premises/completed operations
                           coverage with limits of not less than $1,000,000 per
                           occurrence and in the aggregate for bodily injury,
                           including death, and property damage; and,

                  (iv)     if the use of motor vehicles is required, Business
                           Auto coverage for all owned, non-owned, hired and
                           leased vehicles with limits of at least $1,000,000
                           per occurrence and in the aggregate for bodily
                           injury, including death, and property damage.

                  (v)      All Risks Property insurance on the DISTRIBUTOR's
                           property, tools and equipment used and necessary in
                           the performance of services under this Agreement.

         B.       The General Liability policy required herein shall name
CARRIER as an additional insured with respect to work performed hereunder.
Completed operations coverage must be maintained for one year after the
completion of the work.

         C.       DISTRIBUTOR shall also require subdistributors, if any, who
may enter upon CARRIER's premises, to maintain the insurance coverage required
herein and to furnish CARRIER certificates of insurance or adequate proof of
such insurance. Any non-compliance


                                     - 12 -
<PAGE>   13

with the insurance provisions of this Agreement on the part of any DISTRIBUTOR
or subdistributor shall be the sole responsibility of the DISTRIBUTOR who will
be held liable for the performance or non-performance of the subdistributor.

         D.       All insurance policies required of DISTRIBUTOR and
subdistributor shall contain a provision stating the name and address of CARRIER
and that CARRIER is to be notified in writing by the insurer at least thirty
(30) days prior to cancellation of, or any material change in, the policy.

         E.       DISTRIBUTOR shall, prior to the start of work and upon the
renewal of each line of coverage required herein, furnish certificates of
insurance or adequate proof of the foregoing insurance to CARRIER. DISTRIBUTOR
shall also furnish a Certificate of Insurance within thirty (30) days of any
request by CARRIER.

         F.       All policies shall be endorsed to provide primary coverage and
not be contributing to or in excess of any similar coverage.

         G.       All policies required herein shall be maintained with insurers
acceptable to CARRIER. CARRIER retains the right to disallow coverage from any
insurer that does not maintain a rating from A.M. Best Company of B++ or higher.

         H.       Should insurance policy limits be exhausted or should the
DISTRIBUTOR or its subdistributors fail to maintain the required insurance
coverages, the DISTRIBUTOR or its subdistributors will in no way be released
from liability to CARRIER should a loss occur.

                                   ARTICLE XV
                         DISTRIBUTOR'S BUSINESS RECORDS

         DISTRIBUTOR agrees to create and to maintain at its principal office
and to preserve for five (5) years from the date of their preparation full,
complete and accurate records of its business conducted pursuant to this
Agreement. At CARRIER's request or upon prior notice to DISTRIBUTOR, DISTRIBUTOR
also agrees to have available at DISTRIBUTOR's premises records of its
Subdistributors conforming to the requirements imposed upon DISTRIBUTOR by this
Article XV. Such records must include, for example, but not be limited to,
records of all WRS enrollment and Equipment sales in the Area at DISTRIBUTOR's
facilities. At least once each year, DISTRIBUTOR shall perform a physical
inventory of all Equipment supplied by CARRIER to the DISTRIBUTOR and shall
provide a copy of the inventory to CARRIER within ten (10) days after it is
performed. Such records may be audited by CARRIER at its expense at reasonable
times after reasonable notice to DISTRIBUTOR. CARRIER expressly agrees, and will
require its authorized representative to agree, that it will keep all such
records strictly confidential and that it will not disclose such information to
any other distributor authorized by CARRIER to provide WRS or to any Reseller of
CARRIER's WRS or to any other person without DISTRIBUTOR's express prior written
consent, except upon lawful demand or request from a court, regulatory agency,
or law enforcement agency.


                                     - 13 -
<PAGE>   14

                                   ARTICLE XVI
                     RELATIONSHIP OF CARRIER AND DISTRIBUTOR

         With respect to the Subscribers enrolled by DISTRIBUTOR for the account
of CARRIER, with respect to which DISTRIBUTOR acts as distributor of CARRIER and
owes CARRIER the fiduciary and other obligations of a distributor to its
principal, CARRIER and DISTRIBUTOR acknowledge and agree that their agency
relationship arising from this Agreement does not constitute or create a general
agency, joint venture, partnership, employment relationship or franchise between
them. In all dealings with Subscribers, public officials and others, DISTRIBUTOR
shall conspicuously identify itself as a distributor of CARRIER in the
provisions of CARRIER's WRS and otherwise as an independent business and shall
place such notices of its independent ownership of its business on such forms,
stationery, advertising and other materials as CARRIER may reasonably require
from time to time. CARRIER has not authorized or empowered DISTRIBUTOR to use
the Marks except as herein provided and DISTRIBUTOR shall not employ any Mark in
signing any contract, lease, mortgage, purchase agreement, negotiable instrument
or other legal obligation, or in a manner that may result in liability of
CARRIER (or its Affiliates) for any indebtedness or obligation of DISTRIBUTOR.
Unless specifically authorized in writing, neither CARRIER nor DISTRIBUTOR shall
make any express or implied agreements, guarantees or representations, or incur
any debt, in the name of or on behalf of the other, except as otherwise set
forth herein.

         Neither CARRIER nor DISTRIBUTOR shall be obligated by or have any
liability under any agreements or representations made by the other party that
are not expressly authorized hereunder, nor shall CARRIER be obligated for any
damages to any person or property directly or indirectly arising out of the WRS
business conducted by DISTRIBUTOR pursuant hereto, whether caused by
DISTRIBUTOR's negligent or willful action or failure to act, unless such damage
is proximately caused by CARRIER or arises out of DISTRIBUTOR's compliance with
the rules or procedures prescribed in writing by CARRIER pursuant to this
Agreement.

         DISTRIBUTOR agrees that CARRIER has no fiduciary obligations to
DISTRIBUTOR. DISTRIBUTOR acknowledges that modern business parlance often
includes words such as "partner", "joint venture," "partnership," and words of
similar import to describe parties to business relationships, but those words
have no legal import and create no obligation.

                                  ARTICLE XVII
        DISTRIBUTOR'S PERSONNEL AND SUBDISTRIBUTORS NOT DEEMED CARRIER'S
                            EMPLOYEES OR DISTRIBUTORS

         The parties agree that personnel employed by DISTRIBUTOR to perform
services under this Agreement and subdistributors of DISTRIBUTOR are not CARRIER
employees and DISTRIBUTOR assumes full responsibility for their acts. Personnel
employed by DISTRIBUTOR, subcontractors of DISTRIBUTOR and subdistributors shall
be informed that they are not entitled to the provisions of any of CARRIER's
employee benefits. With respect to such personnel, DISTRIBUTOR shall have sole
responsibility for supervision, daily direction and control. DISTRIBUTOR shall
be responsible for worker's compensation, disability benefits,


                                     - 14 -
<PAGE>   15

unemployment insurance and withholding and remitting income and social security
taxes for said personnel, including contributions from them as required by law.

         DISTRIBUTOR warrants it has an appropriate agreement with all persons
whose services DISTRIBUTOR may require sufficient to enable it to comply with
all provisions of this Agreement.

                                  ARTICLE XVIII
                                   ASSIGNMENT

         This Agreement is fully assignable by CARRIER.

         DISTRIBUTOR acknowledges that CARRIER has entered into this Agreement
in reliance upon the character, business experience and ability of DISTRIBUTOR
and its owner(s) and that the rights and duties created by this Agreement are
personal to DISTRIBUTOR and its owner(s). Therefore, this Agreement may not be
voluntarily, involuntarily, directly or indirectly assigned, or otherwise
transferred without the written approval of CARRIER, which will not be
unreasonably withheld, conditioned or delayed, subject to such reasonable
conditions as CARRIER deems necessary. Any assignment or transfer without
approval or which is not expressly subject to the written approval of CARRIER
shall constitute a breach hereof and convey no rights or interests herein.

                                   ARTICLE XIX
                 TERM AND EXTENSION OF DISTRIBUTOR RELATIONSHIP

         The term of this Agreement shall commence on August 18, 2000, and end
three (3) years thereafter. DISTRIBUTOR shall provide to CARRIER written notice
of the date on which DISTRIBUTOR initiates WRS operations in the Area. This
Agreement shall be effective only after its execution by an officer or other
authorized employee of both DISTRIBUTOR and CARRIER. Either party may terminate
this Agreement with or without cause at any time upon thirty (30) days prior
written notice.

                                   ARTICLE XX
                            TERMINATION OF AGREEMENT

         20.1     Termination by DISTRIBUTOR. If DISTRIBUTOR is in substantial
compliance with this Agreement and CARRIER materially breaches this Agreement
and fails to cure such breach within thirty (30) days after written notice
thereof is delivered to CARRIER, DISTRIBUTOR may terminate this Agreement
effective thirty (30) days after delivery to CARRIER of written notice.

         20.2     Termination by CARRIER. CARRIER shall have the right to
terminate this Agreement upon thirty (30) days written notice in the event that
DISTRIBUTOR:


                                     - 15 -
<PAGE>   16

                  A.       has made any material  misrepresentation  or omission
in its application to establish an agency relationship with CARRIER or is
arrested for, convicted of or pleads no contest to a felony or other crime or
offense;

                  B.       makes an unauthorized assignment of this Agreement;

                  C. receives a notice of violation of the terms or conditions
of any license or permit required by DISTRIBUTOR or its employees in the conduct
of DISTRIBUTOR's WRS business and fails to correct such violation, or to
terminate the employment of such employee(s), within the time period specified
in such notice, if any, or within thirty (30) days after receipt of such notice,
whichever is earlier; or

                  D. CARRIER shall also have the right to terminate this
Agreement if CARRIER determines, in its reasonable discretion, that DISTRIBUTOR
has inflated or otherwise manipulated its count of new Subscribers by falsifying
applications, adding nonexistent Subscribers, or by any other means or methods.

         20.3     Termination by Either Party. Either party shall have the right
to terminate this Agreement effective upon written notice if:

                  A.       the other party makes an assignment for the benefit
of creditors;

                  B.       an order for relief under Title 11 of the United
States Code is entered by any United States Court against the other party; or

                  C.       a trustee or receiver of any substantial part of the
other party's assets is appointed by any Court.

                                   ARTICLE XXI
            OBLIGATIONS OF DISTRIBUTOR UPON TERMINATION OR EXPIRATION

         DISTRIBUTOR agrees that upon the expiration or termination of this
Agreement, DISTRIBUTOR and its owner(s) and Affiliates will: (1) not thereafter
use the Marks and will not utilize for any purpose any actual or similar trade
name, trade or service mark or other commercial symbol or in any manner,
identify itself or any business as associated with CARRIER or an Affiliate of
CARRIER; (2) remove at DISTRIBUTOR's expense any signage containing any Mark;
(3) return to CARRIER all advertising and marketing materials, forms, signage,
and other materials containing any Mark or otherwise identifying or relating to
CARRIER's WRS business in the Area and cancel any pending orders for advertising
which may be canceled without penalty; (4) take such action as may be required
to cancel all fictitious or assumed name or equivalent registrations relating to
any Mark; (5) not attempt to refer current CARRIER WRS Subscribers to any
competitive entity providing wireless radio service; and (6) return all
equipment belonging to CARRIER within ten (10) days after termination or
expiration.


                                     - 16 -
<PAGE>   17

                                  ARTICLE XXII
                            COVENANTS NOT TO COMPETE

         No Competition During Term of Agreement; Exclusivity. DISTRIBUTOR
acknowledges that CARRIER has granted the rights herein in material part in
consideration of DISTRIBUTOR's agreement to act exclusively for CARRIER in the
sale of CRS. As a consequence, during the term of this Agreement (and any
extensions thereof), DISTRIBUTOR agrees that DISTRIBUTOR, any affiliate, or
persons owning a controlling interest in DISTRIBUTOR or an Affiliate will not,
directly or indirectly, (a) solicit, sell, offer or accept offers on behalf of a
competing CRS provider in the Area, (b) induce or refer any actual Subscriber of
CARRIER's CRS to subscribe to a competing CRS service in the Area, or (c)
activate Subscribers through a reseller or act as a reseller of CRS.

                                  ARTICLE XXIII
                SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS

         Except as expressly provided to the contrary herein, each term and
condition of this Agreement, and any portion thereof, shall be considered
severable and if, for any reason, any such provision hereof is held to be
invalid, contrary to, or in conflict with any applicable present or future law,
regulation or public policy in a final, unappealable ruling issued by any court,
agency or tribunal with competent jurisdiction in a proceeding to which CARRIER
is a party, that ruling shall not impair the operation of, or have any other
effect upon, such other portions of this Agreement as may remain otherwise
enforceable, which shall continue to be given full force and effect and bind the
parties hereto, although any portion held to be invalid shall be deemed not to
be a part of this Agreement from the date the time for appeal expires, if
DISTRIBUTOR is a party thereto, otherwise upon DISTRIBUTOR's receipt of a notice
of nonenforcement thereof from CARRIER.

         To the extent that Article XXIII hereof contains or imposes a
restriction upon DISTRIBUTOR that is deemed unenforceable by virtue of its scope
in terms of area, business activity prohibited and/or length or time, but could
be enforceable by reducing any or all thereof, DISTRIBUTOR and CARRIER agree
that same shall be enforced to the fullest extent permissible under the laws and
public policies applied in the jurisdiction in which enforcement is sought.
CARRIER and DISTRIBUTOR shall mutually agree to a modification of any invalid or
unenforceable term or condition of Article XXIII to the extent required to be
valid and enforceable. Such modifications to this Agreement shall be required
only to the extent directly affected by any such ruling.

                                  ARTICLE XXIV
                              WAIVER OF OBLIGATIONS

         CARRIER or DISTRIBUTOR may by written instrument unilaterally waive or
reduce any obligation of or restriction upon the other under this Agreement,
effective upon delivery of written notice thereof to the other and such other
effective date stated in the notice of waiver.


                                     - 17 -
<PAGE>   18

         Whenever this Agreement requires the consent of a party, such request
shall be in writing and no consent may be unreasonably withheld, conditioned, or
delayed. All consents or withholding of consent with reasons therefor shall be
in writing. Neither Party makes any guarantees upon which the other may rely,
and assumes no liability or obligation to the other, by granting any waiver,
approval or consent to the other. Any waiver granted by either Party shall be
without prejudice to any other right that Party may have, will be subject to
continuing review, and may be revoked, at the waiving Party's sole discretion,
at any time and for any reason, effective upon delivery to the other of ten (10)
days' prior written notice.

         CARRIER and DISTRIBUTOR shall not be deemed to have waived or impaired
any right, power or option reserved by this Agreement (including, without
limitation, the right to demand exact compliance with every term, condition and
covenant herein, or to declare any breach hereof to be a default and to
terminate this Agreement prior to the expiration of its term), by virtue of any
custom or practice of the Parties at variance with the terms hereof or any
failure, refusal or neglect of CARRIER or DISTRIBUTOR to exercise any right
under this Agreement or to insist upon exact compliance by the other with its
obligations hereunder, including, without limitation, any rule or procedure, or
any waiver, forbearance, delay, failure or omission by CARRIER to exercise any
right, power or option, whether of the same, similar or different nature, with
respect to one or more other authorized distributors.

                                   ARTICLE XXV
                        RIGHTS OF PARTIES ARE CUMULATIVE

         The rights of CARRIER and DISTRIBUTOR hereunder are cumulative and no
exercise or enforcement by CARRIER or DISTRIBUTOR of any right or remedy
hereunder shall preclude the exercise or enforcement by CARRIER or DISTRIBUTOR
of any other right or remedy hereunder of which CARRIER or DISTRIBUTOR is
entitled by law to enforce.

                                  ARTICLE XXVI
                            CONFIDENTIAL INFORMATION

         Any specifications, drawings, sketches, models, samples, data, computer
programs or documentation, or technical or business information ("Information")
furnished or disclosed by a party ("Discloser") to the other party ("Recipient")
hereunder shall be deemed the exclusive property of Discloser, including title
to copyright in all copyrightable materials, and, when in tangible form, shall
be returned to Discloser upon completion or termination of authorized work.

         Further, the Parties hereby agree that Subscriber lists and related
information or data are the exclusive property of CARRIER and are to be used by
DISTRIBUTOR, its officers, employees, Subdistributors, subcontractors and
servants solely in the performance of its duties and obligations hereunder.

         Unless any confidential information was previously known to Recipient
free of any obligation to keep it confidential, or has been or is subsequently
made public by Discloser or a third party, it shall be held in confidence by
Recipient, shall be used only for the purposes


                                     - 18 -
<PAGE>   19

hereunder, and may be used for other purposes only upon such terms and
conditions as may be mutually agreed upon in writing.

         If Recipient is served with process to obtain Information, Recipient
shall immediately notify Discloser which shall, in addition to Recipient's
efforts, if any, have the right to seek to quash such process.

                                  ARTICLE XXVII
                                   INDEMNITIES

         27.1     Indemnification of CARRIER. DISTRIBUTOR agrees to indemnify,
defend and hold CARRIER harmless against any liability for any claims or demands
arising out of the conduct of business by DISTRIBUTOR that are the result of
DISTRIBUTOR's negligent or willful act or failure to act, including, but not
limited to, any claims or demands by DISTRIBUTOR's subdistributors (a) by
DISTRIBUTOR's employees or any other persons, including but not limited to
Subscribers, for bodily injury, damage to property or other damages caused by
the acts or omissions of the DISTRIBUTOR or its subcontractors, or the employees
or DISTRIBUTORs of any of them, and (b) by DISTRIBUTOR's employees under
worker's compensation or similar laws. DISTRIBUTOR also agrees to indemnify,
defend and hold CARRIER harmless against any liability arising out of any
allegedly unauthorized use of a trademark, patent, copyright, process, idea,
method or devise by DISTRIBUTOR covered by this Agreement.

         If two or more persons are at any time DISTRIBUTOR hereunder, whether
or not as partners or joint venturers, their obligations and liabilities to
CARRIER shall be joint and several.

         27.2     Procedures with Respect to Indemnification. All indemnities
created in this Agreement shall include indemnification of Indemnitee's
Affiliates, directors, officers, employees, DISTRIBUTORs, successors and assigns
and their heirs, legal representatives, and assigns thereof. The indemnification
shall be for all claims arising out of the specific event referred to in this
Agreement which is covered by the indemnification, including all obligations,
actual and consequential damages and costs reasonably incurred in the defense of
any claim, including without limitation reasonable accountant's, attorneys', and
expert witness fees, costs of investigation and proof of facts, court costs, and
other litigation expenses, including, but not limited to, travel and living
expenses. Written notice of claim shall be forwarded promptly by the Indemnitee
to the Indemnitor and there shall be no settlement of the claim without the
consent of the Indemnitor, which consent shall not be unreasonably withheld.
Indemnitee shall have the right to defend any such claim in which it is named as
a defendant at its own cost and expense. The indemnities created by this
Agreement shall continue in full force and effect subsequent to and
notwithstanding the expiration or termination of this Agreement. Provisions for
indemnification in this Agreement are not in lieu of and do not supplant
insurance coverage required in the Agreement, and are not intended to act as
insurance.


                                     - 19 -
<PAGE>   20

                                 ARTICLE XXVIII
                             MUTUAL GENERAL RELEASE

         DISTRIBUTOR and CARRIER, shall and do hereby release and discharge each
other and their parents, partners, officers, directors, employees and assigns
from any and all claims, losses, liabilities, obligations, damages and actions
of any kind, known or unknown, up to the date hereof.

                                  ARTICLE XXIX
                                   ARBITRATION

         Independent Arbitration. (PLEASE READ THIS PARAGRAPH CAREFULLY. IT
AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE.)

         (a)      DISTRIBUTOR and CARRIER shall use their best efforts to settle
                  any dispute or claim arising from or relating to this
                  Agreement. To accomplish this, they shall negotiate with each
                  other in good faith. If DISTRIBUTOR and CARRIER do not reach
                  agreement within 30 days, instead of suing in court,
                  DISTRIBUTOR and CARRIER agree to arbitrate any and all
                  disputes and claims (including but not limited to claims based
                  on or arising from an alleged tort) arising out of or relating
                  to this Agreement, for cellular products or service between
                  CARRIER and DISTRIBUTOR or any of CARRIER's or DISTRIBUTOR's
                  affiliates or predecessors in interest.

         (b)      The arbitration of any dispute or claim shall be conducted in
                  accordance with the Wireless Industry Arbitration Rules ("WIA
                  Rules") as modified by this Agreement and as administered by
                  the American Arbitration Association ("AAA"). The WIA rules
                  and fee information are available from CARRIER or the AAA upon
                  request.

         (c)      DISTRIBUTOR and CARRIER acknowledge that this Agreement
                  evidences a transaction in interstate commerce and that the
                  United States Arbitration Act and Federal Arbitration law
                  shall govern the interpretation and enforcement of, and
                  proceedings pursuant to, this or a prior Agreement.

         (d)      Unless DISTRIBUTOR and CARRIER agree otherwise, the location
                  of any arbitration shall be in Atlanta, Georgia.

         (e)      DISTRIBUTOR and CARRIER agree that no arbitrator has the
                  authority to: (1) award relief in excess of what this or a
                  prior agreement provides; (2) award punitive damages or any
                  other damages not measured by the prevailing Party's actual
                  damages; or (3) order consolidation or class arbitration.

         (f)      Except as otherwise provided herein, all fees and expenses of
                  the arbitration except the parties' attorneys fees shall be
                  equally borne by CARRIER and DISTRIBUTOR. Regarding attorneys
                  fees, the prevailing party shall be entitled


                                     - 20 -
<PAGE>   21

                  to reimbursement from the non-prevailing party for such
                  prevailing party's attorney's fees. For the purposes of this
                  Agreement, the prevailing party shall be deemed to be that
                  party who obtains substantially the result sought.

         (g)      The arbitrator(s) must give effect to the limitations on
                  DISTRIBUTOR's liability as set forth in this or a prior
                  Agreement, any applicable tariff, law, or regulation.

         (h)      In any arbitration utilizing the rules applicable to
                  Large/Complex cases, as defined under the WIA rules, the
                  arbitrators must also apply the Federal Rules of Evidence, and
                  the losing Party may have the award reviewed in accordance
                  with the review procedures set forth in the WIA rules.

         (i)      DISTRIBUTOR and CARRIER acknowledge and agree that each is
                  waiving its respective right to a trial by jury, both
                  acknowledge that arbitration is final and binding and subject
                  to only very limited review by a court. If for some reason
                  this arbitration clause is at some point deemed inapplicable
                  or invalid, CARRIER and DISTRIBUTOR agree to waive, to the
                  fullest extent allowed by law, any trial by jury, in such
                  case, a judge shall decide the subject dispute or claim.
                  DISTRIBUTOR, CARRIER and Arbitrator(s) shall not disclose the
                  existence, content, or results of any arbitration. Judgment on
                  the award rendered by the arbitrator(s) may be entered in any
                  court having jurisdiction thereof.

                                   ARTICLE XXX
                                  MISCELLANEOUS

         30.1     Governing Law. Except to the extent governed by United States
law that preempts state law, this Agreement shall be interpreted under and
governed by the laws of the state of Georgia.

         30.2     Binding Effect. This Agreement, including the preambles and
Exhibits (as amended), is binding upon the parties hereto, their respective
executors, administrators, heirs, assigns and successors in interest.

         30.3     Impossibility of Performance. Neither CARRIER nor DISTRIBUTOR
shall be liable for loss or damage or deemed to be in breach of this Agreement
if its failure to perform its obligations results from: (1) compliance with any
law, ruling, order, regulation, requirement or instruction of any federal, state
or municipal government or any department or agency thereof or court of
competent jurisdiction; (2) acts of God; (3) acts or omissions of the other
party; or (4) fires, strikes, embargoes, war, insurrection or riot. CARRIER
shall not be liable for loss or damage or be deemed to be in breach of this
Agreement if technological changes occur which prohibit CARRIER from issuing
numbers to Subscribers. Any delay resulting from any of said causes shall extend
performance accordingly or excuse performance, in whole or in part, as may be
reasonable.

         30.4     Survival. The terms, provisions, obligations, representations,
and warranties contained in this Agreement that by their sense and context are
intended to survive the


                                     - 21 -
<PAGE>   22

performance thereof by either or both Parties hereunder shall so survive the
completion of performances and termination of this Agreement, including the
making of any and all payments due hereunder.

         30.5     Licenses. No licenses, express or implied, under any patents
are granted by CARRIER or its Affiliates to DISTRIBUTOR hereunder.

         30.6     Notices and Payments. All payments due DISTRIBUTOR shall be
made to such address or bank as DISTRIBUTOR from time to time designates. All
notices, consents and reports required to be delivered by the provisions of this
Agreement shall be deemed so delivered: (1) when delivered personally; or (2)
seventy-two (72) hours after being mailed, registered or certified mail, return
receipt requested, postage prepaid, to the most current principal business
address of which the notifying Party has been notified ("Business Address"); or
(3) one business day after being delivered to a reputable overnight courier
service, prepaid, marked for next day delivery, addressed to the addressee at
the Business Address; or (4) on the first business day after receipt, if
delivered by facsimile transmission to the FAX number (if any) of the receiving
party, if receipt is confirmed by the addressee in writing.

         30.7     Publicity. With respect to CARRIER's WRS, DISTRIBUTOR agrees
not to initiate any wireless service-related public relations activities,
including but not limited to news releases, news conferences, news briefings or
any other type of function involving reporters, editors or news directors of any
news organizations, without first consulting CARRIER public relations personnel.
Further, with respect to CARRIER's WRS, DISTRIBUTOR agrees to refer all wireless
service-related questions from news organizations to CARRIER public relations
personnel.

         30.8     Product Liability. CARRIER shall not be liable or responsible
for nor warrant any products or accessories sold by DISTRIBUTOR. Any and all
problems or claims from said sale shall be referred back to DISTRIBUTOR.

         30.9     Headings. The headings in this Agreement are for convenience
only and shall not be construed to define or limit any of the terms herein.

         30.10    Prior Agreements. By signing hereunder DISTRIBUTOR
acknowledges and agrees that as of the effective date of this Agreement, any
Agreement providing compensation from CARRIER to DISTRIBUTOR for new Subscriber
enrollment which DISTRIBUTOR has with CARRIER for the Area shall be null and
void and no further compensation will be paid under the prior Agreements by
CARRIER unless otherwise provided herein.

         30.11    Entire Agreement. This Agreement, including the preambles and
exhibits, sets forth the entire Agreement between the parties as to the subject
matter hereof and merges all prior discussions between them, and neither of the
parties shall be bound by any conditions, definitions, understandings, or
representations with respect to such subject matter other than as expressly
provided herein, or as duly set forth subsequent to the effective date hereof in
writing and signed by the duly authorized representatives of both parties.


                                     - 22 -
<PAGE>   23

         IN WITNESS WHEREOF the parties hereto have executed, sealed and
delivered this Agreement in two counterparts on the day and year first above
written.

BELLSOUTH MOBILITY INC                       BOBBY ALLISON WIRELESS
as provided herein on behalf                 -----------------------------------
of entities listed on Exhibit A              (NAME OF AUTHORIZED DISTRIBUTOR)
for specific markets noted


BY:  /s/ Karen K. Bennett                BY:  /s/ Robert L. McGinnis
   -------------------------------          ------------------------------------

Karen K. Bennett                         Robert L. McGinnis
----------------------------------       ---------------------------------------
(PRINT OR TYPE NAME)                     (PRINT OR TYPE NAME)

TITLE: VP Sales                          TITLE:  CEO
      ----------------------------             ---------------------------------

DATE: 8/16/00                            DATE: 8/11/00
     -----------------------------            ----------------------------------


                                     - 23 -
<PAGE>   24
                                    EXHIBIT A

CELLULAR (INCLUDES RSA'S; GROUPED BY AREA)

<TABLE>
<CAPTION>
Market No.               Market Name                                License Name
----------               -----------                                ------------
<S>                      <C>                                        <C>
Central Alabama
249B                     Anniston, AL                               Alabama Cellular Service, Inc.
311B                     AL 5(B1) - Cleburne                        Alabama Cellular Service, Inc.
041B                     Birmingham, AL                             Alabama Cellular Service, Inc.
307B                     AL 1(B5) - Franklin                        Alabama Cellular Service, Inc.
272B                     Gadsden, AL                                Alabama Cellular Service, Inc.
222B                     Tuscaloosa, AL                             Alabama Cellular Service, Inc.
309B                     AL 3(B1) - Lamar                           Alabama Cellular Service, Inc.

North Alabama
120B                     Huntsville, AL                             Huntsville MSA Limited Partnership
307B                     AL 1(B1) - Franklin                        Decatur RSA Limited Partnership
308B                     AL 2(B1) - Jackson                         Alabama Cellular Service, Inc.
226B                     Florence, AL                               Alabama Cellular Service, Inc.
307B                     AL 1(B2) - Franklin                        Alabama Cellular Service, Inc.

South Alabama
083A                     Mobile, AL                                 Anniston-Westel Company, Inc.
312A                     Alabama 6 - Washington                     Anniston-Westel Company, Inc.

North Georgia
017B                     Atlanta, GA                                Atlanta-Athens MSA Limited Partnership
371B                     GA 1 - Whitfield (Dalton)                  Georgia RSA No. 1 Limited Partnership
372B                     GA 2(B3) - Dawson                          Atlanta-Athens MSA Limited Partnership
373B                     GA 3 - Chattooga (Rome/Cartersville)       Georgia RSA No. 3 Limited Partnership
374B                     GA 4(B3) - Jasper                          Northeastern Georgia RSA Limited
375B                     GA 5 (B1) - Haralson                       Atlanta-Athens MSA Limited Partnership
376B                     GA 6 (B5) - Spalding                       Atlanta-Athens MSA Limited Partnership
234B                     Athens, GA                                 Atlanta-Athens MSA Limited Partnership
372B                     GA 2 (B1) - Dawson (Gainesville)           Georgia RSA No. 2 Limited Partnership
372B                     GA 2(B2) - Dawson                          Northeastern Georgia RSA Limited Partnership
374B                     GA 4 (B1) - Jasper                         Atlanta-Athens MSA Limited Partnership

South Georgia
138B                     Macon-Warner Robins, GA                    American Cellular Communications Corporation
376B                     GA 6 (B4) - Spalding                       American Cellular Communications Corporation
377B                     GA 7 (B1) - Hancock                        American Cellular Communications Corporation

Lexington, Kentucky
116B                     Lexington-Fayette, KY                      Kentucky CGSA, Inc.
448B                     KY 6(B2) - Madison                         Kentucky CGSA, Inc.
449B                     KY 7(B3) - Trimble                         Kentucky CGSA, Inc.
450B                     KY 8 - Mason                               Kentucky CGSA, Inc.
</TABLE>


                                     - 24 -

<PAGE>   25

                                    EXHIBIT A

CELLULAR (INCLUDES RSA'S; GROUPED BY AREA)

<TABLE>
<CAPTION>
Market No.               Market Name                                License Name
----------               -----------                                ------------
<S>                      <C>                                        <C>
Louisville, Kentucky
037B                     Louisville, KY/IN                          Kentucky CGSA, Inc.
449B                     KY 7(B1) - Trimble                         Kentucky CGSA, Inc.

East Kentucky
451A                     KY 9 - Elliott                             Westel-Milwaukee Company, Inc.
452A                     KY 10 - Powell                             Westel Milwaukee Company, Inc.
453A                     KY 11 - Clay                               Westel-Milwaukee Company, Inc.

West Kentucky
119A                     Evansville, IN/KY                          Westel-Milwaukee Company, Inc.
293A                     Owensboro, KY                              Westel-Milwaukee Company, Inc.
443A                     KY 1 - Fulton                              Westel-Milwaukee Company, Inc.
444A                     KY 2 - Union                               Westel-Milwaukee Company, Inc.
445A                     KY 3 - Meade                               Westel-Milwaukee Company, Inc.
409A                     Indiana 7 - Owen                           Westel-Milwaukee Company, Inc.
410A                     Indiana 8 - Brown                          Indiana 8, L.L.C.

Central Louisiana
174B                     Lafayette, LA                              Lafayette MSA Limited Partnership
458B                     LA 5(B2) - Beauregard                      Acadiana Cellular Central Partnership
459B                     LA 6 (B1) - Iberville                      Acadiana Cellular Central Partnership
459B                     LA 6(B2) - Iberville                       Lafayette MSA Limited Partnership
460B                     LA 7 - West Feliciana                      Louisiana RSA No. 7 Cellular General Partnership
080B                     Baton Rouge, LA                            Louisiana Cellular Holdings, L.L.C.

North Louisiana
029B                     New Orleans, LA                            Louisiana Cellular Holdings, L.L.C.
461B                     LA 8 - St. James                           Louisiana RSA No. 8 Limited Partnership
462B                     LA 9 - Plaquemines                         Louisiana Cellular Holdings, L.L.C.

Mississippi
106B                     Jackson, MS                                MCTA
495B                     MS 3 (B2) - Bolivar                        MCTA
496B                     MS 4 (B2) - Yalobusha                      MCTA
497B                     MS 5 (B2) - Washington                     MCTA
498B                     MS 6 (B1) - Montgomery                     MCTA
499B                     MS 7 (B1) - Leake                          MCTA
499B                     MS 7 (B2) - Leake                          MCTA
500B                     MS 8(B2) - Claiborne                       MCTA
501B                     MS 9 (B1) - Copiah                         MCTA
502B                     MS 10 (B2) - Smith                         MCTA
</TABLE>


                                     - 25 -

<PAGE>   26
                                    EXHIBIT A

CELLULAR (INCLUDES RSA'S; GROUPED BY AREA)

<TABLE>
<CAPTION>
Market No.               Market Name                                License Name
----------               -----------                                ------------
<S>                      <C>                                        <C>
West Tennessee
036B                     Memphis, TN/AR/MS                          Memphis SMSA Limited Partnership
643B                     TN 1 (B1) - Lake                           Tennessee RSA Limited Partnership
647B                     TN 5(B1) - Fayette                         Tennessee RSA Limited Partnership
647B                     TN 5(B2) - Fayette                         M-T Cellular, Inc.
493B                     MS 1(B1) - Tunica                          Memphis SMSA Limited Partnership
494B                     MS 2 - Benton                              Northeast Mississippi Cellular, Inc.
496B                     MS 4(B1) - Yalobusha                       BellSouth Mobility Inc

Central Tennessee
046B                     Nashville-Davidson, TN                     Westel-Milwaukee Company, Inc.
209B                     Clarksville-Hopkinsville, TN/KY            Westel-Milwaukee Company, Inc.
643B                     TN 1(B4) - Lake                            Westel-Milwaukee Company, Inc.
647B                     TN 5(B3) - Fayette                         Westel-Milwaukee Company, Inc.
648B                     TN 6 - Giles                               Westel-Milwaukee Company, Inc.
651B                     TN 9 - Maury                               Westel-Milwaukee Company, Inc.
088B                     Chattanooga, TN/GA                         Chattanooga MSA Limited Partnership
649B                     TN 7(B1) - Bledsoe                         BellSouth Mobility Inc
649B                     TN 7(B2) - Bledsoe                         BellSouth Mobility Inc

Texas
010A                     Houston, TX                                Houston Cellular Telephone Company, L.P.
287                      Bryan-College Station, TX                  BCTC of Texas, Inc.
170A                     Galveston, TX                              Galveston Cellular Telephone Company
668A                     TX 17 - Newton                             BCTC of Texas Inc.
672*                     TX 21 - Chambers*                          Galveston Cellular Telephone Company*
</TABLE>


                                     - 26 -

<PAGE>   27
                                    EXHIBIT A

PCS

<TABLE>
<CAPTION>
BTA                      MARKET NAME                                LICENSEE
---                      -----------                                --------
<S>                      <C>                                        <C>

Alabama
115 (E)                  Dothan, AL                                 Alabama Cellular Service, Inc.
158 (E)                  Gadsden, AL                                Alabama Cellular Service, Inc.
305 (E)                  Montgomery, AL                             Alabama Cellular Service, Inc.
334 (E)                  Opelika, AL                                Alabama Cellular Service, Inc.
415 (E)                  Selma, AL                                  Alabama Cellular Service, Inc.

South Florida
151 (D & E)              Ft. Myers, FL                              Florida Cellular Service, Inc.
152 (D)                  Ft. Pierce, FL                             Florida Cellular Service, Inc.

North Florida
326 (E)                  Ocala, FL                                  Orlando CGSA, Inc.
159 (E)                  Gainesville, FL                            Orlando CGSA, Inc.

340 (E)                  Panama City, FL                            Orlando CGSA, Inc.
439 (E)                  Tallahassee, FL                            Orlando CGSA, Inc.

Northwest Florida
154 (E)                  Ft. Walton Beach, FL                       Orlando CGSA, Inc.
343 (E)                  Pensacola, FL                              Orlando CGSA, Inc.

West Florida
440 (E)                  Tampa, FL                                  Florida Cellular Service, Inc.
408 (E)                  Sarasota, FL                               Florida Cellular Service, Inc.

Central Florida
239 (E)                  Lakeland, FL                               Florida Cellular Service, Inc.
313 (E)                  Naples, FL                                 Florida Cellular Service, Inc.

Georgia
6 (E)                    Albany, GA                                 BellSouth Mobility Inc
26 (E)                   Augusta, GA                                BellSouth Personal Communications, Inc.
58 (E)                   Brunswick, GA                              BellSouth Personal Communications, Inc.
92 (E)                   Columbus, GA                               BellSouth Mobility Inc
237 (E)                  LaGrange, GA                               BellSouth Mobility Inc
410 (E)                  Savannah, GA                               BellSouth Personal Communications, Inc.
454 (E)                  Valdosta, GA                               BellSouth Mobility Inc
467 (E)                  Waycross, GA                               BellSouth Mobility Inc
</TABLE>


                                     - 27 -

<PAGE>   28


                                    EXHIBIT A

PCS

<TABLE>
<CAPTION>
BTA                      MARKET NAME                                LICENSEE
---                      -----------                                --------
<S>                      <C>                                        <C>

North Louisiana
9 (E)                    Alexandria, LA                             Louisiana Cellular Holdings, L.L.C.
195 (E)                  Houma, LA                                  Louisiana Cellular Holdings, L.L.C.
238 (E)                  Lake Charles, LA                           Louisiana Cellular Holdings, L.L.C.
304 (D & E)              Monroe, LA                                 Louisiana Cellular Holdings, L.L.C.
419 (D)                  Shreveport, LA                             Louisiana Cellular Holdings, L.L.C.

Mississippi
42 (D)                   Biloxi, MS                                 Northeast Mississippi Cellular, Inc.
94 (E)                   Columbus-Starkville, MS                    Northeast Mississippi Cellular, Inc.
175 (E)                  Greenville, MS                             Northeast Mississippi Cellular, Inc.
186 (E)                  Hattiesburg, MS                            Northeast Mississippi Cellular, Inc.
269 (E)                  McComb, MS                                 Northeast Mississippi Cellular, Inc.
315 (E)                  Natchez, MS                                Northeast Mississippi Cellular, Inc.

Tennessee
120 (E)                  Dyersburg, TN                              M-T Cellular, Inc.
</TABLE>






*Interim Operating Authority

----------------------
Note: The Charlotte/Raleigh/Greensboro and East Tennessee MTAs and the Augusta,
Brunswick and Savannah BTAs are operated by BellSouth Mobility DCS.


                                     - 28 -

<PAGE>   29


                  BELLSOUTH MOBILITY DCS MARKETS AND SIDS/BIDS

<TABLE>
<CAPTION>
                            Service Area                   Market                    SID/BID
                            ------------                   ------                    -------
<S>                         <C>                            <C>
Tennessee                   Knoxville, TN                  GSM                       04142
                            Tri-City, TN                   GSM                       40029
                            Middlesboro, TN                GSM                       40031

North                       Charlotte, NC                  GSM                       04200
Carolina                    Asheville, NC                  GSM                       40003
                            Burlington, NC                 GSM                       40005
                            Fayetteville, NC               GSM                       40011
                            Goldsboro, NC                  GSM                       40015
                            Greensboro, NC                 GSM                       40017
                            Greenville, NC                 GSM                       40019
                            Hickory, NC                    GSM                       40025
                            Jacksonville, NC               GSM                       40027
                            New Bern, NC                   GSM                       40035
                            Raleigh, NC                    GSM                       40039
                            Roanoke Rapids, NC             GSM                       40041
                            Rocky Mount, NC                GSM                       40043
                            Wilmington, NC                 GSM                       40047

South                       Anderson, SC                   GSM                       40001
Carolina                    Charleston, SC                 GSM                       40007
                            Columbia, SC                   GSM                       40009
                            Florence, SC                   GSM                       40013
                            Greenville, SC                 GSM                       40021
                            Greenwood, SC                  GSM                       40023
                            Myrtle Beach, SC               GSM                       40033
                            Orangeburg, SC                 GSM                       40037
                            Sumter, SC                     GSM                       40045

Georgia                     August, GA                     GSM                       40266
                            Brunswick, GA                  GSM                       40268
                            Savannah, GA                   GSM                       40270
</TABLE>


                                     - 29 -
<PAGE>   30


                                   EXHIBIT A-1

CELLULAR (INCLUDES RSA'S; GROUPED BY AREA)

<TABLE>
<CAPTION>
Market No.               Market Name                                Licensee Name
----------               -----------                                -------------
<S>                      <C>                                        <C>

Central Florida
146B                     Daytona Beach, FL                          Orlando SMSA Limited Partnership
364B                     FL 5(B1) - Putnam (Flagler County)         Orlando SMSA Limited Partnership
137B                     Melbourne-Titusville-Palm Bay, FL          Orlando SMSA Limited Partnership
060B                     Orlando, FL                                Orlando SMSA Limited Partnership
363B                     FL 4 (B2) - Citrus (Lake County)           Orlando SMSA Limited Partnership

North Florida
051B                     Jacksonville, FL                           Jacksonville MSA Limited Partnership
364B                     FL 5(B3) - Putnam                          Jacksonville MSA Limited Partnership

South Florida
012B                     Miami, FL                                  Florida Cellular Service, Inc.
072B                     West Palm Beach-Boca Raton, FL             Florida Cellular Service, Inc.
360B                     FL 1(B2) - Collier                         Florida Cellular Service, Inc.
361B                     FL 2(B2) - Glades                          Florida RSA No. 2B (Indian River) Limited
                                                                    Partnership
361B                     FL 2(B3) - Glades                          Florida Cellular Service, Inc.
370B                     FL 11(B1) - Monroe                         Florida Cellular Service, Inc.

Indiana
217A                     Anderson, IN                               Westel-Indianapolis Company
282A                     Bloomington, IN                            Bloomington Cellular Telephone Co.
028A                     Indianapolis, IN                           Westel-Indianapolis Company
247A                     Lafayette, IN                              Westel-Indianapolis Company
236A                     Muncie, IN                                 Muncie Cellular Telephone Co., Inc.
185A                     Terre Haute, IN                            Terre Haute Cellular Telephone Company
407A                     Indiana 5 - Warren                         Indiana Cellular Corporation
409A                     Indiana 7 - Owen                           Westel-Milwaukee Company, Inc.
410A                     Indiana 8 - Brown                          Indiana 8, L.L.C.
11A                      Indiana 9 - Decatur                        Westel-Indianapolis Company
</TABLE>


                                     - 30 -
<PAGE>   31
                                           BellSouth Mobility, Inc.
                                           Exhibit B, Page 1
                                           January 1, 2001
                                           Non-Exclusive and Semi-Non Exclusive
                                           Authorized Distributor


              CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
                   WITH THE SECURITIES AND EXCHANGE COMMISSION
                         ASTERICKS DENOTE SUCH OMISSIONS


                                    EXHIBIT B


AGREEMENT START DATE:
                       -------------------------------------------------------

DISTRIBUTOR NAME:  BOBBY ALLISON WIRELESS, INC.

DISTRIBUTOR PLACE OF INCORPORATION (if applicable):  FLORIDA

DISTRIBUTOR ADDRESS:  1200 STARKEY ROAD, SUITE 105, LARGO, FLORIDA 33771

CARRIER:  BELLSOUTH MOBILITY, INC.

CARRIER ADDRESS: 1100 PEACHTREE STREET, N.E., SUITE 1000, ATLANTA, GA 30309-4599


                            DISTRIBUTOR COMPENSATION

                                       I.

                     CELLULAR MARKETS AS SHOWN ON EXHIBIT A

                                * * * * * * * * *


                        PCS MARKETS AS SHOWN ON EXHIBIT A

                                * * * * * * * * *

A.       Additional Terms Related to Compensation:

         1.       The above compensation shall be paid within thirty (30)
                  working days following the close of the commission cycle in
                  the Area in which the Subscriber began using CARRIER's
                  service. DISTRIBUTOR will not be paid for Subscribers who
                  subscribe to CARRIER's service outside of any area specified
                  in this Agreement. CARRIER reserves the right, at any time and
                  from time to time, to change the period used to determine
                  payment of DISTRIBUTOR compensation. DISTRIBUTOR shall be
                  notified in writing of any change in such period.


                                      - 31 -
<PAGE>   32
                                           BellSouth Mobility, Inc.
                                           Exhibit B, Page 2
                                           January 1, 2001
                                           Non-Exclusive and Semi-Non Exclusive
                                           Authorized Distributor


If a Subscriber does not complete 90 days of continuous active service (as
defined in Section V of this Exhibit B) in the Area in which the Subscriber
began using CARRIER's service, DISTRIBUTOR shall be required to repay to CARRIER
the amount of compensation paid by CARRIER to DISTRIBUTOR for such Subscriber.
Such repayment may be deducted by CARRIER from amounts otherwise owed to
DISTRIBUTOR by CARRIER. If such amount is not deducted by CARRIER, such
repayment shall be made by DISTRIBUTOR to CARRIER within thirty (30) days after
CARRIER notified DISTRIBUTOR that the Subscriber has failed to complete 90 days
of continuous active service in the Area in which the Subscriber began using
CARRIER's service.

         2.       In order to be paid within the time period set forth in
                  Paragraph A-1 above, DISTRIBUTOR must submit all deposits,
                  earnest money payments and appropriate paperwork to CARRIER no
                  later than fifteen (15) days from the date the service request
                  was submitted to CARRIER by DISTRIBUTOR. No compensation will
                  be paid unless all paperwork is accurately completed to
                  CARRIER's satisfaction and in accordance with CARRIER's
                  procedures. Additionally, CARRIER shall not be obligated to
                  pay any compensation to DISTRIBUTOR for any Subscriber whom
                  DISTRIBUTOR enrolls on CARRIER's WRS with any unapproved FCC
                  type Equipment or Equipment which does not meet the
                  manufacturer's recommendations. In order to ensure that
                  compensation is appropriately credited to DISTRIBUTOR's
                  account, DISTRIBUTOR must supply CARRIER with the correct
                  security code when calling in activations, which security code
                  shall be provided to DISTRIBUTOR by CARRIER in writing.

         If, notwithstanding the above CARRIER pays DISTRIBUTOR compensation for
a Subscriber before all paperwork is processed, CARRIER may, in its discretion
require DISTRIBUTOR to repay to CARRIER the amount of compensation paid by
CARRIER to DISTRIBUTOR for such Subscriber. Such repayment may be deducted by
CARRIER from any amounts otherwise owed to DISTRIBUTOR by CARRIER. If such
amount is not deducted by CARRIER, such repayment shall be made by DISTRIBUTOR
to CARRIER within 30 days after CARRIER notifies DISTRIBUTOR that the repayment
is due. After such repayment is made, if DISTRIBUTOR submits all completed,
appropriate paperwork for such Subscriber within ninety (90) days from the date
of such repayment, CARRIER shall repay to DISTRIBUTOR the amount due as
compensation for such Subscriber.

         3.       DISTRIBUTOR is responsible for obtaining and remitting to
                  CARRIER the required deposit, if any, received from Subscriber
                  enrolled by DISTRIBUTOR. If CARRIER does not receive such
                  deposit within thirty (30) days of the Subscriber's activation
                  date, CARRIER may, in its discretion, require DISTRIBUTOR to
                  pay to CARRIER the amount of the deposit due for such
                  Subscriber's account. Such payment may be deducted by CARRIER
                  from any amounts otherwise owed to


                                     - 32 -
<PAGE>   33
                                           BellSouth Mobility, Inc.
                                           Exhibit B, Page 3
                                           January 1, 2001
                                           Non-Exclusive and Semi-Non Exclusive
                                           Authorized Distributor


                  DISTRIBUTOR by CARRIER. If such amount is not deducted by
                  CARRIER, such payment shall be made by DISTRIBUTOR to CARRIER
                  within thirty (30) days after CARRIER notifies DISTRIBUTOR
                  that the payment is due.

         4.       A Subscriber who is enrolled by DISTRIBUTOR and has attained
                  90 days of continuous active service and who then voluntarily
                  disconnects and reconnects within a 120 day period shall not
                  be included in DISTRIBUTOR's count of new Subscribers and
                  CARRIER shall not pay any additional compensation to
                  DISTRIBUTOR for any such Subscriber.

         If, notwithstanding the above, CARRIER pays DISTRIBUTOR compensation
for a Subscriber described in this Paragraph A4, CARRIER may, in its discretion
require DISTRIBUTOR to repay to CARRIER the amount of compensation paid by
CARRIER to DISTRIBUTOR for such Subscriber. Such repayment may be deducted by
CARRIER within 30 days after CARRIER notifies DISTRIBUTOR that the repayment is
due. Provided, however, CARRIER shall not require DISTRIBUTOR to repay any
compensation which was paid for such Subscriber after 120 days from the date of
the last service activation of such Subscriber.

         Additionally, if a Subscriber changes telephone numbers or Equipment,
such Subscriber shall not be included in DISTRIBUTOR's count of new Subscribers
because of such change, and CARRIE shall not pay any additional compensation to
DISTRIBUTOR for any such Subscriber because of such change. Subscribers shall be
deemed to have changed telephone numbers or Equipment when one person
disconnects service, another person subscribes to the service, but in CARRIER's
sole judgment, the second subscription is a substitute to the original
subscription.

         The provisions of this Paragraph A4 shall apply only to Subscriber
enrollment in the Area in which the Subscriber began using CARRIER's service.

         When CARRIER integrates its credit check and activation systems,
CARRIER will so inform DISTRIBUTOR and CARRIER shall, as part of its right to
modify this Exhibit B, define notification procedures with respect to a new
Subscriber

         5.       A Subscriber who is enrolled by DISTRIBUTOR and has attained
                  90 days of continuous active service and who then is
                  disconnected for nonpayment and is subsequently reconnected
                  shall not be included in DISTRIBUTOR's count of new
                  Subscribers and CARRIER shall not pay any additional
                  compensation to DISTRIBUTOR for any such Subscriber.

         6.       Should CARRIER, in is sole discretion, determine that
                  DISTRIBUTOR has inflated or otherwise manipulated its count of
                  new Subscribers by falsifying applications, adding nonexistent
                  Subscribers, or by any other means or methods, then CARRIER
                  shall, in addition to any other rights it may have under this
                  Agreement, have the right to immediately terminate this
                  Agreement upon thirty (30) days written notice and/or to
                  collect from


                                     - 33 -
<PAGE>   34
                                           BellSouth Mobility, Inc.
                                           Exhibit B, Page 4
                                           January 1, 2001
                                           Non-Exclusive and Semi-Non Exclusive
                                           Authorized Distributor


                  DISTRIBUTOR, and DISTRIBUTOR agrees to pay CARRIER,
                  compensation paid to DISTRIBUTOR by CARRIER for each such
                  Subscriber and all amounts due for unpaid bills for service
                  for each Subscriber. DISTRIBUTOR agrees to pay any amounts due
                  to CARRIER within thirty (30) days after CARRIER provides
                  evidence to DISTRIBUTOR of such actions. Provided, however,
                  CARRIER shall not require DISTRIBUTOR to repay any
                  compensation which was paid for such Subscriber after twelve
                  (12) months from such Subscriber's service activation date.

         7.       If DISTRIBUTOR fails to notify a Subscriber of any charges due
                  for CARRIER's WRS, including activation fees, access charges,
                  or per minute charges, or if DISTRIBUTOR misrepresents or
                  provides inadequate information about any such charges, the
                  size of the coverage area, or anything else about CARRIER's
                  WRS to a Subscriber, CARRIER shall have the right to deduct
                  from commissions otherwise due to DISTRIBUTOR, or DISTRIBUTOR
                  agrees to pay CARRIER upon demand, an amount equal to any
                  amount which CARRIER pays to or allows the Subscriber for such
                  charges of which Subscriber was not notified or which were
                  misrepresented to the Subscriber. Further, if DISTRIBUTOR
                  fails to program any Subscriber Equipment correctly and
                  according to recommendations made and/or standards set by the
                  manufacturer and/or CARRIER, CARRIER shall have the right to
                  deduct from compensation otherwise due to DISTRIBUTOR or
                  DISTRIBUTOR agrees to pay to CARRIER upon demand, an amount
                  determined by CARRIER for such faulty programming. CARRIER
                  will notify DISTRIBUTOR in advance of such payment.

         8.       If DISTRIBUTOR activates a number and the billed name and
                  address reflect the DISTRIBUTOR's name and/or address and not
                  the actual Subscriber (or his or her employer), CARRIER may
                  charge back the compensation paid to DISTRIBUTOR and
                  DISTRIBUTOR agrees to be responsible for all unpaid bills for
                  service for such a number.

         9.       CARRIER may, in its sole discretion, impose a charge upon
                  DISTRIBUTOR for Equipment changes. Such charge shall be in
                  accordance with the Equipment change guidelines specified by
                  management in the Area.

         10.      No compensation will be paid to DISTRIBUTOR for numbers
                  activated by, and in the name of, DISTRIBUTOR, its
                  subdistributors, affiliates, employees, any person included in
                  the definition of DISTRIBUTOR, and the like, if CARRIER
                  determines such activations are for rental purposes.


<PAGE>   35
                                           BellSouth Mobility, Inc.
                                           Exhibit B, Page 5
                                           January 1, 2001
                                           Non-Exclusive and Semi-Non Exclusive
                                           Authorized Distributor


B.       NO COMPENSATION SHALL BE PAID UNDER THIS AGREEMENT FOR ANY SUBSCRIBER
         ACTIVATED UNDER A PREPAID PLAN OR PROGRAM.

                                       II
                           PAYMENT FOR SERVICE OPTIONS

         CARRIER reserves the right to determine whether DISTRIBUTOR will
receive compensation for service options when those options are introduced or
implemented. Payment for service options shall be determined by the appropriate
CARRIER Manager in the Area.


                                       III
                        MARKET DEVELOPMENT FUNDS ("MDF")

                                    YEAR ONE

                                * * * * * * * * *

                                    YEAR TWO

                                * * * * * * * * *

                                       IV
                            COMPENSATION MODIFICATION

                                * * * * * * * * *


                                        V
                             COOPERATIVE ADVERTISING

                                * * * * * * * * *


                                       VI
                                     GENERAL

A.       Continuous active service refers to the use of CARRIER's WRS without
         interruption, either voluntary or involuntary.

         For purposes of calculating continuous active service, a Subscriber who
         is disconnected for nonpayment and is reconnected to CARRIER's service
         in the same billing cycle shall be considered as having continuous
         active service.


                                     - 35 -
<PAGE>   36
                                           BellSouth Mobility, Inc.
                                           Exhibit B, Page 6
                                           January 1, 2001
                                           Non-Exclusive and Semi-Non Exclusive
                                           Authorized Distributor


B.            If DISTRIBUTOR received Equipment under any CARRIER program and
              invoices are not paid within sixty (60) days of the invoice date,
              or if DISTRIBUTOR owes CARRIER amounts for any other reason,
              including, but not limited to, all amounts due for unpaid bills
              for wireless service provided to DISTRIBUTOR or its officers or
              principals, CARRIER reserves the right to deduct such unpaid
              amounts from DISTRIBUTOR's compensation.

              DISTRIBUTOR understands that it will be invoiced for lost, stolen
              and damaged Equipment which has been shipped by CARRIER or
              CARRIER's supplier in accordance with standard practices.

C.            If DISTRIBUTOR believes there are any discrepancies in commission
              payments, DISTRIBUTOR must submit a request for reconciliation
              within ninety (90) days from the date of such payment.

D.            If CARRIER believes that DISTRIBUTOR may cease doing business as a
              CARRIER DISTRIBUTOR or if CARRIER determines that this Agreement
              may terminate for any other reason, then CARRIER may, in its sole
              discretion, withhold compensation otherwise due to DISTRIBUTOR in
              order to cover chargebacks or other deductions from DISTRIBUTOR'S
              compensation that CARRIER may make for Subscribers who do not
              complete 90 days of continuous active service based on
              DISTRIBUTOR's chargebacks for most recent 90 day period. CARRIER
              shall inform DISTRIBUTOR in such a case of the reasons for
              withholding compensation.


                                     - 36 -
<PAGE>   37
                                    EXHIBIT C


Fraudulent Subscribers are a major source of cellular fraud and consequent
revenue losses. To prevent this and protect both CARRIER and its respective
distribution channels, the following are required for qualification of
commissions and/or bonuses.

         Verification of identity and signature from valid drivers license or
         state issued ID card. Make sure the signature and address are the same
         on the service application as on the ID.

         If possible, obtain a copy of ID to be maintained with service
         application.

         Accounts must be in the name of the person signing the application and
         that person's credit must be used in determining qualification for
         service and deposit requirements.

         Account must be a new subscriber - a change of mobile number or ESN
         does not constitute a new account.

         Altering phones by changing the ESN (i.e. providing an extension phone)
         is in violation of FCC Rules and will result in not only commission
         chargeback but also is considered breach of contract.

         THE MANAGER IN YOUR AREA WILL FURNISH YOU A POLICIES AND PROCEDURE
         LETTER REGARDING FRAUDULENT SUBSCRIBERS, WHICH LETTER SHALL BECOME A
         PART OF THIS AGREEMENT.




         This Exhibit may be amended from time to time by CARRIER.


                                     - 37 -
<PAGE>   38


                                    EXHIBIT D
             FORM OF LICENSE TO USE MARKS BY AUTHORIZED DISTRIBUTOR

                           TRADEMARK LICENSE AGREEMENT
                      (CARRIER and Authorized DISTRIBUTOR)

         This Trademark License Agreement is entered into effective as of the
date executed by Licensor, by and among BELLSOUTH INTELLECTUAL PROPERTY
MARKETING CORPORATION, a Georgia corporation ("BellSouth" or "Licensor"),
CARRIER IDENTIFIED ON EXHIBIT B ("CARRIER"), and DISTRIBUTOR IDENTIFIED ON
EXHIBIT B, ("Licensee" or "DISTRIBUTOR").

         Whereas, CARRIER, an affiliate of Licensor, and DISTRIBUTOR have
entered into that certain Authorized Agency Agreement, with respect to the
promotion and provision of certain services of CARRIER (the "Master Agreement");
and

         Whereas, it is contemplated under the terms of the Master Agreement
that DISTRIBUTOR will be authorized to use certain trademarks of CARRIER or its
affiliates, and CARRIER has requested that BellSouth grant a license of such
trademarks to DISTRIBUTOR for the purposes thereof; and

         Whereas, BellSouth Intellectual Property Corporation owns and BellSouth
Intellectual Property Marketing Corporation holds the exclusive right to license
the BELLSOUTH MOBILITY, BELLSOUTH MOBILITY DCS, the DCS Design, BELLSOUTH and
Bell Symbol trademarks, service marks and logos listed in APPENDIX 1 to third
parties (the "Marks"); and

         Whereas, Licensor is willing to license the Marks to DISTRIBUTOR under
the terms and conditions hereof, and this License Agreement will set forth the
graphic standards and other guidelines for use of the Marks; and

         Now, Therefore, in consideration of the mutual covenants set forth
below, the parties agree as follows:

         1.       Licensee acknowledges that you have entered into a valid
written Authorized Agency Agreement with CARRIER to act as an distributor of
CARRIER to solicit and contract with Subscribers for Wireless Radio Service (as
those terms are defined in the Master Agreement). Licensee further acknowledges
that any breach of the Master Agreement shall constitute an immediate breach of
this License Agreement. To the extent that the terms of this License Agreement
and the Master Agreement conflict, the terms of this License Agreement will
control.

         2.       BellSouth Intellectual Property Marketing Corporation
("BellSouth") hereby grants Licensee a one-time, nonexclusive, royalty-free
license to use and reproduce the logos on the Logo Slick Page that follows as
APPENDIX 2 subject to the terms hereof. The license is limited to the right to
reproduce the Marks in conjunction with the sale of CARRIER's WRS and


                                     - 38 -
<PAGE>   39
products. This license shall run concurrently with the term of the Master
Agreement, and any renewals thereof.

         3.       The Logo Slick Page contains the permissible typefaces for use
of the Marks. Licensee agrees to use the Marks exactly as shown on the Logo
Slick Page without any alteration to the Marks. Licensee may not modify the
typeface or use any typeface other than the typeface shown on the Logo Slick
Page. Failure to display the Marks as indicated herein shall result in immediate
cancellation of this authorization.

         4.       Licensee acknowledges that its right to use the Marks is
derived solely from this License Agreement and is limited to the right to
identify Licensee as a distributor of CARRIER for the sale of WRS and to
identify products and services bearing the Marks which may be sold by Licensee.
Licensee agrees to comply with all rules and regulations pertaining to the Marks
prescribed by BellSouth from time to time during the term of this License
Agreement. Licensee agrees to maintain the quality and nature of the products
and services associated with the Marks as established by BellSouth and CARRIER.
DISTRIBUTOR acknowledges that it has no interest in the Marks and all rights
therein and goodwill pertaining thereto belong exclusively to BellSouth
Intellectual Property Corporation ("BIPCO"). This License Agreement is not
assignable and Licensee may not grant any sub-license(s) of its rights herein;
provided, however, its distributors and subdistributors may display promotional
materials bearing the Marks without alteration thereof, but may not use the
Marks in advertising. Any unauthorized use of the Marks by Licensee, or any use
not in compliance herewith, shall constitute an infringement of the rights of
BIPCO in and to the Marks.

         5.       Licensee shall use the Marks with such words qualifying or
identifying the agency relationship of CARRIER and Licensee as CARRIER from time
to time reasonably prescribes. Licensee shall not use the Marks as part of any
corporate or trade name or with any prefix, suffix or other modifying words,
terms, designs or symbols, or in any modified form, nor may Licensee use the
Marks in connection with the sale of any unauthorized product or service or in
any other manner not expressly authorized by this License Agreement or
separately in writing by CARRIER. Licensee agrees to display the Marks on
stationery and other forms used in its WRS business in the manner prescribed
herein. Misuse of the Marks by Licensee or its subdistributors may result in
termination of this License Agreement or such other remedy as BellSouth may
establish from time to time.

         6.       If it becomes advisable at any time in BellSouth's sole
discretion for Licensee to modify or discontinue use of any Mark or substitute
one or more additional trademarks or service marks to identify its relationship
with CARRIER, Licensee agrees to comply therewith within a reasonable time after
notice thereof by BellSouth and the sole obligations of CARRIER in any such
event shall be to reimburse Licensee for the out-of-pocket costs, if any, of
complying with this obligation. In addition, Licensee shall replace obsolete
identification signs or identification material with new signs or identification
material should BIPCO adopt new Marks replacing one or more Marks identified by
BellSouth on the Logo Slick Page.

         7.       BellSouth reserves for itself the right to inspect and review,
at any reasonable time and with reasonable notice, the use of the Marks by the
Licensee pursuant to this License


                                     - 39 -
<PAGE>   40

Agreement in order to confirm that the nature and quality of the goods and
services associated with the Marks and the use of the Marks by the Licensee
conforms to its standards. Any use of the Marks which is not authorized herein
or by an authorized representative of BellSouth shall be strictly prohibited.
Any use of the Marks which is inconsistent with terms hereof shall be grounds
for immediate cancellation of this authorization to use the Marks. Any failure
to select this remedy on any occasion shall not constitute a waiver of
BellSouth's rights under this paragraph.

         8.       This License Agreement shall be governed by the laws of the
United States and the State of Georgia.

         9.       If for any reason a court of competent jurisdiction finds any
provision, or portion thereof, to be unenforceable, the remainder of this
License Agreement shall continue in full force and effect.

         10.      This License Agreement constitutes the entire agreement
between the parties with respect to the use of the Marks and supersedes all
prior or contemporaneous understandings regarding such subject matter. No
amendment to or modification of this License Agreement will be binding unless in
writing and signed by BellSouth.

         IN WITNESS WHEREOF, the parties have manually or by electronic
signature executed this License Agreement by their duly authorized
representatives in one or more counterparts, each of which shall constitute an
original, on the effective date specified above.

AUTHORIZED DISTRIBUTOR:                      LICENSOR:

BOBBY ALLISON WIRELESS                       BELLSOUTH INTELLECTUAL
                                             PROPERTY MARKETING
                                             CORPORATION


By:      /s/ Robert L. McGinnis              By:
   ---------------------------------            -------------------------------

Name: Robert L. McGinnis                     Name:  Scott Frank

Title:  CEO                                  Title:    President

Date:    8/11/00                             Date:
     -------------------------------              -----------------------------


                                     - 40 -

<PAGE>   41


AFFILIATE:



-----------------------------------------------------
CARRIER

By:
   --------------------------------------------------
(SIGNATURE)

Name:
     ------------------------------------------------

Title:
      -----------------------------------------------

Date:
     ------------------------------------------------


                                     - 41 -
<PAGE>   42


                                   APPENDIX 1

Authorized Marks under Trademark License Agreement to DISTRIBUTOR.

<TABLE>
<CAPTION>
         Mark and Class                           Date of Registration            U.S. Regis. No.
         --------------                           --------------------            ---------------
         <S>                                      <C>                             <C>
         BELLSOUTH, Class 38                      Sept. 29, 1987                       1,459,196
         BELLSOUTH, Class 9                       Nov. 14, 1989                        1,565,559
         BELL, Classes 9 and 38                   Nov. 14, 1989                        1,565,562
         Bell Symbol, Class 38                    July 30, 1957                        1,327,677
         Bell Symbol, Class 9                     Dec. 5, 1989                         1,569,327
         BELLSOUTH MOBILITY                       Dec. 31, 1991                        1,670,082
         BELLSOUTH MOBILITY                       July 21, 1992                        1,702,143
         BELLSOUTH MOBILITY                       Dec. 3, 1996                         2,020,258
         DCS and Design                           June 16, 1998                        2,166,626
         DCS and Design                           July 28, 1998                        2,176,964
</TABLE>


                                     - 42 -
<PAGE>   43


                                   APPENDIX 2

Graphic Standards for BellSouth Marks



                                     - 43 -