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                                                                    Exhibit 10.1

                                   SPRINT PCS
                              MANAGEMENT AGREEMENT

                                     BETWEEN

                              SPRINT SPECTRUM L.P.

                                WIRELESSCO, L.P.

                                       AND

                                UBIQUITEL L.L.C.


                               SEPTEMBER __, 1998

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1.    MANAGER..................................................................2
      1.1    Hiring of Manager.................................................2
      1.2    Program Requirements..............................................2
      1.3    Vendor Purchase Agreements........................................2
      1.4    Interconnection...................................................3
      1.5    Seamlessness......................................................3
      1.6    Forecasting.......................................................3
      1.7    Financing.........................................................3
      1.8    Ethical Conduct and Related Covenants.............................3

2.    BUILD-OUT OF NETWORK.....................................................3
      2.1    Build-out Plan....................................................3
      2.2    Compliance with Regulatory Rules..................................4
      2.3    Exclusivity of Service Area.......................................4
      2.4    Restriction.......................................................4
      2.5    Coverage Enhancement..............................................4
      2.6    Purchase of Assets by Manager.....................................6
      2.7    Microwave Relocation..............................................6
      2.8    Determination of pops.............................................6

3.    PRODUCTS AND SERVICES; IXC SERVICES......................................6
      3.1    Sprint PCS Products and Services..................................6
      3.2    Other Products and Services.......................................6
      3.3    Cross-selling with Sprint.........................................7
      3.4    IXC Services......................................................7
      3.5    Resale of Products and Services...................................7
             3.5.1    Mandatory Resale of Products and Services................7
             3.5.2    Voluntary Resale of Products and Services................7
      3.6    Non-competition...................................................8
      3.7    Right of Last Offer...............................................8

4.    MARKETING AND SALES ACTIVITIES...........................................9
      4.1    Sprint PCS National or Regional Distribution Program
               Requirements....................................................9
             4.1.1    Territorial Limitations on Manager's Distribution
                        Activities.............................................9
             4.1.2    Settlement of Equipment Sales............................9
             4.1.3    Use of Third-Party Distributors..........................9
      4.2    Sprint PCS National Accounts Program Requirements................10
      4.3    Sprint PCS Roaming and Inter Service Area Program Requirements...10
      4.4    Pricing..........................................................10
      4.5    Home Service Area................................................11

5.    USE OF BRANDS...........................................................11
      5.1    Use of Brands....................................................11
      5.2    Conformance to Marketing Communications Guidelines...............11
      5.3    Joint Marketing With Third Parties...............................11
      5.4    Prior Approval of Use of Brands..................................12
      5.5    Duration of Use of Brand.........................................12


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6.    ADVERTISING AND PROMOTION...............................................12
      6.1    National Advertising and Promotion...............................12
      6.2    In-Territory Advertising and Promotion...........................12
      6.3    Review of Advertising and Promotion Campaigns....................13
      6.4    Public Relations.................................................13

7.    SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS...............................13
      7.1    Conformance to Sprint PCS Technical Program Requirements.........13
      7.2    Establishment of Sprint PCS Technical Program Requirements.......14
      7.3    Handoff to Adjacent Networks.....................................14

8.    SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS........................14
      8.1    Compliance With Sprint PCS Customer Service Program
               Requirements...................................................14

9.    SPRINT PCS PROGRAM REQUIREMENTS.........................................14
      9.1    Program Requirements Generally...................................14
      9.2    Amendments to Program Requirements...............................14
      9.3    Manager's Right to Request Review of Changes.....................15
      9.4    Sprint PCS' Right to Implement Changes...........................16
      9.5    Rights of Inspection.............................................16
      9.6    Manager's Responsibility to Interface with Sprint PCS............16

10.   FEES....................................................................16
      10.1   Fees and Payments................................................16
             10.1.1   Fee Based on Collected Revenues.........................16
             10.1.2   Payment of Universal Service Funds......................16
             10.1.3   Inter Service Area Fees.................................17
             10.1.4   Interconnect Fees.......................................17
             10.1.5   Outbound Roaming Fees...................................17
             10.1.6   Reimbursements..........................................17
      10.2   Monthly True Up..................................................17
      10.3   Taxes............................................................17
      10.4   Collected Revenues Definition....................................18
      10.5   Late Payments....................................................19
      10.6   Setoff Right If Failure To Pay Amounts Due.......................19

11.   TERM; TERMINATION; EFFECT OF TERMINATION................................19
      11.1   Initial Term.....................................................19
      11.2   Renewal Terms....................................................19
             11.2.1   Non-renewal Rights of Manager...........................19
                      11.2.1.1 Manager's Put Right............................19
                      11.2.1.2 Manager's Purchase Right.......................20
             11.2.2   Non-renewal Rights of Sprint PCS........................20
                      11.2.2.1 Sprint PCS' Purchase Right.....................21
                      11.2.2.2 Sprint PCS' Put Right..........................21
             11.2.3   Extended Term Awaiting FCC Approval.....................21


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      11.3   Events of Termination............................................21
             11.3.1   Termination of License..................................22
             11.3.2   Breach of Agreement: Payment of Money Terms.............22
             11.3.3   Breach of Agreement: Other Terms........................22
             11.3.4   Regulatory Considerations...............................22
             11.3.5   Termination of Trademark License Agreements.............22
             11.3.6   Financing Considerations................................23
             11.3.5   Bankruptcy of a Party...................................23
      11.4   Effect of an Event of Termination................................23
      11.5   Manager's Event of Termination Rights and Remedies...............24
             11.5.1   Manager's Put Right.....................................25
             11.5.2   Manager's Purchase Right................................25
             11.5.3   Manager's Action for Damages or Other Relief............26
      11.6   Sprint PCS' Event of Termination Rights and Remedies.............26
             11.6.1   Sprint PCS' Purchase Right..............................26
             11.6.2   Sprint PCS' Put Right...................................26
             11.6.3   Sprint PCS' Right to Cause A Cure.......................27
             11.6.4   Sprint PCS' Action for Damages or Other Relief..........28
      11.7   Determination of Entire Business Value...........................28
             11.7.1   Appointment of Appraisers...............................28
             11.7.2   Manager's Operating Assets..............................28
             11.7.3   Entire Business Value...................................29
             11.7.4   Calculation of Entire Business Value....................29
      11.8   Closing Terms and Conditions.....................................30
      11.9   Contemporaneous and Identical Application........................30

12.   BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE..................30
      12.1   Books and Records................................................30
             12.1.1   General.................................................30
             12.1.2   Audit...................................................30
             12.1.3   Contesting an Audit.....................................30
      12.2   Confidential Information.........................................31
      12.3   Insurance........................................................32
             12.3.1   General.................................................32
             12.3.2   Waiver of Subrogation...................................32
             12.3.3   Certificates of Insurance...............................32

13.   INDEMNIFICATION.........................................................33
      13.1   Indemnification by Sprint PCS....................................33
      13.2   Indemnification by Manager.......................................33
      13.3   Procedure........................................................33
             13.3.1   Notice..................................................33
             13.3.2   Defense by Indemnitor...................................33
             13.3.3   Defense by Indemnitee...................................34
             13.3.4   Costs...................................................34

14.   DISPUTE RESOLUTION......................................................34
      14.1   Negotiation......................................................34
      14.2   Unable to Resolve................................................34
      14.3   Attorneys and Intent.............................................35
      14.4   Tolling of Cure Periods..........................................35


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                                                                            Page
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15.   REPRESENTATIONS AND WARRANTIES..........................................35
      15.1   Due Incorporation or Formation; Authorization of Agreements......35
      15.2   Valid and Binding Obligation.....................................36
      15.3   No Conflict; No Default..........................................36
      15.4   Litigation.......................................................36

16.   REGULATORY COMPLIANCE...................................................36
      16.1   Regulatory Compliance............................................36
      16.2   FCC Compliance...................................................36
      16.3   Marking and Lighting.............................................38
      16.4   Regulatory Notices...............................................38
      16.5   Regulatory Policy-Setting Proceedings............................38

17.   GENERAL PROVISIONS......................................................38
      17.1   Notices..........................................................38
      17.2   Construction.....................................................38
      17.3   Headings.........................................................38
      17.4   Further Action...................................................38
      17.5   Counterpart Execution............................................38
      17.6   Specific Performance.............................................39
      17.7   Entire Agreement; Amendments.....................................39
      17.8   Limitation on Rights of Others...................................39
      17.9   Waivers..........................................................39
             17.9.1   Waivers--General........................................39
             17.9.2   Waivers--Manager........................................39
             17.9.3   Force Majeure...........................................39
      17.10  Waiver of Jury Trial.............................................40
      17.11  Binding Effect...................................................40
      17.12  Governing Law....................................................40
      17.13  Severability.....................................................40
      17.14  Limitation of Liability..........................................40
      17.15  No Assignment; Exceptions........................................40
             17.15.1  General.................................................40
             17.15.2  Assignment Right of Manager to Financial Lender.........41
             17.15.3  Change of Control Rights................................41
             17.15.4  Right of First Refusal..................................42
             17.15.5  Transfer of Sprint PCS Network..........................43
      17.16  Provision of Services by Sprint Spectrum.........................43
      17.17  Number Portability...............................................43
      17.18  Disclaimer of Agency.............................................43
      17.19  Independent Contractors..........................................43
      17.20  Expense..........................................................43
      17.21  General Terms....................................................44
      17.22  Conflicts with Other Agreements..................................44
      17.23  Survival Upon Termination........................................44
      17.24  Announced Transaction............................................44
      17.25  Additional Terms and Provisions..................................44
      17.26  Master Signature Page............................................44
      17.27  Agent Authorization..............................................45


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<PAGE>

                         SPRINT PCS MANAGEMENT AGREEMENT

      This SPRINT PCS MANAGEMENT AGREEMENT is made September _____, 1998,
between Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P.,
a Delaware limited partnership, and UbiquiTel L.L.C., a Washington limited
liability company (but not any Related Party) ("Manager"). The definitions for
this agreement are set forth on the "Schedule of Definitions."

                                    RECITALS

      A. Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo. L.P.,
a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, American
PCS Communications, LLC, a Delaware limited liability company, APC PCS, LLC, a
Delaware limited liability company, PhillieCo Partners I, L.P., a Delaware
limited partnership, PhillieCo, L.P., a Delaware limited partnership, Cox
Communications PCS, L.P., a Delaware limited partnership, and Cox PCS License,
L.L.C., a Delaware limited liability company, hold and exercise, directly or
indirectly, control over licenses to operate wireless services networks.

      B. The entity or entities named in Recital A that execute this agreement
hold, directly or indirectly, the Licenses for the areas identified on the
Service Area Exhibit and are referred to in this agreement as "Sprint PCS."
Because this agreement addresses the rights and obligations of each license
holder with respect to each of its Licenses, each reference in this agreement to
"Sprint PCS" refers to the entity that owns, directly or indirectly, the License
referred to in that particular instance or application of the provision of this
agreement. If Sprint Spectrum does not own the License, it will provide on
behalf of Sprint PCS most or all of the services required under this agreement
to be provided by Sprint PCS.

      C. The Sprint PCS business was established to use the Sprint PCS Network,
a nationwide wireless services network, to offer seamless, integrated voice and
data services using wireless technologv. The Sprint PCS Network offers the
services to customers under the Brands.

      D. This agreement, therefore, includes provisions defining Manager's
obligations with respect to:

      o     The design, construction and management of the Service Area Network;

      o     Offering and promoting products and services designated by Sprint
            PCS as the Sprint PCS Products and Services of the Sprint PCS
            Network;

      o     Adherence to Program Requirements established by Sprint PCS to
            ensure seamless interoperability throughout the Sprint PCS Network
            and uniform and consistent quality of product and service offerings;

      o     Adherence to Program Requirements established by Sprint PCS to
            ensure seamless interoperability throughout the Sprint PCS Network
            and uniform and consistent quality of product and service offerings;

      o     Adherence to Customer Service Program Requirements established by
            Sprint PCS to ensure consistency in interactions with customers
            (including billing, customer care, etc.); and

      o     Adherence to Program Requirements relating to the marketing,
            promotion and distribution of Sprint PCS Products and Services.

      E. The Sprint PCS Network is expanding with the assistance of "managers"
(companies such as Manager that manage Service Area Networks that offer Sprint
PCS Products and Services under a license owned by

<PAGE>

Sprint PCS or one of the entities named in Recital A) and "affiliates"
(companies that manage Service Area Networks that offer Sprint PCS Products and
Services under a license owned by the affiliate).

      F. Manager wishes to enter into this agreement to help construct, operate,
manage and maintain for Sprint PCS a portion of the Sprint PCS Network in the
Service Area. Sprint PCS has determined that permitting Manager to manage a
portion of the Sprint PCS Network in accordance with the terms of this agreement
will facilitate Sprint PCS' expansion of fully digital, wireless coverage under
the License and will enhance the wireless service for customers of Sprint PCS.

      G. All managers of a portion of the business of Sprint PCS, including
Manager, must construct facilities and operate in accordance with Program
Requirements established by Sprint PCS with respect to certain aspects of the
development and offering of wireless products and services and the presentation
of the products and services to customers, to establish and operate the Sprint
PCS Network successfully by providing seamless, integrated voice and data
services, using wireless technology.

                                    AGREEMENT

      In consideration of the recitals and mutual covenants and agreements
contained in this agreement, the sufficiency of which are hereby acknowledged,
the parties, intending to be bound, agree as follows:

1. MANAGER

      1.1 Hiring of Manager. Sprint PCS hires Manager:

            (a) to construct and manage the Service Area Network in compliance
with the License and in accordance with the terms of this agreement;

            (b) to distribute continuously during the Term the Sprint PCS
Products and Services and to establish distribution channels in the Service
Area;

            (c) to conduct continually during the Term advertising and promotion
activities in the Service Area (including mutual decisions to "go dark", with
respect to advertising and promotion activities, for reasonable periods of
time); and

            (d) to manage that portion of the customer base of Sprint PCS that
has the NPA-NXXs assigned to the Service Area Network.

      Sprint PCS has the right to unfettered access to the Service Area Network
to be constructed by Manager under this agreement. The fee to be paid to Manager
by Sprint PCS under Section 10 is for all obligations of Manager under this
agreement.

      1.2 Program Requirements. Manager must adhere to the Program Requirements
established by Sprint PCS and as modified from time to time, to ensure uniform
and consistent operation of all wireless systems within the Sprint PCS Network
and to present the Sprint PCS Products and Services to customers in a uniform
and consistent manner under the Brands.

      1.3 Vendor Purchase Agreements. Manager may participate in discounted
volume-based pricing on wireless-related products and services and in the
warranties Sprint PCS receives from its vendors, as is commercially reasonable
and to the extent permitted by applicable procurement agreements (e.g.,
agreements related to network infrastructure equipment, subscriber equipment,
interconnection, and collocation). Sprint PCS will use commercially reasonable
efforts to obtain for managers the same price Sprint PCS receives from vendors;


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this does not prohibit Sprint PCS from entering into procurement agreements that
do not provide managers with the Sprint PCS prices.

      Manager must purchase subscriber and infrastructure equipment from a
Sprint PCS approved list of products, which will include a selection from a
variety of manufacturers. Where required, the products must include proprietary
software developed by the manufacturers for Sprint PCS or by Sprint PCS to allow
seamless interoperability in the Sprint PCS Network. Sprint PCS or the vendor
may require Manager to execute a separate license agreement for the software
prior to Manager's use of the software.

      Manager may only make purchases under this Section 1.3 for items to be
used exclusively in the Service Area (e.g., Manager may not purchase base
stations under a Sprint PCS contract for use in a system not affiliated with
Sprint PCS).

      1.4 Interconnection. If Manager desires to interconnect a portion of the
Service Area Network with another carrier and Sprint PCS can interconnect with
that carrier at a lower rate, then to the extent permitted by applicable laws,
tariffs and contracts, Sprint PCS may arrange for the interconnection under its
agreements with the carrier and if it does so, Sprint PCS will bill the
interconnection fees to Manager.

      1.5 Seamlessness. Manager will design and operate its systems, platforms,
products and services in the Service Area and the Service Area Network so as to
seamlessly interface them into the Sprint PCS Network.

      1.6 Forecasting. Manager and Sprint PCS will work cooperatively to
generate mutually acceptable forecasts of important business metrics including
traffic volumes, handset sales, subscribers and Collected Revenues for the
Sprint PCS Products and Services. The forecasts are for planning purposes only
and do not constitute Manager's obligation to meet the quantities forecast.

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

      1.8 Ethical Conduct and Related Covenants. Each party must perform its
obligations under this agreement in a diligent, legal, ethical, and professional
manner.

2. BUILD-OUT OF NETWORK

      2.1 Build-out Plan. Manager will build-out the Service Area Network in the
Service Area in accordance with a Build-out Plan. Sprint PCS and Manager will
jointly develop each Build-out Plan, except the initial Build-out Plan and any
modifications, additions or expansions of the Build-out Plan will be subject to
prior written approval by Sprint PCS. Manager will report to Sprint PCS its
performance regarding the critical milestones included in the Build-out Plan on
a periodic basis as mutually agreed to by the parties, but no less frequently
than quarterly. The Build-out Plan and the Service Area Network as built must
comply with Sprint PCS Program Requirements and federal and local regulatory
requirements.

      Sprint PCS approves the Build-out Plan in effect as of the date of this
agreement, which Build-out Plan is attached as Exhibit 2.1. Each new or amended
Build-out Plan will also become part of Exhibit 2.1.


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      2.2 Compliance with Regulatory Rules. During the build-out of the Service
Area Network, Sprint PCS authorizes Manager to make all filings with regulatory
authorities regarding the build-out, including filings with the Federal Aviation
Administration, environmental authorities, and historical districts. Manager may
further delegate its duty under this Section 2.2 to a qualified site acquisition
company. Manager must ensure that a copy of every filing is given to Sprint PCS.
Manager must ensure that Sprint PCS is notified in writing of any contact by a
regulatory agency including the FCC with Manager or Manager's site acquisition
company regarding any filing. Sprint PCS has the right to direct any proceeding,
inquiry, dispute, appeal or other activity with a regulatory or judicial
authority regarding any filing made on behalf of Sprint PCS. Manager will amend,
modify, withdraw, refile and otherwise change any filing as Sprint PCS requires.
Notwithstanding the preceding sentences in this Section 2.2, and in conjunction
with Section 16, Sprint PCS is solely responsible for making any and all filings
with the FCC regarding the build-out. Manager will notify Sprint PCS of any
activity, event or condition related to the build-out that might require an FCC
filing.

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

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

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

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

      2.4 Restriction. In geographic areas within the Service Area in which
Sprint PCS or any of its Related Parties owns an incumbent local exchange
carrier as of the date of this agreement, Manager must not offer any Sprint PCS
Products or Services specifically designed for the competitive local exchange
market ("fixed wireless local loop"), except that:

            (a) Manager may designate the local exchange carrier that is a
Related Party of Sprint PCS to be the exclusive distributor of the fixed
wireless local loop product in the territory served by the local exchange
carrier, even if a portion of its territory is within the Service Area; or

            (b) Manager may sell the fixed wireless local loop product under the
terms and conditions specified by Sprint PCS (e.g., including designation by
Sprint PCS of an exclusive distribution agent for the territory).

This restriction exists with respect to a particular geographic area only so
long as Sprint PCS or its Related Party owns such incumbent local exchange
carrier.

      Nothing in this Section 2.4 prohibits Manager from offering Sprint PCS
Products and Services primarily designed for mobile functionality. The
restricted markets as of the date of this agreement are set forth on Exhibit
2.4.

      2.5 Coverage Enhancement. Sprint PCS and Manager agree that maintaining a
high standard of customer satisfaction regarding network capacity and footprint
is a required element of the manager and affiliate


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programs. Sprint PCS intends to expand network coverage to build all cells that
cover at least 5,000 pops and all interstate and major highways in the areas not
operated by Manager or Other Managers. Accordingly, Manager agrees to build-out
New Coverage when directed by Sprint PCS as set forth in this Section 2.5.
Sprint PCS agrees not to require any New Coverage build-out during the first two
years of this Agreement, nor any New Coverage that exceeds the capacity and
footprint parameters that Sprint PCS has adopted for all of its comparable
markets.

      Sprint PCS will give to Manager a written notice of any New Coverage
within the Service Area that Sprint PCS decides should be built-out. Such notice
will include an analysis completed by Sprint PCS demonstrating that such
required build-out should be economically advantageous to Manager. Such analysis
will be generated in good faith and will be based on then-currently available
information, however Sprint PCS makes no warranties or representations regarding
the accuracy of, nor will Sprint PCS be bound by, or guarantee the accuracy of,
such analysis. Manager must confirm to Sprint PCS within 90 days after receipt
of the notice that Manager will build-out the New Coverage and deliver to Sprint
PCS with such confirmation Manager's proposed amendment to the Build-out Plan
and a description of the manner and timing in which it will finance such
build-out.

      If Manager confirms, within such 90-day period, its intention to build-out
the New Coverage, then Manager and Sprint PCS will diligently finalize an
amendment to the Build-out Plan and proceed as set forth in Sections 2.1 and
2.2. The amended Build-out Plan will contain critical milestones that provide
Manager a commercially reasonable period in which to construct and implement the
New Coverage. In determining what constitutes a "commercially reasonable period"
as used in this paragraph, the parties will consider several factors, including
local zoning processes and other legal requirements, weather conditions,
equipment delivery schedules, the need to arrange additional financing, and
other construction already in progress by Manager. Manager will construct and
operate the New Coverage in accordance with the terms of this Agreement, and the
New Coverage will be included in the Service Area Network for purposes of this
agreement.

      If Manager fails to confirm, within such 90-day period, its intention to
build-out the New Coverage, declines to complete such build-out, or fails to
complete such build-out in accordance with the amended Build-out Plan, then an
Event of Termination will be deemed to have occurred under Section 11.3.3,
Manager will not have a right to cure such breach, and Sprint PCS may exercise
its rights and remedies under Section 11.2.2.1.

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

      If Sprint PCS requires build-out of New Coverage that will:

            (a) cause the Manager to spend an additional amount greater than 5%
of Manager's shareholder's equity or capital account plus Manager's long-term
debt (i.e., notes that mature more than one year from the date issued), as
reflected on Manager's hooks; or

            (b) cause the long-term operating expenses of Manager on a per unit
basis using a 10-year time frame to increase by more than 10% on a net present
value basis,

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the required New Coverage.

      The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding


                                       5
<PAGE>

the New Coverage. If after the review and decision by the Vice President or
designee, Manager is still dissatisfied, then Manager may ask that the Chief
Officer to whom the Vice President or designee reports review the matter. If
Sprint PCS still requires Manager to complete the New Coverage following the
Chief Officer's review, then if Manager and Sprint PCS fail to agree to an
amended Build-out Plan within 15 days after completion of the reconsideration
process described above in this paragraph or the end of the 90-day period
described in the second paragraph of this Section 2.5, whichever occurs first,
then an Event of Termination will be deemed to have occurred under Section
11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may
exercise its rights and remedies under Section 11.2.2.1.

      2.6 Purchase of Assets by Manager. If Sprint PCS has assets located in the
Service Area that Manager could reasonably use in its construction of the
Service Area Network and if Sprint PCS is willing to sell such assets, then
Manager agrees to purchase from Sprint PCS and Sprint PCS agrees to sell to
Manager the assets in accordance with the terms and conditions of the asset
purchase agreement attached as Exhibit 2.6.

      2.7 Microwave Relocation. Sprint PCS will relocate interfering microwave
sources in the spectrum in the Service Area to the extent necessary to permit
the Service Area Network to carry the anticipated call volume as set out in the
Build-out Plan. If the spectrum cleared is not sufficient to carry the actual
call volume then Sprint PCS will clear additional spectrum of its choosing to
accommodate the call volume. Sprint PCS may choose to clear spectrum one carrier
at a time. The parties will share equally all costs associated with clearing
spectrum under this Section 2.7.

      2.8 Determination of pops. If any provision in this agreement requires the
determination of pops in a given area, then the pops will be determined using
the census block group pop forecast then used by Sprint PCS, except that a
different forecast will be used for any FCC filing and in preparing the
Build-out Plan if required by the FCC. Sprint PCS presently uses the forecast of
Equifax/NDS, but it may choose in its sole discretion to use another service
that provides comparable data.

3. PRODUCTS AND SERVICES; IXC SERVICES

      3.1 Sprint PCS Products and Services. Manager must offer for sale, promote
and support all Sprint PCS Products and Services within the Service Area, unless
the parties otherwise agree in advance in writing. Within the Service Area,
Manager may only sell, promote and support wireless products and services that
are Sprint PCS Products and Services or are other products and services
authorized under Section 3.2. The Sprint PCS Products and Services as of the
date of this agreement are attached as Exhibit 3.1. Sprint PCS may modify the
Sprint PCS Products and Services from time to time in its sole discretion by
delivering to Manager a new Exhibit 3.1. If Sprint PCS begins offering
nationally a Sprint PCS Product or Service that is a Manager's Product or
Service, such Manager's Product or Service will become a Sprint PCS Product or
Service under this agreement.

      3.2 Other Products and Services. Manager may offer wireless products and
services that are not Sprint PCS Products and Services, on the terms Manager
determines, if the offer of the additional products and services:

            (a) does not violate the obligations of Manager under this
agreement;

            (b) does not cause distribution channel conflict with or consumer
confusion regarding Sprint PCS' regional and national offerings of Sprint PCS
Products and Services;

            (c) complies with the Trademark License Agreements; and

            (d) does not materially impede the development of the Sprint PCS
Network.


                                       6
<PAGE>

      Manager will not offer any products or services under this Section 3.2
that are confusingly similar to Sprint PCS Products and Services. Manager must
request that Sprint PCS determine whether Sprint PCS considers a product or
service to be confusingly similar to any Sprint PCS Products and Services by
providing advance written notice to Sprint PCS that describes those products and
services that could be interpreted to be confusingly similar to Sprint PCS
Products and Services. If Sprint PCS fails to provide a response to Manager
within 30 days after receiving the notice, then the products and services are
deemed to create confusion with the Sprint PCS Products and Services and the
request therefore rejected. In rejecting any request Sprint PCS must provide the
reasons for the rejection. If the rejection is based on Sprint PCS' failure to
respond within 30 days and Manager requests an explanation for the deemed
rejection, then Sprint PCS must provide within 30 days the reasons for the
rejection.

      3.3 Cross-selling with Sprint. Manager and Sprint and Sprint's Related
Parties may enter into arrangements to sell Sprint's services, including long
distance service (except those long distance services governed by Section 3.4),
Internet access, customer premise equipment, prepaid phone cards, and any other
services that Sprint or its Related Parties make available from time to time.
Sprint's services may be packaged with the Sprint PCS Products and Services.

      If Manager chooses to resell the long distance services, Internet access
or competitive local telephone services including prepaid phone cards, of third
parties (other than Manager's Related Parties), Manager will give Sprint the
right of last offer to provide those services on the same terms and conditions
as the offer to which Manager is prepared to agree, subject to the terms of any
existing agreements Manager was subject to prior to execution of this agreement.

      If Sprint sells Sprint PCS Products and Services in the Service Area,
Manager will provide such Sprint PCS Products and Services to such customers in
accordance with the terms and conditions of the Sprint PCS National or Regional
Distribution Program Requirements.

      3.4 IXC Services. Manager must purchase from Sprint long distance
telephony services for the Sprint PCS Products and Services at wholesale rates.
Long distance telephone calls are those calls between the local calling area for
the Service Area Network and areas outside the local calling area. The local
calling area will be defined by mutual agreement of Sprint PCS and Manager. If
the parties cannot agree on the extent of the local calling area they will
resolve the matter through the dispute resolution process in Section 14. Any
arrangement must have terms at least as favorable to Manager (in all material
respects) as those offered by Sprint to any wholesale customer of Sprint in
comparable circumstances (taking into consideration volume, traffic patterns,
etc.). If Manager is bound by an agreement for these services and the agreement
was not made in anticipation of this agreement, then the requirements of this
Section 3.4 do not apply during the term of the other agreement. If the other
agreement terminates for any reason then the requirements of this Section 3.4 do
apply.

      3.5 Resale of Products and Services.

            3.5.1 Mandatory Resale of Products and Services. Sprint PCS is
subject to FCC rules that require it to allow its service plans to be resold by
a purchaser of the service plan. Sprint PCS will not grant the purchaser of a
service plan the right to use any of the support services offered by Sprint PCS,
including customer care, billing, collection, and advertising, nor the right to
use the Brands. The reseller only has the right to use the service purchased.
Consequently, Manager agrees not to interfere with any purchaser of the Sprint
PCS Products or Services who resells the service plans in accordance with this
agreement and applicable law. Manager will notify purchaser that the purchaser
does not have a right to use the Brands or Sprint PCS, support services. In
addition, Manager will notify Sprint PCS if it reasonably believes a reseller of
retail service plans is using the support services or Brands.

            3.5.2 Voluntary Resale of Products and Services. Sprint PCS may
choose to offer a resale product under which resellers will resell Sprint PCS
Products and Services under brand names other than the Brands, except Sprint PCS
may permit the resellers to use the Brands for limited purposes related to the
resale of


                                       7
<PAGE>

Sprint PCS Products and Services (e.g., to notify people that the handsets of
the resellers will operate on the Sprint PCS Network). The resellers may also
provide their own support services (e.g., customer care and billing) or may
purchase the support services from Sprint PCS.

      If Sprint PCS chooses to offer a voluntary resale product, it will adopt a
program that will be a Program Requirement under this agreement and that
addresses the manner in which Manager and Other Managers interact with the
resellers. Manager must agree to comply with the terms of the program, including
its pricing provisions, if Manager wants handsets of subscribers of resellers
with NPA-NXXs of Manager to be activated. Usage of telecommunications services
while in the Service Area by subscribers of resellers with NPA-NXXs from outside
the Service Area will be subject to the pricing provisions of the Sprint PCS
Roaming and Inter Service Area Program for roaming and inter service area
pricing between Manager and Sprint PCS unless Manager agrees in writing to
different pricing.

      Except as required under the regulations and rules concerning mandatory
resale. Manager may not sell Sprint PCS Products and Services for resale unless
Sprint PCS consents to such sales in advance in writing.

      3.6 Non-competition. Neither Manager nor any of its Related Parties may
offer Sprint PCS Products and Services outside of the Service Area without the
prior written approval of Sprint PCS.

      Within the Service Area, Manager and Manager's Related Parties may offer,
market or promote telecommunications products or services only under the
following brands:

            (a) products or services with the Brands;

            (b) other products and services approved under Section 3.2;

            (c) products or services with Manager's brand; or

            (d) products or services with the brands of Manager's Related
Parties.

except no brand of a significant competitor of Sprint PCS or its Related Parties
in the telecommunications business may be used by Manager or Manager's Related
Parties on these products and services.

      If Manager or any of its Related Parties has licenses to provide broadband
personal communication services outside the Service Area, neither Manager nor
such Related Party may utilize the spectrum to offer Sprint PCS Products and
Services without prior written consent from Sprint PCS. Additionally, when
Manager's customers from inside the Service Area travel or roam to other
geographic areas, Manager will route the customers' calls, both incoming and
outgoing, according to the Sprint PCS Network Roaming and Inter Service Area
Program Requirements, without regard to any wireless networks operated by
Manager or its Related Parties. For example, Manager will program the preferred
roaming list for handsets sold in the Service Area to match the Sprint PCS
preferred roaming list.

      3.7 Right of Last Offer. Manager will offer to Sprint the right to make to
Manager the last offer to provide backhaul and transport services for call
transport for the Service Area Network, if Manager decides to use third parties
for backhaul and transport services rather than self-provisioning the services
or purchasing the services from Related Parties of Manager. Sprint will have a
reasonable time to respond to Manager's request for last offer to provide
backhaul and transport pricing and services, which will be no greater than 5
Business Days after receipt of the request for the services and pricing from
Manager.

      If Manager has an agreement in effect as of the date of this agreement for
these services and the agreement was not made in anticipation of this agreement,
then the requirements of this Section 3.7 do not apply during the


                                       8
<PAGE>

term of the other agreement. If the other agreement terminates for any reason
then the requirements of this Section 3.7 do apply.

4. MARKETING AND SALES ACTIVITIES

      4.1 Sprint PCS National or Regional Distribution Program Requirements.
During the term of this agreement, Manager must participate in any Sprint PCS
National or Regional Distribution Program (as in effect from time to time), and
will pay or receive compensation for its participation in accordance with the
terms and conditions of that program. The Sprint PCS National or Regional
Distribution Program Requirements in effect as of the date of this agreement are
attached as Exhibit 4.1.

            4.1.1 Territorial Limitations on Manager's Distribution Activities.
Neither Manager nor any of its Related Parties will market, sell or distribute
Sprint PCS Products and Services outside of the Service Area, except:

            (a) as otherwise agreed upon by the parties in advance in writing;
or

            (b) Manager may place advertising in media that has distribution
outside of the Service Area, so long as that advertising is intended by Manager
to reach primarily potential customers within the Service Area.

            4.1.2 Settlement of Equipment Sales. Sprint PCS will establish a
settlement policy and process that will be included in the Sprint PCS National
or Regional Distribution Program Requirements to:

            (a) reconcile sales of subscriber equipment made in the service
areas of Sprint PCS or Other Managers of Sprint PCS, that result in activations
in the Service Area; and

            (b) reconcile sales of subscriber equipment made in the Service Area
that result in activations in service areas of Sprint PCS or Other Managers.

      In general, the policy will provide that the party in whose service area
the subscriber equipment is activated will be responsible for the payment of any
subsidy (i.e., the difference between the price paid to the manufacturer and the
suggested retail price for direct channels or the difference between the price
paid to the manufacturer and the wholesale price for third party retailers) and
for other costs associated with the sale, including logistics, inventory
carrying costs, direct channel commissions and other retailer compensation.

            4.1.3 Use of Third-Party Distributors.

            (a) Manager may request that Sprint PCS and a local distributor
enter into Sprint PCS' standard distribution agreement regarding the purchase
from Sprint PCS of handsets and accessories. Sprint PCS will use commercially
reasonable efforts to reach agreement with the local distributor. Sprint PCS may
refuse to enter into a distribution agreement with a distributor for any
reasonable reason, including that the distributor fails to pass Sprint PCS' then
current credit and background checks or the distributor fails to agree to the
standard terms of the Sprint PCS distribution agreement. Any local distributor
will be subject to the terms of the Trademark License Agreements or their
equivalent. Manager will report to Sprint PCS the activities of any local
distributor that Manager believes to be in violation of the distribution
agreement.

            (b) Manager may establish direct local distribution programs in
accordance with the Sprint PCS National or Regional Distribution Program
Requirements, subject to the terms and conditions of the Trademark License
Agreements and the non-competition and other provisions contained in this
agreement. If Manager sells Sprint PCS handsets and accessories directly to a
local distributor:


                                       9
<PAGE>

                  (i) Sprint PCS has the right to approve or disapprove a
      particular distributor,

                  (ii) Manager is responsible for such distributor's compliance
      with the terms of the Trademark License Agreements and the other
      provisions contained in this agreement, and

                  (iii) Manager must retain the right to terminate the
      distribution rights of the local distributor when so instructed by Sprint
      PCS (even if Sprint PCS initially approved or did not exercise its right
      to review the distributor).

      4.2 Sprint PCS National Accounts Program Requirements. During the term of
this agreement. Manager must participate in the Sprint PCS National Accounts
Program (as in effect from time to time), and will be entitled to compensation
for its participation and will be required to pay the expenses of the program in
accordance with the terms and conditions of that program. The Sprint PCS
National Accounts Program Requirements in effect as of the date of this
agreement are attached as Exhibit 4.2.

      4.3 Sprint PCS Roaming and Inter Service Area Program Requirements.
Manager will participate in the Sprint PCS Roaming and Inter Service Area
Program established and implemented by Sprint PCS, including roaming price plans
and inter-carrier settlements. The Sprint PCS Roaming and Inter Service Area
Program Requirements in effect as of the date of this agreement are attached as
Exhibit 4.3.

      As part of the Sprint PCS Roaming and Inter Service Area Program
Requirements. Sprint PCS will establish a settlement policy and process to
equitably distribute between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) the revenues received by one member
for services used by its customers when they travel into other members' service
areas.

      4.4 Pricing. Manager will offer and support all Sprint PCS pricing plans
designated for regional or national offerings of Sprint PCS Products and
Services (e.g., national inter service area rates, regional home rates, and
local price points). The Sprint PCS pricing plans as of the date of this
agreement are attached as Exhibit 4.4. Sprint PCS may modify the Sprint PCS
pricing plans from time to time in its sole discretion by delivering to Manager
a new Exhibit 4.4.

      Additionally, with prior approval from Sprint PCS, which approval will not
be unreasonably withheld, Manager may establish price plans for Sprint PCS
Products and Services that are only offered in its local market, subject to:

            (a) the non-competition and other provisions contained in this
agreement;

            (b) consistency with regional and national pricing plans;

            (c) regulatory requirements; and

            (d) capability and cost of implementing rate plans in Sprint PCS
systems (if used).

      Manager must provide advance written notice to Sprint PCS with details of
any pricing proposal for Sprint PCS Products or Services in the Service Area. If
Sprint PCS fails to respond to Manager within 10 Business Days after receiving
such notice, then the price proposed for those Sprint PCS Products or Services
is deemed approved.

      At the time Sprint PCS approves a pricing proposal submitted by Manager,
Sprint PCS will provide Manager an estimate of the costs and expenses and
applicable time frames required for Sprint PCS to implement the proposed pricing
plan. Manager agrees to promptly reimburse Sprint PCS for any cost or expense
incurred by Sprint PCS to implement such a pricing plan, which will not exceed
the amount estimated by Sprint PCS if Manager waited for Sprint PCS' response to
Manager's proposal.


                                       10
<PAGE>

      4.5 Home Service Area. Sprint PCS and Manager will agree to the initial
home service area for each base station in the Service Area Network prior to the
date the Service Area Network goes into commercial operation. If the parties
cannot agree to the home service area for each base station in the Service Area
Network, then the parties will use the dispute resolution process in Section 14
of this agreement to assign each base station to a home service area.

5. USE OF BRANDS

      5.1 Use of Brands.

            (a) Manager must enter into the Trademark License Agreements on or
before the date of this agreement.

            (b) Manager must use the Brands exclusively in the marketing,
promotion, advertisement, distribution, lease or sale of any Sprint PCS Products
and Services within the Service Area, except Manager may use other brands to the
extent permitted by the Trademark License Agreements and not inconsistent with
the terms of this agreement.

            (c) Neither Manager nor any of its Related Parties may market,
promote, advertise, distribute, lease or sell any of the Sprint PCS Products and
Services or Manager's Products and Services on a non-branded, "private label"
basis or under any brand, trademark, trade name or trade dress other than the
Brands, except (i) for sales to resellers required under this agreement, or (ii)
as permitted under the Trademark License Agreements.

            (d) The provisions of this Section 5.1 do not prohibit Manager from
including Sprint PCS Products and Services under the Brands within the Service
Area as part of a package with its other products and services that bear a
different brand or trademark. The provisions of this Section 5.1 do not apply to
the extent that they are inconsistent with applicable law or in conflict with
the Trademark License Agreements.

      5.2 Conformance to Marketing Communications Guidelines. Manager must
conform to the Marketing Communications Guidelines in connection with the
marketing, promotion, advertisement, distribution, lease and sale of any of the
Sprint PCS Products and Services. The Marketing Communications Guidelines in
effect as of the date of this agreement are attached as Exhibit 5.2. Sprint and
Sprint Spectrum may amend the Marketing Communications Guidelines from time to
time in accordance with the terms of the Trademark License Agreements.

      5.3 Joint Marketing With Third Parties.

            (a) Manager may engage in various joint marketing activities (e.g.,
promotions with sports teams and entertainment providers or tournament
sponsorships) with third parties in the Service Area from time to time during
the term of this agreement with respect to the Sprint PCS Products and Services,
except that Manager may engage in the joint marketing activities only if the
joint marketing activities:

                  (i) are conducted in accordance with the terms and conditions
      of the Trademark License Agreements and the Marketing Communications
      Guidelines;

                  (ii) do not violate the terms of this agreement;

                  (iii) are not likely (as determined by Sprint PCS, in its sole
      discretion) to cause confusion between the Brands and any other trademark
      or service mark used in connection with the activities;


                                       11
<PAGE>

                  (iv) are not likely (as determined by Sprint, in its sole
      discretion) to cause confusion between the Sprint Brands and any other
      trademark or service mark used in connection with the activities; and

                  (v) are not likely (as determined by Sprint PCS, in its sole
      discretion) to give rise to the perception that the Sprint PCS Products
      and Services are being advertised, marketed or promoted under any
      trademark or service mark other than the Brands, except as provided in the
      Trademark License Agreements. Manager will not engage in any activity that
      includes co-branding involving use of the Brands (that is, the marketing,
      promotion, advertisement, distribution, lease or sale of any of the Sprint
      PCS Products and Services under the Brands and any other trademark or
      service mark), except as provided in the Trademark License Agreements.

            (b) Manager must provide advance written notice to Sprint PCS
describing any joint marketing activities that may:

                  (i) cause confusion between the Brands and any other trademark
      or service mark used in connection with the proposed activities; or

                  (ii) give rise to the perception that the Sprint PCS Products
      and Services are being advertised, marketed or promoted under any
      trademark or service mark other than the Brands, except as provided in the
      Trademark License Agreements.

            (c) If Sprint PCS fails to provide a response to Manager within 20
days after receiving such notice, then the proposed activities are deemed, as
the case may be:

                  (i) not to create confusion between the Brands and any other
      trademark or service mark; or

                  (ii) not to give rise to the perception that Manager's
      products and services are being advertised, marketed or promoted under any
      trademark or service mark other than the Brands, except as provided in the
      Trademark License Agreements.

      5.4 Prior Approval of Use of Brands. Manager must obtain advance written
approval from Sprint for use of the Sprint Brands to the extent required by the
Sprint Trademark and Service Mark License Agreement and from Sprint PCS for use
of the Sprint PCS Brands to the extent required by the Sprint Spectrum Trademark
and Service Mark License Agreement. Sprint PCS will use commercially reasonable
efforts to facilitate any review of Manager's use of the Brands, if Sprint PCS
is included in the review process.

      5.5 Duration of Use of Brand. Manager is entitled to use the Brands only
during the term of the Trademark License Agreements and any transition period
during which Manager is authorized to use the Brands following the termination
of the Trademark License Agreements.

6. ADVERTISING AND PROMOTION

      6.1 National Advertising and Promotion. Sprint PCS is responsible for (a)
all national advertising and promotion of the Sprint PCS Products and Services,
including the costs and expenses related to national advertising and promotions,
and (b) all advertising and promotion of the Sprint PCS Products and Services in
the markets where Sprint PCS operates without the use of an Other Manager.

      6.2 In-Territory Advertising and Promotion. Manager must advertise and
promote the Sprint PCS Products and Services in the Service Area (and may do so
in the areas adjacent to the Service Area so long as


                                       12
<PAGE>

Manager intends that such advertising or promotion primarily reach potential
customers within the Service Area). Manager must advertise and promote the
Sprint PCS Products and Services in accordance with the terms and conditions of
this agreement, the Trademark License Agreements and the Marketing Communication
Guidelines. Manager is responsible for the costs and expenses incurred by
Manager with respect to Manager's advertising and promotion activities in the
Service Area.

      Manager will be responsible for a portion of the cost of any promotion or
advertising done by third party retailers in the Service Area (e.g., Best Buy)
in accordance with any cooperative advertising arrangements based on per unit
handset sales.

      Sprint PCS has the right to use in any promotion or advertising done by
Sprint PCS any promotion or advertising materials developed by Manager from time
to time with respect to the Sprint PCS Products and Services. Sprint PCS will
reimburse Manager for the reproduction costs related to such use.

      Sprint PCS will make available to Manager the promotion or advertising
materials developed by Sprint PCS from time to time with respect to Sprint PCS
Products and Services in current use by Sprint PCS (e.g., radio ads, television
ads, design of print ads, design of point of sale materials, retail store
concepts and designs, design of collateral). Manager will bear the cost of using
such materials (e.g., cost of local radio and television ad placements, cost of
printing collateral in quantity, and building out and finishing retail stores).

      6.3 Review of Advertising and Promotion Campaigns. Sprint PCS and Manager
will jointly review the upcoming marketing and promotion campaigns of Manager
with respect to Sprint PCS Products and Services (including advertising and
promotion expense budgets) and will use good faith efforts to coordinate
Manager's campaign with Sprint PCS' campaign to maximize the market results of
both parties. Sprint PCS and Manager may engage in cooperative advertising or
promotional activities during the term of this agreement as the parties may
agree in writing.

      6.4 Public Relations. If Manager conducts local public relations efforts,
then Manager must conduct the local public relations efforts consistent with the
Sprint PCS Communications Policies. The Sprint PCS Communications Policies as of
the date of this agreement are attached as Exhibit 6.4. Sprint PCS may modify
the Sprint PCS Communications Policies from time to time by delivering to
Manager a new Exhibit 6.4.

7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS

      7.1 Conformance to Sprint PCS Technical Program Requirements.

            (a) Manager must meet or exceed the Sprint PCS Technical Program
Requirements established by Sprint PCS from time to time for the Sprint PCS
Network. Manager will be deemed to meet the Sprint PCS Technical Program
Requirements if:

                  (i) Manager operates the Service Area Network at a level equal
      to or better than the lower of the Operational Level of Sprint PCS or the
      operational level contemplated by the Sprint PCS Technical Program
      Requirements; or

                  (ii) Sprint PCS is responsible under the Services Agreement to
      ensure the Service Area Network complies with the Sprint PCS Technical
      Program Requirements.

            (b) Manager must demonstrate to Sprint PCS that Manager has complied
with the Sprint PCS Technical Program Requirements prior to connecting the
Service Area Network to the rest of the Sprint PCS Network. Once the Service
Area Network is connected to the Sprint PCS Network, Manager must continue to
comply with the Sprint PCS Technical Program Requirements. Sprint PCS agrees
that the Sprint PCS Technical


                                       13
<PAGE>

Program Requirements adopted for Manager will be the same Sprint PCS Technical
Program Requirements applied by Sprint PCS to the Sprint PCS Network.

      7.2 Establishment of Sprint PCS Technical Program Requirements. Sprint PCS
has delivered to Manager a copy of the current Sprint PCS Technical Program
Requirements, attached as Exhibit 7.2. Sprint PCS drafted the Sprint PCS
Technical Program Requirements to ensure a minimum, base-line level of quality
for the Sprint PCS Network. The Sprint PCS Technical Program Requirements
include standards relating to voice quality, interoperability, consistency
(seamlessness) of coverage, RF design parameters, system design, capacity, and
call blocking ratio. Sprint PCS has selected code division multiple access as
the initial air interface technology for the Sprint PCS Network (subject to
change in accordance with Section 9.1).

      7.3 Handoff to Adjacent Networks. If technically feasible and commercially
reasonable, Manager will operate the Service Area Network in a manner that
permits a seamless handoff of a call initiated on the Service Area Network to
any adjacent PCS network that is part of the Sprint PCS Network, as specified in
the Sprint PCS Technical Program Requirements. Sprint PCS agrees that the terms
and conditions for seamless handoffs adopted for the Service Area Network will
be the same as the terms Sprint PCS applies to the other parts of the Sprint PCS
Network for similar configurations of equipment.

8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS

      8.1 Compliance With Sprint PCS Customer Service Program Requirements.
Manager must comply with the Sprint PCS Customer Service Program Requirements in
providing the Sprint PCS Products and Services to any customer of Manager,
Sprint PCS or any Sprint PCS Related Party. Manager will be deemed to meet the
standards if:

            (a) Manager operates the Service Area Network at a level equal to or
better than the lower of the Operational Level of Sprint PCS or the operational
level contemplated by the Program Requirements; or

            (b) Manager has delegated to Sprint PCS under the Services Agreement
responsibility to ensure the Service Area Network complies with the Sprint PCS
Customer Service Standards.

      Sprint PCS has delivered to Manager a copy of the Sprint PCS Customer
Service Standards, which are attached as Exhibit 8.1.

9. SPRINT PCS PROGRAM REQUIREMENTS

      9.1 Program Requirements Generally. This agreement contains numerous
references to Sprint PCS National and Regional Distribution Program
Requirements, Sprint PCS National Accounts Program Requirements, Sprint PCS
Roaming and Inter Service Area Program Requirements, Sprint PCS Technical
Program Requirements and Sprint PCS Customer Service Program Requirements. This
agreement also provides under Section 3.5.2 for the offering by Sprint PCS of a
voluntary resale product through a program, which program, if adopted, will be a
Program Requirement under this agreement. Sprint PCS may unilaterally amend from
time to time in the manner described in Section 9.2 all Program Requirements
mentioned in this agreement. The most current version of the Program
Requirements mentioned in the first sentence of this Section 9.1 have been
provided to Manager. Manager has reviewed the Program Requirements and adopts
them for application in the Service Area.

      9.2 Amendments to Program Requirements. Sprint PCS may amend any of the
Program Requirements, subject to the following conditions:


                                       14
<PAGE>

            (a) The applicable Program Requirements, as amended, will apply
equally to Manager, Sprint PCS and each Other Manager, except if Manager and
Sprint PCS agree otherwise or if Sprint PCS grants a waiver to Manager. Sprint
PCS may grant waivers to Other Managers without affecting Manager's obligation
to comply with the Program Requirements;

            (b) Each amendment will be reasonably required to fulfill the
purposes set forth in Section 1.2 with respect to uniform and consistent
operations of the Sprint PCS Network and the presentation of Sprint PCS Products
and Services to customers in a uniform and consistent manner;

            (c) Each amendment will otherwise be on terms and conditions that
are commercially reasonable with respect to the construction, operation and
management of the Sprint PCS Network. With respect to any amendment to the
Program Requirements. Sprint PCS will provide for reasonable transition periods
and, where appropriate, may provide for grandfathering provisions for existing
activities by Manager that were permitted under the applicable Program
Requirements before the amendment;

            (d) Sprint PCS must give Manager reasonable, written notice of the
amendment, but in any event the notice will be given at least 30 days prior to
the effective date of the amendment; and

            (e) Manager must implement any changes in the Program Requirements
within a commercially reasonable period of time unless otherwise consented to by
Sprint PCS. Sprint PCS will determine what constitutes a commercially reasonable
period of time taking into consideration relevant business factors, including
the strategic significance of the changes to the Sprint PCS Network, the
relationship of the changes to the yearly marketing cycle, and the financial
demands on and capacity generally of Other Managers. Notwithstanding the
preceding two sentences, Manager will not be required to implement any change in
the Service Area Network or the business of Manager required by an amendment to
a Program Requirement until Sprint PCS has implemented the required changes in
substantially all of that portion of the Sprint PCS Network that Sprint PCS
operates without the use of a manager or affiliate, unless the amendment to the
Program Requirement relates to an obligation regarding the Service Area Network
mandated by law. When necessary for reasons related to new technical standards,
new equipment or strategic reasons, Sprint PCS can require Manager to implement
the changes in the Service Area Network or Manager's business concurrently with
Sprint PCS, in which case Sprint PCS will reimburse Manager for its costs and
expenses if Sprint PCS discontinues the Program Requirement changes prior to
implementation.

      Sprint PCS may grant Manager appropriate waivers and variances from the
requirements of any Program Requirements. Sprint PCS has the right to adopt any
Program Requirements that implement any obligation regarding the Service Area
Network mandated by law.

      Any costs and expenses incurred by Manager in connection with conforming
to any change to the Program Requirements during the term of this agreement are
the responsibility of Manager.

      9.3 Manager's Right to Request Review of Changes. If Sprint PCS announces
a change to a Program Requirement that will:

            (a) cause the Manager to spend an additional amount greater than 5%
of Manager's shareholders equity or capital account plus Manager's long-term
debt (i.e., notes that mature more than one year from the date issued), as
reflected on Manager's books; or

            (b) cause the long term operating expenses of Manager on a per unit
basis using a 10-year time frame to increase by more than 10% on a net present
value basis.

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the change.


                                       15
<PAGE>

      The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding the
change. If after the review and decision by the Vice President or designee,
Manager is still dissatisfied, then Manager may ask that the Chief Officer to
whom the Vice President or designee reports review the matter. If Sprint PCS
still requires Manager to implement the change to the Program Requirement
following the Chief Officer's review, then upon Manager's failure to implement
the change an Event of Termination will be deemed to have occurred under Section
11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may
exercise its rights and remedies under Section 11.6.

      9.4 Sprint PCS' Right to Implement Changes. If Manager requests Sprint PCS
to reconsider a change to a Program Requirement as permitted under Section 9.3
and Sprint PCS decides it will not require Manager to make the change, Sprint
PCS may, but is not required to, implement the change at Sprint PCS' expense, in
which event Manager will be required to operate the Service Area Network, as
changed, but Sprint PCS will be entitled to any revenue derived from the change.

      9.5 Rights of Inspection. Sprint PCS and its authorized agents and
representatives may enter upon the premises of any office or facility operated
by or for Manager at any time, with reasonable advance notice to Manager if
possible, to inspect, monitor and test in a reasonable manner the Service Area
Network, including the facilities, equipment, books and records of Manager, to
ensure that Manager has complied or is in compliance with all covenants and
obligations of Manager under this agreement, including Manager's obligation to
conform to the Program Requirements. The inspection, monitoring and testing may
not disrupt the operations of the office or facility, nor impede Manager's
access to the Service Area Network.

      9.6 Manager's Responsibility to Interface with Sprint PCS. Manager will
use platforms fully capable of interfacing with the Sprint PCS platforms in
operating the Service Area Network and in providing Sprint PCS Products and
Services. Manager will pay the expense of making its platforms fully capable of
interfacing with Sprint PCS, including paying for the following:

                  (i) connectivity;

                  (ii) any changes that Manager requests Sprint PCS to make to
      Sprint PCS systems to interconnect with Manager's systems that Sprint PCS,
      in its sole discretion, agrees to make;

                  (iii) equipment to run Manager's software;

                  (iv) license fees for Managers software; and

                  (v) Manager's upgrades or changes to its platforms.

10. FEES

      10.1 Fees and Payments.

            10.1.1 Fee Based on Collected Revenues. Sprint PCS will pay to
Manager a weekly fee equal to 92 % of Collected Revenues for the week for all
obligations of Manager under this Agreement. The fee will be due on Thursday of
the week following the week for which the fee is calculated.

            10.1.2 Payment of Universal Service Funds. Sprint PCS and Manager
will share any federal and state subsidy funds (e.g., payments by a state of
universal service fund subsidies to Sprint PCS or Manager), if any, received by
Sprint PCS or Manager for customers who reside in the portion of the Service
Area


                                       16
<PAGE>

served by the Service Area Network. Manager is entitled to 92% of' any amount
received by either party and Sprint PCS is entitled to 8% of such amounts.

            10.1.3 Inter Service Area Fees. Sprint PCS will pay to Manager
monthly a fee as set out in the Sprint PCS Roaming and Inter Service Area
Program, for each minute of use that a customer of Sprint PCS or one of the
Other Managers whose NPA-NXX is not assigned to the Service Area Network uses
the Service Area Network. Manager will pay to Sprint PCS a fee, as set out in
the Sprint PCS Roaming and Inter Service Area Program, for each minute of use
that a customer whose NPA-NXX is assigned to the Service Area Network uses a
portion of the Sprint PCS Network other than the Service Area Network. Manager
acknowledges that the manner in which the NPA-NXX is utilized could change,
which will require a modification in the manner in which the inter service area
fees, if any, will be calculated.

            10.1.4 Interconnect Fees. Manager will pay to Sprint PCS (or to
other carriers as appropriate) monthly the interconnect fees, if any, as
provided under Section 1 .4.

            10.1.5 Outbound Roaming Fees. If not otherwise provided under any
Program Requirement:

            (a) Sprint PCS will pay to Manager monthly the amount of Outbound
Roaming fees that Sprint PCS collects for the month from end users whose NPA-NXX
is assigned to the Service Area; and

            (b) Manager will pay to Sprint PCS (or to a clearinghouse or other
carrier as appropriate) the direct cost of providing the capability for the
Outbound Roaming, including any amounts payable to the carrier that handled the
roaming call and the clearinghouse operator.

            10.1.6 Reimbursements. Manager will pay to or reimburse Sprint PCS
for any amounts that Sprint PCS is required to pay to a third party (e.g., a
telecommunications carrier) to the extent Sprint PCS already paid such amount to
Manager under this Section 10.

      10.2 Monthly True Up. Manager will report to Sprint PCS monthly the amount
of Collected Revenues received directly by the Manager (e.g., customer mails
payment to the business address of Manager rather than to the lockbox or a
customer pays a direct sales force representative in cash). Sprint PCS will on a
monthly basis true up the fees and payments due under Section 10.1 against the
actual payments made by Sprint PCS to Manager. Sprint PCS will provide to
Manager a true up report each month showing the true up and the net amount due
from one party to the other, if any. If the weekly payments made to Manager
exceed the actual fees and payments due to Manager, then Manager will remit the
amount of the overpayment to Sprint PCS within 5 Business Days after receiving
the true up report from Sprint PCS. If the weekly payments made to Manager are
less than the actual fees and payments due to Manager, then Sprint PCS will
remit the shortfall to Manager within 5 Business Days after sending the true up
report to Manager.

      If a party disputes any amount on the true up report, the disputing party
must give the other party written notice of the disputed amount and the reason
for the dispute within 90 days after it receives the true up report. The dispute
will be resolved through the dispute resolution process in Section 14. The
parties must continue to pay to the other party any undisputed amounts owed
under this agreement during the dispute resolution process. The dispute of an
item does not stay or diminish a party's other rights and remedies under this
agreement.

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

      Manager will report all taxable property to the appropriate taxing
authority for ad valorem tax purposes. Manager will pay as and when due all
taxes, assessments, liens, encumbrances, levies, and other charges against the


                                       17
<PAGE>

real estate and personal property owned by Manager or used by Manager in
fulfilling its obligations under this agreement.

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

      10.4 Collected Revenues Definition. "Collected Revenues" means actual
payments received by or on behalf of Sprint PCS or Manager for Sprint PCS
Products and Services from others, including the customers, whose NPA-NXX is the
same as that for the portion of the Service Area served by the Service Area
Network. In determining Collected Revenues the following principles will apply.

            (a) The following items will be treated as follows:

                  (i) Collected Revenues do not include revenues from federal
      and state subsidy funds; they are handled separately as noted in Section
      10.1.2;

                  (ii) Collected Revenues do include any amounts received for
      the payment of Inbound Roaming charges and interconnect fees when calls
      are carried on the Service Area Network; and

                  (iii) Collected Revenues do not include any amounts received
      with respect to any changes made by Sprint PCS under Section 9.4.

            (b) The following items are not Collected Revenues; Sprint PCS is
obligated to remit the amounts received with respect to such items, if any, to
Manager, as follows:

                  (i) inter service area payments will be paid as provided under
      Section 10.1.3;

                  (ii) Outbound Roaming and related charges will be paid as
      provided under Section 10.1.5;

                  (iii) proceeds from the sale or lease of subscriber equipment
      and accessories will be paid to Manager, subject to the equipment
      settlement process in Section 4.1.2;

                  (iv) proceeds from sales not in the ordinary course of
      business (e.g., sales of switches, cell sites, computers, vehicles or
      other fixed assets);

                  (v) any amounts collected with respect to sales and use taxes,
      gross receipts taxes, transfer taxes, and similar taxes, administrative
      fees, telecommunications fees, and surcharges for taxes and fees that are
      collected by a carrier for the benefit of a governmental authority,
      subject to Manager's obligation under Section 10.3; and

                  (vi) Manager will be entitled to 100% of all revenues received
      by Sprint PCS with respect to sales of Manager's Products and Services.

            (c) The following items are not Collected Revenues: neither party is
obligated to remit any amounts respecting such items:

                  (i) reasonable adjustments of a customer's account (e.g., if
      Sprint PCS or Manager reduces a customer's bill, then the amount of the
      adjustment is not Collected Revenues); and


                                       18
<PAGE>

                  (ii) amount of bad debt and fraud associated with customers
      whose NPA-NXX is assigned to the Service Area (e.g., if Sprint PCS or
      Manager writes off a customer's bill as a bad debt, there are no Collected
      Revenues on which a fee is due to Manager).

      10.5 Late Payments. Any amount due under this Section 10 that is not paid
by one party to the other party in accordance with the terms of this agreement
will bear interest at the Default Rate beginning (and including) the 3rd day
after the due date until (and including) the date paid.

      10.6 Setoff Right If Failure To Pay Amounts Due. If Manager fails to pay
any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under this
agreement, the Services Agreement, or any other agreement with Sprint PCS or a
Related Party of Sprint PCS, then Sprint PCS may setoff against its payments to
Manager under this Section 10, the following amounts:

            (a) any amount that Manager owes to Sprint PCS or a Related Party of
Sprint PCS, including amounts due under the Services Agreement; and

            (b) any amount that Sprint PCS reasonably estimates will be due to
Sprint PCS for the current month under the Services Agreement (e.g., if under
the Services Agreement customer care calls are billed monthly, Sprint PCS can
deduct from the weekly payment to Manager an amount Sprint PCS reasonably
estimates will be due Sprint PCS on account of such customer care calls under
the Services Agreement).

      On a monthly basis Sprint PCS will true up the estimated amounts deducted
against the actual amounts due Sprint PCS and Sprint PCS' Related Parties. If
the estimated amounts deducted by Sprint PCS exceed the actual amounts due to
Sprint PCS and Sprint PCS' Related Parties, then Sprint PCS will remit the
excess to Manager with the next weekly payment. If the estimated amounts
deducted are less than the actual amounts due to Sprint PCS and its Related
Parties, then Sprint PCS may continue to setoff the payments to Manager against
the amounts due to Sprint PCS and Sprint PCS' Related Parties. This right of
setoff is in addition to any other right that Sprint PCS may have under this
agreement.

11. TERM; TERMINATION; EFFECT OF TERMINATION

      11.1 Initial Term. This agreement commences on the date of execution and,
unless terminated earlier in accordance with the provisions of this Section 11,
continues for a period of 20 years (the "Initial Term").

      11.2 Renewal Terms. Following expiration of the Initial Term, this
agreement will automatically renew for 3 successive 10-year renewal periods (for
a maximum of 50 years including the Initial Term), unless at least 2 years prior
to the commencement of any renewal period either party notifies the other party
in writing that it does not wish to renew this agreement.

            11.2.1 Non-renewal Rights of Manager. If this agreement will
terminate because Sprint PCS gives Manager timely written notice of non-renewal
of this agreement, then Manager may exercise its rights under Section 11.2.1.1
or, if applicable, its rights under Section 11.2.1.2.

                  11.2.1.1 Manager's Put Right. Manager may within 30 days after
the date Sprint PCS gives notice of non-renewal put to Sprint PCS all of the
Operating Assets. Sprint PCS will pay to Manager for the Operating Assets an
amount equal to 80% of the Entire Business Value. The closing of the purchase of
the Operating Assets will occur within 20 days after the later of (a) the
receipt by Sprint PCS of the written notice of determination of the Entire
Business Value provided by the appraisers under Section 11.7 or (b) the receipt
of all materials required to be delivered to Sprint PCS under Section 11.8. Upon
closing the purchase of the Operating Assets this agreement will be deemed
terminated. The exercise of the put, the determination of the Operating


                                       19
<PAGE>

Assets, the representations and warranties made by Manager with respect to the
Operating Assets and the business, and the process for closing the purchase will
be subject to the terms and conditions set forth in Section 11.8.

                  11.2.1.2 Manager's Purchase Right.

                        (a) If Sprint PCS owns 20 MHz or more of PCS spectrum in
            the Service Area under the License on the date this agreement is
            executed, then Manager may within 30 days after the date Sprint PCS
            gives notice of non-renewal declare its intent to purchase the
            Disaggregated License. Subject to receipt of FCC approval of the
            necessary disaggregation and partition, Manager may purchase from
            Sprint PCS the Disaggregated License for an amount equal to the
            greater of (1) the original cost of the License to Sprint PCS (pro
            rated on a pops and spectrum basis) plus the microwave relocation
            costs paid by Sprint PCS or (2) 10% of the Entire Business Value.

                        (b) Upon closing the purchase of the spectrum this
            agreement will be deemed terminated. The closing of the purchase of
            the Disaggregated License will occur within the later of:

                              (1) 20 days after the receipt by Manager of the
                  written notice of determination of the Entire Business Value
                  by the appraisers under Section 11.7; or

                              (2) 10 days after the approval of the sale of the
                  Disaggregated License by the FCC.

                        (c) The exercise of the purchase right, the
            determination of the geographic extent of the Disaggregated License
            coverage, the representations and warranties made by Sprint PCS with
            respect to the Disaggregated License, and the process for closing
            the purchase will be subject to the terms and conditions set forth
            in Section 11.8.

                        (d) After the closing of the purchase Manager will
            allow:

                              (1) subscribers of Sprint PCS to roam on Manager's
                  network; and

                              (2) Sprint PCS to resell Manager's Products and
                  Services.

            Manager will charge Sprint PCS a MFN price in either case.

            11.2.2 Non-renewal Rights of Sprint PCS. If this agreement will
terminate because of any of the following five (5) events, then Sprint PCS may
exercise its rights under Section 11.2.2.1 or, if applicable, its rights under
Section 11.2.2.2:

            (a) Manager gives Sprint PCS timely written notice of non-renewal of
this agreement;

            (b) both parties give timely written notices of non-renewal;

            (c) this agreement expires with neither party giving a written
notice of non-renewal;

            (d) either party elects to terminate this agreement under Section
11.3.4(a); or

            (e) Manager elects to terminate this agreement under Section
11.3.4(b).


                                       20
<PAGE>

                  11.2.2.1 Sprint PCS' Purchase Right. Sprint PCS may purchase
from Manager all of the Operating Assets. Sprint PCS will pay to Manager an
amount equal to 80% of the Entire Business Value. The closing of the purchase of
the Operating Assets will occur within 20 days after the later of (a) the
receipt by Sprint PCS of the written notice of determination of the Entire
Business Value provided by the appraisers under Section 11 .7 or (b) the receipt
of all materials required to be delivered to Sprint PCS under Section 11.8. Upon
closing the purchase of the Operating Assets this agreement will be deemed
terminated. The exercise of the purchase right, the determination of the
Operating Assets, the representations and warranties made by Manager with
respect to the Operating Assets and the business, and the process for closing
the purchase will be subject to the terms and conditions set forth in Section
11.8.

                  11.2.2.2 Sprint PCS' Put Right.

                        (a) Sprint PCS may, subject to receipt of FCC approval,
            put to Manager the Disaggregated License for a purchase price equal
            to the greater of (1) the original cost of the License to Sprint PCS
            (pro rated on a pops and spectrum basis) plus the microwave
            relocation costs paid by Sprint PCS or (2) 10% of the Entire
            Business Value.

                        (b) Upon closing the purchase of the Disaggregated
            License this agreement will be deemed terminated. The closing of the
            purchase of the Disaggregated License will occur within the later
            of:

                              (1) 20 days after the receipt by Sprint PCS of the
                  written notice of determination of the Entire Business Value
                  by the appraisers under Section 11.7; or

                              (2) 10 days after the approval of the sale of the
                  Disaggregated License by the FCC.

                        (c) The exercise of the put, the determination of the
            geographic extent of the Disaggregated License coverage, the
            representations and warranties made by Sprint PCS with respect to
            the Disaggregated License, and the process for closing the purchase
            will be subject to the terms and conditions set forth in Section
            11.8.

                        (d) Manager may, within 10 days after it receives notice
            of Sprint PCS' exercise of its put, advise Sprint PCS of the amount
            of spectrum (not to exceed 10 MHz) it wishes to purchase. After the
            purchase Manager will allow:

                              (1) subscribers of Sprint PCS to roam on Manager's
                  network; and

                              (2) Sprint PCS to resell Manager's Products and
                  Services.

      Manager will charge Sprint PCS a MFN price in either case.

            11.2.3 Extended Term Awaiting FCC Approval. If Manager is buying the
disaggregated License as permitted or required under Sections 11.2.1.2 or
11.2.2.2, then the Term of this agreement will extend beyond the original
expiration date until the closing of the purchase of the disaggregated License.
The parties agree to exercise their respective commercially reasonable efforts
to obtain FCC approval of the transfer of the Disaggregated License.

      11.3 Events of Termination. An "Event of Termination" is deemed to occur
when a party gives written notice to the other party of the Event of Termination
as permitted below:


                                       21
<PAGE>

                  11.3.1 Termination of License.

                              (a) At the election of either party this agreement
                  may be terminated at the time the FCC revokes or fails to
                  renew the License. Unless Manager has the right to terminate
                  this agreement under Section 11.3.1(b), neither party has any
                  claim against the other party if the FCC revokes or fails to
                  renew the License, even if circumstances would otherwise
                  permit one party to terminate this agreement based on a
                  different Event of Termination, except that the parties will
                  have the right to pursue claims against each other as
                  permitted under Section 11.4(b).

                              (b) If the FCC revokes or fails to renew the
                  License because of a breach of this agreement by Sprint PCS,
                  then Manager has the right to terminate this agreement under
                  Section 11.3.3 and not this Section 11.3.1.

            11.3.2 Breach of Agreement; Payment of Money Terms. At the election
of the non-breaching party this agreement may be terminated upon the failure by
the breaching party to pay any amount due under this agreement or any other
agreement between the parties or their respective Related Parties, if the breach
is not cured within 30 days after the breaching party's receipt of written
notice of the nonpayment from the non-breaching party.

            11.3.3 Breach of Agreement; Other Terms. At the election of the
non-breaching party this agreement may be terminated upon the material breach by
the breaching party of any material term contained in this agreement that does
not regard the payment of money, if the breach is not cured within 30 days after
the breaching party's receipt of written notice of the breach from the
non-breaching party, except the cure period will continue for a reasonable
period beyond the 30-day period, but will under no circumstances exceed 180 days
after the breaching party's receipt of written notice of the breach, if it is
unreasonable to cure the breach within the 30-day period, and the breaching
party takes action prior to the end of the 30-day period that is reasonably
likely to cure the breach and continues to diligently take action necessary to
cure the breach.

            11.3.4 Regulatory Considerations.

                        (a) At the election of either party this agreement may
            be terminated if this agreement violates any applicable law in any
            material respect where such violation (i) is classified as a felony
            or (ii) subjects either party to substantial monetary fines or other
            substantial damages, except that before causing any termination the
            parties must use best efforts to modify this agreement, as necessary
            to cause this agreement (as modified) to comply with applicable law
            and to preserve to the extent possible the economic arrangements set
            forth in this agreement.

                        (b) At the election of Manager this agreement may be
            terminated if the regulatory action described under 11.3.4(a) is the
            result of a deemed change of control of the License and the parties
            are unable to agree upon a satisfactory resolution of the matter
            with the regulatory authority without a complete termination of this
            agreement.

            11.3.5 Termination of Trademark License Agreements. If either
Trademark License Agreement terminates under its terms, then:

                        (a) Manager may terminate this agreement if the
            Trademark License Agreement terminated because of a breach of the
            Trademark License Agreement by Sprint PCS or Sprint; and

                        (b) Sprint PCS may terminate this agreement if the
            Trademark License Agreement terminated because of a breach of the
            Trademark License Agreement by Manager.


                                       22
<PAGE>

            11.3.6 Financing Considerations. At the election of Sprint PCS this
agreement may be terminated upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.

            11.3.7 Bankruptcy of a Party. At the election of the non-bankrupt
party, this agreement may be terminated upon the occurrence of a Voluntary
Bankruptcy or an Involuntary Bankruptcy of the other party.

      "Voluntary Bankruptcy" means:

                        (a) the inability of a party generally to pay its debts
            as the debts become due, or an admission in writing by a party of
            its inability to pay its debts generally or a general assignment by
            a party for the benefit of creditors;

                        (b) the filing of any petition or answer by a party
            seeking to adjudicate itself a bankrupt or insolvent, or seeking any
            liquidation, winding up, reorganization, arrangement, adjustment,
            protection, relief, or composition for itself or its debts under any
            law relating to bankruptcy, insolvency or reorganization or relief
            of debtors, or seeking, consenting to, or acquiescing in the entry
            of an order for relief or the appointment of a receiver, trustee,
            custodian or other similar official for itself or for substantially
            all of its property; or

                        (c) any action taken by a party to authorize any of the
            actions set forth above.

      "Involuntary Bankruptcy" means, without the consent or acquiescence of a
party:

                        (a) the entering of an order for relief or approving a
            petition for relief or reorganization;

                        (b) any petition seeking any reorganization,
            arrangement, composition, readjustment, liquidation, dissolution or
            other similar relief under any present or future bankruptcy,
            insolvency or similar statute, law or regulation;

                        (c) the filing of any petition against a party, which
            petition is not dismissed within 90 days; or

                        (d) without the consent or acquiescence of a party, the
            entering of an order appointing a trustee, custodian, receiver or
            liquidator of party or of all or any substantial part of the
            property of the party, which order is not dismissed within 90 days.

      11.4 Effect of an Event of Termination.

            (a) Upon the occurrence of an Event of Termination, the party with
the right to terminate this agreement or to elect the remedy upon the Event of
Termination, as the case may be, may:

                  (i) in the case of an Event of Termination under Sections
      11.3.1(a) or 11.3.7, give the other party written notice that the
      agreement is terminated effective as of the date of the notice, in which
      case neither party will have any other remedy or claim for damages (except
      any claim the non-bankrupt party has against the bankrupt party and any
      claims permitted under Section 11.4(b)); or

                  (ii) in the case of an Event of Termination other than under
      Section 11.3.1(a), give the other party written notice that the party is
      exercising one of its rights, if any, under Section 11.5 or Section 11.6.


                                       23
<PAGE>

            (b) If the party terminates this agreement under Section 11.4(a)(i)
then all rights and obligations of each party under this agreement will
immediately cease, except that:

                  (i) any rights arising out of a breach of any terms of this
      agreement will survive any termination of this agreement;

                  (ii) the provisions described in Section 17.23 will survive
      any termination of this agreement;

                  (iii) the payment obligations under Section 10 will survive
      any termination of this agreement if, and to the extent, any costs or fees
      have accrued or are otherwise due and owing as of the date of termination
      of this agreement from Manager to Sprint PCS or any Sprint PCS Related
      Party or from Sprint PCS to Manager or any Manager Related Party;

                  (iv) either party may terminate this agreement in accordance
      with the terms of this agreement without any liability for any loss or
      damage arising out of or related to such termination, including any loss
      or damage arising out of the exercise by Sprint PCS of its rights under
      Section 11.6.3;

                  (v) Manager will use all commercially reasonable efforts to
      cease immediately all of their respective efforts to market, sell, promote
      or distribute the Sprint PCS Products and Services;

                  (vi) Sprint PCS has the option to buy from Manager any new
      unsold subscriber equipment and accessories, at the prices charged to
      Manager;

                  (vii) the parties will immediately stop making any statements
      or taking any action that might cause third parties to infer that any
      business relationship continues to exist between the parties, and where
      necessary or advisable, the parties will inform third parties that the
      parties no longer have a business relationship; and

                  (viii) if subscriber equipment and accessories are in transit
      when this agreement is terminated. Sprint PCS may, but does not have the
      obligation to, cause the freight carrier to not deliver the subscriber
      equipment and accessories to Manager but rather to deliver the subscriber
      equipment and accessories to Sprint PCS.

            (c) If the party exercises its rights under Section 11.4(a)(ii),
this agreement will continue in full force and effect until otherwise
terminated.

            (d) If this agreement terminates for any reason other than Manager's
purchase of the Disaggregated License, Manager will not, for 3 years after the
date of termination compile, create, or use for the purpose of selling
merchandise or services similar to any Sprint PCS Products and Services, or
sell, transfer or otherwise convey to a third party, a list of customers who
purchased, leased or used any Sprint PCS Products and Services. Manager may use
such a list for its own internal analysis of its business practices and
operations. If this agreement terminates because of Manager's purchase of the
Disaggregated License, then Sprint PCS will transfer to Manager the Sprint PCS
customers with a MIN assigned to the Service Area covered by the Disaggregated
License, but Sprint PCS retains the customers of a national account and any
resellers who have entered into a resale agreement with Sprint PCS. Manager
agrees not to solicit, directly or indirectly, any customers of Sprint PCS not
transferred to Manager under this Section 11.4(d) for 2 years after the
termination of this agreement, except that Manager's advertising through mass
media will not be considered a solicitation of Sprint PCS customers.

      11.5 Manager's Event of Termination Rights and Remedies. In addition to
any other right or remedy that Manager may have under this agreement, the
parties agree that Manager will have the rights and remedies set forth in this
Section 11.5 and that such rights and remedies will survive the termination of
this


                                       24
<PAGE>

agreement. If Manager has a right to terminate this agreement as the result of
the occurrence of an Event of Termination under Sections 11.3.2, 11.3.3, 11.3.5
or 11.3.7 (if Manager is the non-bankrupt party), then Manager has the right to
elect one of the following three (3) remedies, except Manager cannot elect its
remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3.

            11.5.1 Manager's Put Right. Manager may put to Sprint PCS within 30
days after the Event of Termination all of the Operating Assets. Sprint PCS will
pay to Manager an amount equal to 80% of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

                        (a) the receipt by Sprint PCS of the written notice of
            determination of the Entire Business Value by the appraisers under
            Section 11.7; or

                        (b) the receipt of all materials required to be
            delivered to Sprint PCS under Section 11.8.

      Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated. The exercise of the put, the determination of the Operating
Assets, the representations and warranties made by the Manager with respect to
the Operating Assets and the business, and the process for closing the purchase
will be subject to the terms and conditions set forth in Section 11.8.

            11.5.2 Manager's Purchase Right.

                        (a) If Sprint PCS owns 20 MHz or more of PCS spectrum in
            the Service Area under the License on the date this agreement is
            executed, then Manager may, subject to receipt of FCC approval,
            purchase from Sprint PCS the Disaggregated License for the greater
            of (1) the original cost of the License to Sprint PCS (pro rated on
            a pops and spectrum basis) plus the microwave relocation costs paid
            by Sprint PCS or (2) 9% (10% minus a 10% penalty) of the Entire
            Business Value.

                        (b) Upon closing the purchase of the Disaggregated
            License this agreement will be deemed terminated. The closing of the
            purchase of the Disaggregated License will occur within the later
            of:

                              (1) 20 days after the receipt by Manager of the
                  written notice of determination of the Entire Business Value
                  by the appraisers under Section 11.7; or

                              (2) 10 days after the approval of the sale of the
                  Disaggregated License by the FCC.

      The exercise of the purchase right, the determination of the geographic
extent of the Disaggregated License coverage, the representations and warranties
made by Sprint PCS with respect to the Disaggregated License, and the process
for closing the purchase will be subject to the terms and conditions set forth
in Section 11.8.

                        (c) After the closing of the purchase Manager will
            allow:

                              (1) subscribers of Sprint PCS to roam on Manager's
                  network; and

                              (2) Sprint PCS to resell Manager's Product and
                  Services.

      Manager will charge Sprint PCS a MFN price in either case.


                                       25
<PAGE>

            11.5.3 Manager's Action for Damages or Other Relief. Manager, in
accordance with the dispute resolution process in Section 14, may seek damages
or other appropriate relief.

      11.6 Sprint PCS' Event of Termination Rights and Remedies. In addition to
any other right or remedy that Sprint PCS may have under this agreement, the
parties agree that Sprint PCS will have the rights and remedies set forth in
this Section 11.6 and that such rights and remedies will survive the termination
of this agreement. If Sprint PCS has a right to terminate this agreement as the
result of the occurrence of an Event of Termination under Sections 11.3.2,
11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party), then
Sprint PCS has the right to elect one of the following four (4) remedies, except
that (i) if Sprint PCS elects the remedies under Sections 11.6.1, 11.6.2 or
11.6.4, Sprint PCS may pursue its rights under Section 11.6.3 concurrently with
its pursuit of one of the other three remedies, (ii) Sprint PCS cannot elect its
remedies under Sections 11.6.1 or 11.6.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11.3.3 (unless the
Event of Termination is caused by a breach related to the Build-out Plan or the
build-out of the Service Area Network), and (iii) Sprint PCS cannot elect its
remedy under Section 11.6.2 during the first 2 years of the Initial Term with
respect to an Event of Termination under Section 11.3.6.

            11.6.1 Sprint PCS' Purchase Right. Sprint PCS may purchase from
Manager all of the Operating Assets. Sprint PCS will pay to Manager an amount
equal to 72% (80% minus a 10% penalty) of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

                        (a) the receipt by Sprint PCS of the written notice of
            determination of the Entire Business Value by the appraisers
            pursuant to Section 11.7; or

                        (b) the receipt of all materials required to be
            delivered to Sprint PCS under Section 11.8.

      Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated. The exercise of the purchase right, the determination of the
Operating Assets. the representations and warranties made by Manager with
respect to the Operating Assets and the business, and the process for closing
the purchase will be subject to the terms and conditions set forth in Section
11.8.

            11.6.2 Sprint PCS' Put Right.

                        (a) Sprint PCS may, subject to receipt of FCC approval,
            put to Manager the Disaggregated License for a purchase price equal
            to the greater of (1) the original cost of the License to Sprint PCS
            (pro rated on a pops and spectrum basis) plus the microwave
            relocation costs paid by Sprint PCS or (2) 10% of the Entire
            Business Value.

                        (b) Upon closing the purchase of the Disaggregated
            License this agreement will be deemed terminated. The closing of the
            purchase of the Disaggregated License will occur within the later
            of:

                              (1) 20 days after the receipt by Sprint PCS of the
                  written notice of determination of the Entire Business Value
                  by the appraisers under Section 11.7; or

                              (2) 10 days after the approval of the sale of the
                  Disaggregated License by the FCC.

                        (c) The exercise of the put, the determination of the
            geographic extent of the Disaggregated License coverage, the
            representations and warranties made by Sprint PCS with


                                       26
<PAGE>

            respect to the Disaggregated License, and the process for closing
            the purchase will be subject to the terms and conditions set forth
            in Section 11.8.

                        (d) Manager may, within 10 days after it receives notice
            of Sprint PCS' exercise of its put, advise Sprint PCS of the amount
            of spectrum (not to exceed 10 MHz) it wishes to purchase. After the
            closing of the purchase Manager will allow:

                              (1) subscribers of Sprint PCS to roam on Manager's
                  network; and

                              (2) Sprint PCS to resell Manager's Products and
                  Services.

            Manager will charge Sprint PCS a MFN price in either case.

            11.6.3 Sprint PCS' Right to Cause A Cure.

                        (a) Sprint PCS' Right. Sprint PCS may, but is not
            obligated to, take such action as it deems necessary to cure
            Manager's breach of this agreement, including assuming operational
            responsibility for the Service Area Network to complete
            construction. continue operation, complete any necessary repairs,
            implement changes necessary to comply with the Program Requirements
            and terms of this agreement, or take such other steps as are
            appropriate under the circumstances, or Sprint PCS may designate a
            third party or parties to do the same, to assure uninterrupted
            availability and deliverability of Sprint PCS Products and Services
            in the Service Area, or to complete the build-out of the Service
            Area Network in accordance with the terms of this agreement. In the
            event that Sprint PCS elects to exercise its right under this
            Section 11.6.3, Sprint PCS will give Manager written notice of such
            election. Upon giving such notice:

                              (1) Manager will collect and make available at a
                  convenient, central location at its principal place of
                  business, all documents, books, manuals, reports and records
                  related to the Build-out Plan and required to operate and
                  maintain the Service Area Network; and

                              (2) Sprint PCS, its employees, contractors and
                  designated third parties will have the unrestricted right to
                  enter the facilities and offices of Manager for the purpose of
                  curing the breach and, if Sprint PCS deems necessary, operate
                  the Service Area Network.

      Manager agrees to cooperate with and assist Sprint PCS to the extent
requested by Sprint PCS to enable Sprint PCS to exercise its rights under this
Section 11.6.3.

                        (b) Liability. Sprint PCS' exercise of its rights under
            this Section 11.6.3 will not be deemed an assumption by Sprint PCS
            of any liability attributable to Manager or any other party, except
            that, without limiting the provisions of Section 13, during the
            period that Sprint PCS is curing a breach under this agreement or
            operating any portion of the Service Area Network pursuant to this
            Section 11.6.3, Sprint PCS will indemnify and defend Manager and its
            directors, partners, officers, employees and agents from and
            against, and reimburse and pay for, all claims, demands, damages,
            losses, judgments, awards, liabilities, costs and expenses
            (including reasonable attorneys' fees, court costs and other
            expenses of litigation), whether or not arising out of third party
            claims, in connection with any suit, claim, action or other legal
            proceeding relating to the bodily injury, sickness or death of
            persons or the damage to or destruction of property, real or
            personal, resulting from or arising out of Sprint PCS' negligence or
            willful misconduct in curing the breach or in the operation of the
            Service Area Network. Sprint PCS' obligation under this Section
            11.6.3(b) will not apply to the extent of any claims, demands,
            damages, losses,


                                       27
<PAGE>

            judgments, awards, liabilities, costs and expenses resulting from
            the negligence or willful misconduct of Manager or arising from any
            contractual obligation of Manager.

                        (c) Costs and Payments. During the period that Sprint
            PCS is curing a breach or operating the Service Area Network under
            this Section 11.6.3, Sprint PCS and Manager will continue to make
            any and all payments due to the other party and to third parties
            under this agreement, the Services Agreement and any other
            agreements to which such party is bound, except that Sprint PCS may
            deduct from its payments to Manager all reasonable costs and
            expenses incurred by Sprint PCS in connection with the exercise of
            its right under this Section 11.6.3. Sprint PCS' operation of the
            Service Area Network pursuant to this Section 11.6.3 is not a
            substitution for Manager's performance of its obligations under this
            agreement and does not relieve Manager of its other obligations
            under this agreement.

                        (d) Length of Right. Sprint PCS may continue to operate
            the Service Area Network in accordance with Section 11.6.3 until (i)
            Sprint PCS cures all breaches by Manager under this agreement; (ii)
            Manager cures all breaches and demonstrates to Sprint PCS'
            satisfaction that it is financially and operationally willing, ready
            and able to perform in accordance with this agreement and resumes
            such performance; (iii) Sprint PCS consummates the purchase of the
            Operating Assets under Section 11.6.1 or the sale of the
            Disaggregated License under Section 11.6.2; or (iv) Sprint PCS
            terminates this agreement.

                        (e) Not Under Services Agreement. The exercise by Sprint
            PCS of its right under this Section 11.6.3 does not represent
            services rendered under the Services Agreement, and therefore it
            does not allow Manager to be deemed in compliance with the Program
            Requirements under Sections 7.1(a)(ii), 8.1(b).

            11.6.4 Sprint PCS' Action for Damages or Other Relief. Sprint PCS,
in accordance with the dispute resolution process in Section 14, may seek
damages or other appropriate relief.

      11.7 Determination of Entire Business Value.

            11.7.1 Appointment of Appraisers. Sprint PCS and Manager must each
designate an independent appraiser within 30 days after giving the Purchase
Notice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers
to jointly select a third appraiser within 15 days after the day the last of
them is appointed. Each appraiser must be an expert in the valuation of wireless
telecommunications businesses. Sprint PCS and Manager must direct the three
appraisers to each determine, within 45 days after the appointment of the last
appraiser, the Entire Business Value. Sprint PCS and Manager will each bear the
costs of the appraiser appointed by it, and they will share equally the costs of
the third appraiser.

            11.7.2 Manager's Operating Assets. The following assets are included
in the Operating Assets (as defined in the Schedule of Definitions):

                        (a) network assets, including all personal property,
            real property interests in cell sites and switch sites, leasehold
            interests, collocation agreements, easements, and rights-of-way;

                        (b) all of the real, personal, tangible and intangible
            property and contract rights that Manager owns and uses in
            conducting the business of providing the Sprint PCS Products and
            Services, including the goodwill resulting from Manager's customer
            base;

                        (c) sale and distribution assets primarily dedicated
            (i.e., at least 80% of their revenue is derived from the sale of
            Sprint PCS Products and Services) to the sale by Manager


                                       28
<PAGE>

            of Sprint PCS Products and Services. For example, a retail store
            that derives at least 80% of its revenue from the sale of Sprint PCS
            Products and Services is an Operating Asset. A store that derives
            65% of its revenue from Sprint PCS Products and Services is not an
            Operating Asset;

                        (d) customers, if any, that use both the other products
            and services approved under Section 3.2 and the Sprint PCS Products
            and Services;

                        (e) handset inventory;

                        (f) books and records of the wireless business,
            including all engineering drawings and designs and financial
            records; and

                        (g) all contracts used by Manager in operating the
            wireless business including T1 service agreements, service
            contracts, interconnection agreements, distribution agreements,
            software license agreements, equipment maintenance agreements, sales
            agency agreements and contracts with all equipment suppliers.

            11.7.3 Entire Business Value. Utilizing the valuation principles set
forth below and in Section 11.7.4, "Entire Business Value" means the fair market
value of Manager's wireless business in the Service Area, valued on a going
concern basis.

                        (a) The fair market value is based on the price a
            willing buyer would pay a willing seller for the entire on-going
            business.

                        (b) The appraisers will use the then-current customary
            means of valuing a wireless telecommunications business.

                        (c) The business is conducted under the Brands and
            existing agreements between the parties and their respective Related
            Parties.

                        (d) Manager owns the Disaggregated License (in the case
            where Manager will be buying the Disaggregated License under
            Sections 11.2.1.2, 11.2.2.2, 11.5.2 or 11.6.2) or Manager owns the
            spectrum and the frequencies actually used by Manager under this
            agreement (in the case where Sprint PCS will be buying the Operating
            Assets under Sections 11.2.1.1, 11.2.2.1, 11.5.1 or 11.6.1).

                        (e) The valuation will not include any value for the
            business represented by Manager's Products and Services or any
            business not directly related to Sprint PCS Products and Services.

            11.7.4 Calculation of Entire Business Value. The Entire Business
Value to be used to determine the purchase price of the Operating Assets or the
Disaggregated License under this agreement is as follows:

                        (a) If the highest fair market value determined by the
            appraisers is within 10% of the lowest fair market value, then the
            Entire Business Value used to determine the purchase price under
            this agreement will be the arithmetic mean of the three appraised
            fair market values.

                        (b) If two of the fair market values determined by the
            appraisers are within 10% of one another, and the third value is not
            within 10% of the other fair market values, then the


                                       29
<PAGE>

            Entire Business Value used to determine the purchase price under
            this agreement will be the arithmetic mean of the two more closely
            aligned fair market values.

                        (c) If none of the fair market values is within 10% of
            the other two fair market values, then the Entire Business Value
            used to determine the purchase price under this agreement will be
            the middle value of the three fair market values.

      11.8 Closing Terms and Conditions. The closing terms and conditions for
the transactions contemplated in this Section 11 are attached as Exhibit 11.8.

      11.9 Contemporaneous and Identical Application. The parties agree that any
action regarding renewal or non-renewal and any Event of Termination will occur
contemporaneously and identically with respect to all Licenses. For example, if
Manager exercises its purchase right under Section 11.5.2, it must exercise such
right with respect to all of the Licenses under this agreement. The Term of this
agreement will be the same for all Licenses: Manager will not be permitted to
operate a portion of the Service Area Network with fewer than all of the
Licenses.

12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE

      12.1 Books and Records.

            12.1.1 General. Each party must keep and maintain books and records
to support and document any fees, costs, expenses or other charges due in
connection with the provisions set forth in this agreement. The records must be
retained for a period of at least 3 years after the fees, costs, expenses or
other charges to which the records relate have accrued and have been paid, or
such other period as may be required by law.

            12.1.2 Audit. On reasonable advance notice, each party must provide
access to appropriate records to the independent auditors selected by the other
party for purposes of auditing the amount of fees, costs, expenses or other
charges payable in connection with the Service Area with respect to the period
audited. The auditing party will conduct the audit no more frequently than
annually. If the audit shows that Sprint PCS was underpaid then, unless the
amount is contested, Manager will pay to Sprint PCS the amount of the
underpayment within 10 Business Days after Sprint PCS gives Manager written
notice of the determination of the underpayment. If the audit determines that
Sprint PCS was overpaid then, unless the amount is contested, Sprint PCS will
pay to Manager the amount of the overpayment within 10 Business Days after
Sprint PCS determines Sprint PCS was overpaid. The auditing party will pay all
costs and expenses related to the audit unless the amount owed to the audited
party is reduced by more than 10% or the amount owed by the audited party is
increased by more than 10%, in which case the costs and expenses related to the
audit will be paid by the audited party.

      Notwithstanding the above provisions of this Section 12.1.2, rather than
allow Manager's independent auditors access to Sprint PCS' records. Sprint PCS
may provide a report issued in conformity with Statement of Auditing Standard
No. 70 "Reports on the Processing of Transactions by Service Organizations"
("Type II Report" or "Manager Management Report"). Such report will be prepared
by independent auditors and will provide an opinion on the controls placed in
operation and tests of operating effectiveness of those controls in effect at
Sprint PCS over the Manager Management Processes. "Manager Management Processes"
include those services generally provided within the Management Agreement,
primarily billing and collection of Collected Revenues.

            12.1.3 Contesting an Audit. If the party that did not select the
independent auditor does not agree with the findings of the audit, then such
party can contest the findings by providing notice of such disagreement to the
other party (the "Dispute Notice"). The date of delivery of such notice is the
"Dispute Notice


                                       30
<PAGE>

Date." If the parties are unable to resolve the disagreement within 10 Business
Days after the Dispute Notice Date, they will resolve the disagreement in
accordance with the following procedures.

      The two parties and the auditor that conducted the audit will all agree on
an independent certified public accountant with a regional or national
accounting practice in the wireless telecommunications industry (the "Arbiter")
within 15 Business Days after the Dispute Notice Date. If, within 15 Business
Days after the Dispute Notice Date, the three parties fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be selected pursuant to the rules then in effect of the American Arbitration
Association. Each party will submit to the Arbiter within 5 Business Days after
its selection and engagement all information reasonably requested by the Arbiter
to enable the Arbiter to independently resolve the issue that is the subject of
the Dispute Notice. The Arbiter will make its own determination of the amount of
fees, costs, expenses or other charges payable under this agreement with respect
to the period audited. The Arbiter will issue a written report of its
determination in reasonable detail and will deliver a copy of the report to the
parties within 10 Business Days after the Arbiter receives all of the
information reasonably requested. The determination made by the Arbiter will be
final and binding and may be enforced by any court having jurisdiction. The
parties will cooperate fully in assisting the Arbiter and will take such actions
as are necessary to expedite the completion of and to cause the Arbiter to
expedite its assignment.

      If the amount owed by a contesting party is reduced by more than 10% or
the amount owed to a contesting party is increased by more than 10% then the
non-contesting party will pay the costs and expenses of the Arbiter, otherwise
the contesting party will pay the costs and expenses of the Arbiter.

      12.2 Confidential Information.

            (a) Except as specifically authorized by this agreement, each of the
parties must, for the Term and 3 years after the date of termination of this
agreement, keep confidential, not disclose to others and use only for the
purposes authorized in this agreement, all Confidential Information disclosed by
the other party to the party in connection with this agreement, except that the
foregoing obligation will not apply to the extent that any Confidential
Information:

                  (i) is or becomes, after disclosure to a party, publicly known
      by any means other than through unauthorized acts or omissions of the
      party or its agents; or

                  (ii) is disclosed in good faith to a party by a third party
      entitled to make the disclosure.

            (b) Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

                  (i) has been published or is in the public domain, or that
      subsequently comes into the public domain, through no fault of the
      receiving party;

                  (ii) prior to the effective date of this agreement was
      properly within the legitimate possession of the receiving party, or
      subsequent to the effective date of this agreement, is lawfully received
      from a third party having rights to publicly disseminate the Confidential
      Information without any restriction and without notice to the recipient of
      any restriction against its further disclosure;

                  (iii) is independently developed by the receiving party
      through persons or entities who have not had, either directly or
      indirectly, access to or knowledge of the Confidential Information;

                  (iv) is disclosed to a third parry consistent with the terms
      of the written approval of the party originally disclosing the
      information;


                                       31
<PAGE>

                  (v) is required by the receiving party to be produced under
      order of a court of competent jurisdiction or other similar requirements
      of a governmental agency, and the Confidential Information will otherwise
      continue to be Confidential Information required to be held confidential
      for purposes of this agreement;

                  (vi) is required by the receiving party to be disclosed by
      applicable law or a stock exchange or association on which the receiving
      party's securities (or those of its Related Parties) are or may become
      listed; or

                  (vii) is disclosed by the receiving party to a financial
      institution or accredited investor (as that term is defined in Rule 501(a)
      under the Securities Act of 1933) that is considering providing financing
      to the receiving party and which financial institution or accredited
      investor has agreed to keep the Confidential Information confidential in
      accordance with an agreement at least as restrictive as this Section 12.2.

            (c) Notwithstanding the foregoing, Manager and Sprint PCS authorize
each other to disclose to the public in regulatory filings the other's identity
and the Service Area to be developed and managed by Manager, and Manager
authorizes Sprint PCS to mention Manager and the Service Area in public
relations announcements.

            (d) The party making a disclosure under Sections 12.2(b)(v),
12.2(b)(vi) or 12.2(b)(vii) must inform the disclosing party as promptly as is
reasonably necessary to enable the disclosing party to take action to, and use
the party's reasonable best efforts to, limit the disclosure and maintain
confidentiality to the extent practicable.

            (e) Manager will not except when serving in the capacity of Manager
under this agreement, use any Confidential Information of any kind that it
receives under or in connection with this agreement. For example, if Manager
operates a wireless company in a different license area, Manager may not use any
of the Confidential Information received under or in connection with this
agreement in operating the other wireless business.

      12.3 Insurance.

            12.3.1 General. During the term of this agreement, Manager must
obtain and maintain, and will cause any subcontractors to obtain and maintain,
with financially reputable insurers licensed to do business in all jurisdictions
where any work is performed under this agreement and who are reasonably
acceptable to Sprint PCS, the insurance described in the Sprint PCS Insurance
Requirements. The Sprint PCS Insurance Requirements as of the date of this
agreement are attached as Exhibit 12.3. Sprint PCS may modify the Sprint PCS
Insurance Requirements as is commercially reasonable from time to time by
delivering to Manager a new Exhibit 12.3.

            12.3.2 Waiver of Subrogation. Manager must look first to any
insurance in its favor before making any claim against Sprint PCS or Sprint, and
their respective directors, officers, employees, agents or representatives for
recovery resulting from injury to any person (including Manager's or its
subcontractor's employees) or damage to any property arising from any cause,
regardless of negligence. Manager does hereby release and waive to the fullest
extent permitted by law, and will cause its respective insurers to waive, all
rights of recovery by subrogation against Sprint PCS or Sprint, and their
respective directors, officers, employees, agents or representatives.

            12.3.3 Certificates of Insurance. Manager and all of its
subcontractors, if any, must, as a material condition of this agreement and
prior to the commencement of any work under and any renewal of this agreement,
deliver to Sprint PCS a certificate of insurance, satisfactory in form and
content to Sprint PCS, evidencing that the above insurance, including waiver of
subrogation, is in force and will not be canceled or


                                       32
<PAGE>

materially altered without first giving Sprint PCS at least 30 days prior
written notice and that all coverages are primary to any insurance carried by
Sprint PCS, its directors, officers, employees, agents or representatives.

      Nothing contained in this Section 12.3.3 will limit Manager's liability to
Sprint PCS, its directors, officers, employees, agents or representatives to the
limits of insurance certified or carried.

13. INDEMNIFICATION

      13.1 Indemnification by Sprint PCS. Sprint PCS agrees to indemnify, defend
and hold harmless Manager, its directors, managers, officers, employees, agents
and representatives from and against any and all claims, demands, causes of
action, losses, actions, damages, liability and expense, including costs and
reasonable attorneys' fees, against Manager, its directors, managers, officers,
employees, agents and representatives arising from or relating to the violation
by Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by
Sprint PCS' breach of any representation, warranty or covenant contained in this
agreement or any other agreement between Sprint PCS or Sprint PCS' Related
Parties and Manager or Manager's Related Parties except where and to the extent
the claim, demand, cause of action, loss, action, damage, liability and/or
expense results solely from the negligence or willful misconduct of Manager.

      13.2 Indemnification by Manager. Manager agrees to indemnify, defend and
hold harmless Sprint PCS and Sprint, and their respective directors, managers,
officers, employees, agents and representatives from and against any and all
claims, demands, causes of action, losses, actions, damages, liability and
expense, including costs and reasonable attorneys' fees, against Sprint PCS or
Sprint, and their respective directors, managers, officers, employees, agents
and representatives arising from or relating to Manager's violation of any law,
regulation or ordinance applicable to Manager, Manager's breach of any
representation, warranty or covenant contained in this agreement or any other
agreement between Manager or Manager's Related Parties and Sprint PCS and Sprint
PCS' Related Parties, Manager's ownership of the Operating Assets or the
operation of the Service Area Network, or the actions or failure to act of any
of Manager's contractors, subcontractors, agents, directors, managers, officers,
employees and representatives of any of them in the performance of any work
under this agreement, except where and to the extent the claim, demand, cause of
action, loss, action, damage, liability and expense results solely from the
negligence or willful misconduct of Sprint PCS or Sprint, as the case may be.

      13.3 Procedure.

            13.3.1 Notice. Any party being indemnified ("Indemnitee") will give
the party making the indemnification ("Indemnitor") written notice as soon as
practicable but no later than 5 Business Days after the party becomes aware of
the facts, conditions or events that give rise to the claim for indemnification
if:

                        (a) any claim or demand is made or liability is asserted
            against Indemnitee; or

                        (b) any suit, action, or administrative or legal
            proceeding is instituted or commenced in which Indemnitee is
            involved or is named as a defendant either individually or with
            others.

      Failure to give notice as described in this Section 13.3.1 does not modify
the indemnification obligations of this provision, except if Indemnitee is
harmed by failure to provide timely notice to Indemnitor, then Indemnitor does
not have to indemnify Indemnitee for the harm caused by the failure to give the
timely notice.

            13.3.2 Defense by Indemnitor. If within 30 days after giving notice
Indemnitee receives written notice from Indemnitor stating that Indemnitor
disputes or intends to defend against the claim, demand,


                                       33
<PAGE>

liability, suit, action or proceeding, then Indemnitor will have the right to
select counsel of its choice and to dispute or defend against the claim, demand,
liability, suit, action or proceeding, at its expense.

      Indemnitee will fully cooperate with Indemnitor in the dispute or defense
so long as Indemnitor is conducting the dispute or defense diligently and in
good faith. Indemnitor is not permitted to settle the dispute or claim without
the prior written approval of Indemnitee, which approval will not be
unreasonably withheld. Even though Indemnitor selects counsel of its choice,
Indemnitee has the right to retain additional representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

            13.3.3 Defense by Indemnitee. If no notice of intent to dispute or
defend is received by Indemnitee within the 30-day period, or if a diligent and
good faith defense is not being or ceases to be conducted, Indemnitee has the
right to dispute and defend against the claim, demand or other liability at the
sole cost and expense of Indemnitor and to settle the claim, demand or other
liability, and in either event to be indemnified as provided in this Section
13.3.3. Indemnitee is not permitted to settle the dispute or claim without the
prior written approval of Indemnitor, which approval will not be unreasonably
withheld.

            13.3.4 Costs. Indemnitor's indemnity obligation includes reasonable
attorneys' fees, investigation costs, and all other reasonable costs and
expenses incurred by Indemnitee from the first notice that any claim or demand
has been made or may be made, and is not limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable under
applicable workers' compensation acts, disability benefit acts, or other
employee benefit acts.

14. DISPUTE RESOLUTION

      14.1 Negotiation. The parties will attempt in good faith to resolve any
dispute arising out of or relating to this agreement promptly by negotiation
between or among representatives who have authority to settle the controversy.
Either party may escalate any dispute not resolved in the normal course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.

      Within 10 Business Days after delivery of the notice, the appropriate
officers of each party will meet at a mutually acceptable time and place, and
thereafter as often as they deem reasonably necessary, to exchange relevant
information and to attempt to resolve the dispute.

      Either party may elect, by giving written notice to the other party, to
escalate any dispute arising out of or relating to the determination of fees
that is not resolved in the normal course of business or by the audit process
set forth in Sections 12.1.2 and 12.1.3, first to the appropriate financial or
accounting officers to be designated by each party. The designated officers will
meet in the manner described in the preceding paragraph. If the matter has not
been resolved by the designated officers within 30 days after the notifying
party's notice, either party may elect to escalate the dispute to the
appropriate (as determined by the party) officers in accordance with the prior
paragraphs of this Section 14.1.

      14.2 Unable to Resolve. If a dispute has not been resolved within 60 days
after the notifying party's notice, either party may continue to operate under
this agreement and sue the other party for damages or seek other appropriate
remedies as provided in this agreement. If, and only if, this agreement does not
provide a remedy (as in the case of Sections 3.4 and 4.5, where the parties are
supposed to reach an agreement), then either party may give the other party
written notice that it wishes to resolve the dispute or claim arising out of the
parties' inability to agree under such Sections of this agreement by using the
arbitration procedure set forth in this Section 14.2. Such arbitration will
occur in Kansas City, Missouri, unless the parties otherwise mutually agree,
with the precise location being as agreed upon by the parties or, absent such
agreement, at a location in Kansas City, Missouri selected by Sprint PCS. Such
arbitration will be conducted pursuant to the procedures prescribed by the
Missouri Uniform Arbitration Act, as amended from time to time, or, if none,
pursuant to the rules then in effect of the American


                                       34
<PAGE>

Arbitration Association (or at any other place and by any other form of
arbitration mutually acceptable to the parties). Any award rendered in such
arbitration will be confidential and will be final and conclusive upon the
parties, and a judgment on the award may be entered in any court of the forum,
state or federal, having jurisdiction. The expenses of the arbitration will be
borne equally by the parties to the arbitration, except that each party must pay
for and bear the cost of its own experts, evidence, and attorneys' fees.

      The parties must each, within 30 days after either party gives notice to
the other party of the notifying party's desire to resolve a dispute or claim
under the arbitration procedure in this Section 14.2, designate an independent
arbitrator, who is knowledgeable with regard to the wireless telecommunications
industry, to participate in the arbitration hearing. The, two arbitrators thus
selected will select a third independent arbitrator, who is knowledgeable with
regard to the wireless telecommunications industry, who will act as chairperson
of the board of arbitration. If, within 15 days after the day the last of the
two named arbitrators is appointed, the two named arbitrators fail to agree upon
the third, then at the request of either party, the third arbitrator shall be
selected pursuant to the rules then in effect of the American Arbitration
Association. The three independent arbitrators will comprise the board of
arbitration, which will preside over the arbitration hearing and will render all
decisions by majority vote. If either party refuses or neglects to appoint an
independent arbitrator within such 30-day period, the independent arbitrator who
has been appointed as of the 31st day after the notifying party's notice will be
the sole independent arbitrator and will solely preside over the arbitration
hearing. The arbitration hearing will commence no sooner than 30 days after the
date the last arbitrator is appointed and no later than 60 days after such date.
The arbitration hearing will be conducted during normal working hours on
Business Days without interruption or adjournment of more than 2 Business Days
at any one time or 6 Business Days in the aggregate.

      The arbitrators will deliver their decision to the parties in writing
within 10 days after the conclusion of the arbitration hearing. The arbitration
award will be accompanied by findings of fact and a statement of reasons for the
decision. There will be no appeal from the written decision, except as permitted
by applicable law. The arbitration proceedings, the arbitrators' decision, the
arbitration award, and any other aspect, matter, or issue of or relating to the
arbitration are confidential, and disclosure of such confidential information is
an actionable breach of this agreement.

      Notwithstanding any other provision of this agreement, arbitration will
not be required of any issue for which injunctive relief is properly sought by
either party.

      14.3 Attorneys and Intent. If an officer intends to be accompanied at a
meeting by an attorney, the other party's officer will be given at least 3
Business Days prior notice of the intention and may also be accompanied by an
attorney. All negotiations under Section 14.1 are confidential and will be
treated as compromise and settlement negotiations for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.

      14.4 Tolling of Cure Periods. Any cure period under Section 11.3 that is
less than 90 days will be tolled during the pendency of the dispute resolution
process. Any cure period under Section 11.3 that is 90 days or longer will not
be tolled during the pendency of the dispute resolution process.

15. REPRESENTATIONS AND WARRANTIES

      Each party for itself makes the following representations and warranties
to the other party:

      15.1 Due Incorporation or Formation; Authorization of Agreements. The
party is either a corporation, limited liability company, or limited partnership
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Manager is qualified to do business and in
good standing in every jurisdiction in which the Service Area is located. The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.


                                       35
<PAGE>

      15.2 Valid and Binding Obligation. This agreement constitutes the valid
and binding obligation of the party, enforceable in accordance with its terms,
except as may be limited by principles of equity or by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally.

      15.3 No Conflict; No Default. Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination or award of any governmental authority or any arbitrator,
applicable to such party, (b) any term, condition or provision of the articles
of incorporation, certificate of limited partnership, certificate of
organization, bylaws, partnership agreement or limited liability company
agreement (or other governing documents) of such party or of any material
agreement or instrument to which such party is or may be bound or to which any
of its material properties or assets is subject.

      15.4 Litigation. No action, suit, proceeding or investigation is pending
or, to the knowledge of the party, threatened against or affecting the party or
any of its properties, assets or businesses in any court or before or by any
governmental agency that could, if adversely determined, reasonably be expected
to have a material adverse effect on the party's ability to perform its
obligations under this agreement. The party has not received any currently
effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.

16. REGULATORY COMPLIANCE

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

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

      Manager will conduct an audit and physical inspection of its Service Area
Network at the request of Sprint PCS to confirm compliance with Siting
Regulations, and Manager will report the results of the audit and physical
inspection to Sprint PCS in the form requested by Sprint PCS. Manager will bear
the cost of Siting Regulations compliance audits and physical inspections
requested by Sprint PCS.

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

      16.2 FCC Compliance. The parties agree to comply with all applicable FCC
rules governing the License or the Service Area Network and specifically agree
as follows:


                                       36
<PAGE>

            (a) The party billing a customer will advise the customer that
service is provided over spectrum licensed to Sprint PCS. Neither Manager nor
Sprint PCS will represent itself as the legal representative of the other before
the FCC or any other third party, but will cooperate with each other with
respect to FCC matters concerning the License or the Service Area Network.

            (b) Sprint PCS will use commercially reasonable efforts to maintain
the License in accordance with the terms of the License and all applicable laws,
policies and regulations and to comply in all material respects with all other
legal requirements applicable to the operation of the Sprint PCS Network and its
business. Sprint PCS has sole responsibility, except as specifically provided
otherwise in Section 2.2, for keeping the License in full force and effect and
for preparing submissions to the FCC or any other relevant federal, state or
local authority of all reports, applications, interconnection agreements,
renewals, or other filings or documents. Manager must cooperate and coordinate
with Sprint PCS' actions to comply with regulatory requirements, which
cooperation and coordination must include, without limitation, the provision to
Sprint PCS of all information that Sprint PCS deems necessary to comply with the
regulatory requirements. Manager must refrain from taking any action that could
impede Sprint PCS from fulfilling its obligations under the preceding sentence,
and must not take any action that could cause Sprint PCS to forfeit or cancel
the License.

            (c) Sprint PCS and Manager are familiar with Sprint PCS'
responsibility under the Communications Act of 1934, as amended, and applicable
FCC rules. Nothing in this agreement is intended to diminish or restrict Sprint
PCS' obligations as an FCC Licensee and both parties desire that this agreement
and each party's obligations under this agreement be in compliance with the FCC
rules.

            (d) Nothing in this agreement will preclude Sprint PCS from
permitting or facilitating resale of Sprint PCS Products and Services to the
extent required or elected under applicable FCC regulations. Manager will take
the actions necessary to facilitate Sprint PCS' compliance with FCC regulations.
To the extent permitted by applicable regulations, Sprint PCS will not authorize
a reseller that desires to sell services and products in only the Service Area
to resell Sprint PCS wholesale products and services, unless Manager agrees in
advance to such sales.

            (e) If a change in FCC policy or rules makes it necessary to obtain
FCC consent for the implementation, continuation or further effectuation of any
term or provision of this agreement, Sprint PCS will use all commercially
reasonable efforts diligently to prepare, file and prosecute before the FCC all
petitions, waivers, applications, amendments, rule-making comments and other
related documents necessary to secure and/or retain FCC approval of all aspects
of this agreement. Manager will use commercially reasonable efforts to provide
to Sprint PCS any information that Sprint PCS may request from Manager with
respect to any matter involving Sprint PCS, the FCC, the License, the Sprint PCS
Products and Services or any other products and services approved under Section
3.2. Each party will bear its own costs of preparation of the documents and
prosecution of the actions.

            (f) If the FCC determines that this agreement is inconsistent with
the terms and conditions of the License or is otherwise contrary to FCC
policies, rules and regulations, or if regulatory or legislative action
subsequent to the date of this agreement alters the permissibility of this
agreement under the FCC's rules or other applicable law, rules or regulations,
then the parties must use best efforts to modify this agreement as necessary to
cause this agreement (as modified) to comply with the FCC policies, rules,
regulations and applicable law and to preserve to the extent possible the
economic arrangements set forth in this agreement.

            (g) Manager warrants and represents to Sprint PCS that Manager is
and at all times during the Term of this agreement will be in compliance with
FCC rules and regulations regarding limits on classes and amounts of spectrum
that may be owned by Manager. Manager agrees that in the event that Manager is
or at any time becomes in violation of such rules and regulations, Manager will
promptly take all action necessary and appropriate (other than terminating this
agreement) to cure such violation and comply with such rules and regulations,
including without limitation disposing of its direct or indirect interests in
cellular licenses.


                                       37
<PAGE>

      16.3 Marking and Lighting. Manager will conform to applicable FAA
standards when Siting Regulations require marking and lighting of Manager's
Service Area Network cell sites. Manager will cooperate with Sprint PCS in
reporting lighting malfunctions as required by Siting Regulations.

      16.4 Regulatory Notices. Manager will, within 2 Business Days after its
receipt, give Sprint PCS written notice of all oral and written communications
it receives from regulatory authorities (including but not limited to the FCC,
the FAA, state public service commissions, environmental authorities, and
historic preservation authorities) and complaints respecting Manager's
construction, operation, and management of the Service Area Network that could
result in actions affecting the License as well as written notice of the details
respecting such communications and complaints, including a copy of any written
material received in connection with such communications and complaints. Manager
will cooperate with Sprint PCS in responding to such communications and
complaints received by Manager. Sprint PCS has the right to respond to all such
communications and complaints, with counsel and consultants of its own choice.
If Sprint PCS chooses to respond to such communications and complaints, Manager
will not respond to them without the consent of Sprint PCS, and Manager will pay
the costs of Sprint PCS responding to such communications and complaints,
including reasonable attorneys' and consultants' fees, investigation costs, and
all other reasonable costs and expenses incurred by Sprint PCS.

      16.5 Regulatory Policy-Setting Proceedings. Manager will not intervene in
or otherwise participate in a rulemaking, investigation, inquiry, contested
case, or similar regulatory policy setting proceedings before a regulatory
authority concerning the License or construction, operation, and management of
the Service Area Network and the Sprint PCS business operated using the Service
Area Network.

17. GENERAL PROVISIONS

      17.1 Notices. Any notice, payment, demand, or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, or sent by facsimile (with
acknowledgment received and a copy sent by overnight courier), charges prepaid
and addressed as described on the Notice Address Schedule attached to the Master
Signature Page, or to any other address or number as the person or entity may
from time to time specify by written notice to the other parties.

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

      17.2 Construction. This agreement will be construed simply according to
its fair meaning and not strictly for or against either party.

      17.3 Headings. The table of contents, section and other headings contained
in this agreement are for reference purposes only and are not intended to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

      17.4 Further Action. Each party agrees to perform all further acts and
execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes of
this agreement.

      17.5 Counterpart Execution. This agreement will be executed by affixing
the parties' signatures to the Master Signature Page, which Master Signature
Page, and thus this agreement, may be executed in any number of counterparts
with the same effect as if both parties had signed the same document. All
counterparts will be construed together and will constitute one agreement.


                                       38
<PAGE>

      17.6 Specific Performance. Each party agrees with the other party that the
party would be irreparably damaged if any of the provisions of this agreement
were not performed in accordance with their specific terms and that monetary
damages alone would not provide an adequate remedy. Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled, at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and provisions
of this agreement.

      17.7 Entire Agreement; Amendments. The provisions of this agreement, the
Services Agreement and the Trademark License Agreements (including the exhibits
to those agreements) set forth the entire agreement and understanding between
the parties as to the subject matter of this agreement and supersede all prior
agreements, oral or written, and other communications between the parties
relating to the subject matter of this agreement. Except for Sprint PCS' right
to amend the Program Requirements in accordance with Section 9.2 and its right
to unilaterally modify and amend certain other provisions as expressly provided
in this agreement, this agreement may be modified or amended only by a written
amendment signed by persons or entities authorized to bind each party and, with
respect to the sections set forth for Sprint on the Master Signature Page, the
persons or entities authorized to bind Sprint.

      17.8 Limitation on Rights of Others. Except as set forth on the Master
Signature Page for Sprint, nothing in this agreement, whether express or
implied, will be construed to give any person or entity other than the parties
any legal or equitable right, remedy or claim under or in respect of this
agreement.

      17.9 Waivers.

            17.9.1 Waivers--General. The observance of any term of this
agreement may be waived (whether generally or in a particular instance and
either retroactively or prospectively) by the party entitled to enforce the
term, but any waiver is effective only if in a writing signed by the party
against which the waiver is to be asserted. Except as otherwise provided in this
agreement, no failure or delay of either party in exercising any power or right
under this agreement will operate as a waiver of the power or right, nor will
any single or partial exercise of any right or power preclude any other or
further exercise of the right or power or the exercise of any other right or
power.

            17.9.2 Waivers--Manager. Manager is not in breach of any covenant in
this agreement and no Event of Termination will have occurred as a result of the
occurrence of any event, if Manager had delegated to Sprint Spectrum under the
Services Agreement (or any successor to that agreement) responsibility for
taking any action necessary to ensure compliance with the covenant or to prevent
the occurrence of the event.

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

                  (i) any FCC order or any other injunction issued by any
      governmental authority impeding the party's ability to comply with the
      covenant;

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

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


                                       39
<PAGE>

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

      17.10 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

      17.11 Binding Effect. Except as otherwise provided in this agreement, this
agreement is binding upon and inures to the benefit of the parties and their
respective and permitted successors, transferees, and assigns, including any
permitted successor, transferee or assignee of the Service Area Network or of
the License. The parties intend that this agreement bind only the party signing
this agreement and that the agreement is not binding on the Related Parties of a
party unless the agreement expressly provides that Related Parties are bound.

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

      17.13 Severability. The parties intend every provision of this agreement
to be severable. If any provision of this agreement is held to be illegal,
invalid, or unenforceable for any reason, the parties intend that a court
enforce the provision to the maximum extent permissible so as to effect the
intent of the parties (including the enforcement of the remaining provisions).
If necessary to effect the intent of the parties, the parties will negotiate in
good faith to amend this agreement to replace the unenforceable provision with
an enforceable provision that reflects the original intent of the parties.

      17.14 Limitation of Liability. NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT
OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE SUCH DAMAGES OR
LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION
AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY
ANOTHER PARTY TO THIS AGREEMENT.

      17.15 No Assignment; Exceptions.

            17.15.1 General. Neither party will, directly or indirectly, assign
this agreement or any of the party's rights or obligations under this agreement
without the prior written consent of the other party, except as otherwise
specifically provided in this Section 17.15. Sprint PCS may deny its consent to
any assignment or transfer in its sole discretion except as otherwise provided
in this Section 17.15.

      Any attempted assignment of this agreement in violation of this Section
17.15 will be void and of no effect.

      A party may assign this agreement to a Related Party of the party, except
that Manager cannot assign this agreement to a Related Party that is a
significant competitor of Sprint, Sprint PCS or their respective Related Parties
in the telecommunications business. Except as provided in Section 17.15.5, an
assignment does not release the assignor from its obligations under this
agreement unless the other party to this agreement consents in writing in
advance to the assignment and expressly grants a release to the assignor.

      Except as provided in Section 17.15.5. Sprint PCS must not assign this
agreement to any entity that does not also own the License covering the Service
Area directly or indirectly through a Related Party. Manager must not assign
this agreement to any entity (including a Related Party), unless such entity
assumes all rights and obligations under the Services Agreement, the Trademark
License Agreements and any related agreements.


                                       40
<PAGE>

            17.15.2 Assignment Right of Manager to Financial Lender. If Manager
is no longer able to satisfy its financial obligations and other duties, then
Manager has the right to assign its obligations and rights under this agreement
to its Financial Lender, if:

            (a) Manager or Financial Lender provides Sprint PCS at least 10 days
advance written notice of such assignment;

            (b) Financial Lender cures or commits to cure any outstanding
material breach of this agreement by Manager prior to the end of any applicable
cure period. If Financial Lender fails to make a timely cure then Sprint PCS may
exercise its rights under Section 11;

            (c) Financial Lender agrees to serve as an interim trustee for the
obligations and duties of Manager under this agreement for a period not to
exceed 180 days. During this interim period, Financial Lender must identify a
proposed successor to assume the obligations and rights of Manager under this
agreement;

            (d) Financial Lender assumes all of Manager's rights and obligations
under the Services Agreement, the Trademark License Agreements and any related
agreements; and

            (e) Financial Lender provides to Sprint PCS advance written notice
of the proposed successor to Manager that Financial Lender has identified
("Successor Notice"). Sprint PCS may give to Financial Lender written notice of
Sprint PCS' decision whether to consent to such proposed successor within 30
days after Sprint PCS' receipt of the Successor Notice. Sprint PCS may not
unreasonably withhold such consent, except that Sprint PCS is not required to
consent to a proposed successor that:

                  (i) has, in the past, materially breached prior agreements
      with Sprint PCS or its Related Parties;

                  (ii) is a significant competitor of Sprint PCS or its Related
      Parties in the telecommunications business;

                  (iii) does not meet Sprint PCS' reasonable credit criteria;

                  (iv) fails to execute an assignment of all relevant documents
      related to this agreement including the Services Agreement and the
      Trademark License Agreements; or

                  (v) refuses to assume the obligations of Manager under this
      Agreement, the Services Agreement, the Trademark License Agreements and
      any related agreements.

      If Sprint PCS fails to provide a response to Financial Lender within 30
days after receiving the Successor Notice, then the proposed successor is deemed
rejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1 is
deemed acceptable to Sprint PCS.

            17.15.3 Change of Control Rights. If there is a Change of Control of
Manager, then:

            (a) Manager must provide to Sprint PCS advance written notice
detailing relevant and appropriate information about the new ownership interests
effecting the Change of Control of Manager.

            (b) Sprint PCS must provide to Manager written notice of its
decision whether to consent to or reject the proposed Change of Control within
30 days after its receipt of such notice. Sprint PCS may not unreasonably
withhold such consent, except that Sprint PCS is not required to consent to a
Change of Control in which:


                                       41
<PAGE>

                  (i) the final controlling entity or any of its Related Parties
      has in the past materially breached prior agreements with Sprint PCS or
      its Related Parties;

                  (ii) the final controlling entity or any of its Related
      Parties is a significant competitor of Sprint PCS or its Related Parties
      in the telecommunications business;

                  (iii) the final controlling entity does not meet Sprint PCS'
      reasonable credit criteria;

                  (iv) the final controlling entity fails to execute an
      assignment of all relevant documents related to this agreement including
      the Services Agreement and the Trademark License Agreements; or

                  (v) the final controlling entity or its Related Parties refuse
      to assume the obligations of Manager under this agreement.

            (c) In the event that Sprint PCS provides notice that it does not
consent to the Change of Control, Manager is entitled to either:

                  (i) contest such determination pursuant to the dispute
      resolution procedure in Section 14; or

                  (ii) abandon the proposed Change of Control.

            (d) Nothing in this agreement requires Sprint PCS' consent to:

                  (i) a public offering of Manager that does not result in a
      Change of Control (i.e., a shift from one party being in control to no
      party being in control is not a Change of Control); or

                  (ii) a recapitalization or restructuring of the ownership
      interests of Manager that Manager determines is necessary to:

                        (A) facilitate the acquisition of commercial financing
            and lending arrangements that will support Manager's operations and
            efforts to fulfill its obligations under this agreement; and

                        (B) that does not constitute a Change of Control.

               (e) "Change of Control" means a situation where in any one
transaction or series of related transactions occurring during any 365-day
period, the ultimate parent entity of the Manager changes. The ultimate parent
entity is to be determined using the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 rules. A Change of Control does not occur if:

                  (i) a party changes the form of its organization without
      materially changing their ultimate ownership (e.g., converting from a
      limited partnership to a limited liability company); or

                  (ii) one of the owners of the party on the date of this
      agreement or on the date of the closing of Manager's initial equity
      offering for purposes of financing its obligations under this agreement
      ultimately gains control over the party, unless such party is a
      significant competitor of Sprint PCS or Sprint PCS' Related Parties in the
      telecommunications business.

            17.15.4 Right of First Refusal. Notwithstanding any other provision
in this agreement, Manager grants Sprint PCS the right of first refusal
described below. If Manager determines it wishes to sell an


                                       42
<PAGE>

Offered Interest, upon receiving any Offer to purchase an Offered Interest,
Manager agrees to promptly deliver to Sprint PCS an Offer Notice. The Offer
Notice is deemed to constitute an offer to sell to Sprint PCS, on the terms set
forth in the Offer, all but not less than all of the Offered Interest. Sprint
PCS will have a period of 60 days from the date of the Offer Notice to notify
Manager that it agrees to purchase the Offered Interest on such terms. If Sprint
PCS timely agrees in writing to purchase the Offered Interest, the parties will
proceed to consummate such purchase not later than the 180th day after the date
of the Offer Notice. If Sprint PCS does not agree within the 60-day period to
purchase the Offered Interest, Manager will have the right, for a period of 120
days after such 60th day, subject to the restrictions set forth in this Section
17, to sell to the person or entity identified in the Offer Notice all of the
Offered Interest on terms and conditions no less favorable to Manager than those
set forth in the Offer. If Manager fails to sell the Offered Interest to such
person or entity on such terms and conditions within such 120-day period.
Manager will again be subject to the provisions of this Section 17.15.4 with
respect to the Offered Interest.

            17.15.5 Transfer of Sprint PCS Network. Sprint PCS may sell,
transfer or assign the Sprint PCS Network or any of the Licenses, including its
rights and obligations under this agreement, the Services Agreement and any
related agreements, to a third party without Manager's consent so long as the
third party assumes the rights and obligations under this agreement and the
Services Agreement. Manager agrees that Sprint PCS and Sprint PCS' Related
Parties will be released from any and all obligations under and with respect to
any and all such agreements upon such sale, transfer or assignment in accordance
with this Section 17.15.5, without the need for Manager to execute any document
to effect such release.

      17.16 Provision of Services by Sprint Spectrum. As described in the
Recitals, the party or parties to this agreement that own the Licenses are
referred to in this agreement as "Sprint PCS." Sprint Spectrum will provide most
or all of the services required to be provided by Sprint PCS under this
agreement on behalf of Sprint PCS, other than the services to be rendered by
Manager. For example, Sprint Spectrum is the party to the contracts relating to
the national distribution network, the roaming and long distance services, and
the procurement arrangements. Accordingly, Sprint PCS and Manager will deal with
Sprint Spectrum to provide many of the attributes of the Sprint PCS Network.

      17.17 Number Portability. Manager understands that the manner in which
customers are assigned to the Service Area Network could change as telephone
numbers become portable without any relation to the service area in which they
are initially activated. To the extent the relationship between NPA-NXX and the
Service Area changes, Sprint PCS will develop an alternative system to attempt
to assign customers who primarily live and work in the Service Area to the
Service Area. The terms of this agreement will be deemed to be amended to
reflect the new system that Sprint PCS develops.

      17.18 Disclaimer of Agency. Neither party by this agreement makes the
other party a legal representative or agent of the party, nor does either party
have the right to obligate the other party in any manner, except if the other
party expressly permits the obligation by the party or except for provisions in
this agreement expressly authorizing one party to obligate the other.

      17.19 Independent Contractors. The parties do not intend to create any
partnership, joint venture or other profit-sharing arrangement, landlord-tenant
or lessor-lessee relationship, employer-employee relationship, or any other
relationship other than that expressly provided in this agreement. Neither party
to this agreement has any fiduciary duty to the other party.

      17.20 Expense. Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement. The parties
must not allocate any employee cost or other cost to the other party, except as
otherwise provided in the Program Requirements or to the extent the parties
expressly agree in advance to the allocation.


                                       43
<PAGE>

      17.21 General Terms.

            (a) This agreement is to be interpreted in accordance with the
following rules of construction:

                  (i) The definitions in this agreement apply equally to both
      the singular and plural forms of the terms defined unless the context
      otherwise requires;

                  (ii) The words "include," "includes" and "including" are
      deemed to be followed by the phrase "without limitation";

                  (iii) All references in this agreement to Sections and
      Exhibits are references to Sections of, and Exhibits to, this agreement,
      unless otherwise specified; and

                  (iv) All references to any agreement or other instrument or
      statute or regulation are to it as amended and supplemented from time to
      time (and, in the case of a statute or regulation, to any corresponding
      provisions of successor statutes or regulations), unless the context
      otherwise requires.

            (b) Any reference in this agreement to a "day" or number of "days"
(without the explicit qualification of "Business") is a reference to a calendar
day or number of calendar days. If any action or notice is to be taken or given
on or by a particular calendar day, and the calendar day is not a Business Day,
then the action or notice may be taken or given on the next Business Day.

      17.22 Conflicts with Other Agreements. The provisions of this Management
Agreement govern over those of the Services Agreement if the provisions
contained in this agreement conflict with analogous provisions in the Services
Agreement. The provisions of each Trademark License Agreement governs over those
of this agreement if the provisions contained in this agreement conflict with
analogous provisions in a Trademark License Agreement.

      17.23 Survival Upon Termination. The provisions of Sections 10, 11.4,
11.5, 11.6, 12.2, 13, 14, 16 and 17 of this agreement will survive any
termination of this agreement.

      17.24 Announced Transaction. Sprint Enterprises, L.P., TCI Telephony
Services, Inc., Comcast Telephony Services and Cox Telephony Partnership have
executed a Restructuring and Merger Agreement and related agreements that
provide for restructuring the ownership of Sprint Spectrum L.P., SprintCom,
Inc., PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. Upon
consummation of the transactions contemplated by those agreements, Sprint would
control each of the four entities. While Sprint and Sprint PCS anticipate the
proposed transactions will be consummated, there can be no assurances.

      17.25 Additional Terms and Provisions. Certain additional and supplemental
terms and provisions of this agreement, if any, are set forth in the Addendum to
Sprint PCS Management Agreement attached hereto and incorporated herein by this
reference. Manager represents and warrants that the Addendum also describes all
existing contracts and arrangements (written or verbal) that relate to or affect
the rights of Sprint PCS or Sprint under this agreement (e.g., agreements
relating to long distance telephone services (Section 3.4) or backhaul and
transport services (Section 3.7)).

      17.26 Master Signature Page. Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement, which document is incorporated herein
by this reference.


                                       44
<PAGE>

      17.27 Agent Authorization. Because of the close operational relationship
between the parties listed together below, each entity authorizes the other
entity to act on its behalf in every capacity under this agreement: (a)
WirelessCo, L.P. and Sprint Spectrum L.P.; (b) Cox PCS License, L.L.C, and Cox
Communications PCS, L.P.; (c) APC PCS, LLC and American PCS Communications, LLC;
and (d) PhillieCo, L.P. and PhillieCo Partners I, L.P.


                                       45
<PAGE>

                           SPRINT PCS/UBIQUITEL L.L.C.

                              MASTER SIGNATURE PAGE

      This Master Signature Page is dated and effective as of September __, 1998
(the "Effective Date"). This document provides the means by which each of the
undersigned entities executes and becomes a party to and bound by, to the extent
set forth above such party's signature, the Management Agreement, Services
Agreement, Sprint Trademark and Service Mark License Agreement, Sprint Spectrum
Trademark and Service Mark License Agreement, and Addendum I to the Management
Agreement. This document may be executed in one or more counterparts. The Notice
Address Schedule attached to this document sets forth the addresses to which
notices should be sent under the agreements.

               THE MANAGEMENT AGREEMENT AND THE SERVICES AGREEMENT
               CONTAIN BINDING ARBITRATION PROVISIONS THAT MAY BE
                   ENFORCED BY THE PARTIES TO THOSE AGREEMENTS

                              SPRINT SPECTRUM L.P.

      For and in consideration of the covenants contained in the Management
Agreement, Addendum I to the Management Agreement, Services Agreement and Sprint
Spectrum Trademark and Service Mark License Agreement (collectively, the
"Executed Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sprint Spectrum L.P. executes,
becomes a party to, and agrees to be bound by and to perform its obligations
under each of the Executed Agreements as of the Effective Date. The execution by
Sprint Spectrum L.P. of this Master Signature Page has the same force and effect
as if Sprint Spectrum L.P. executed individually each of the Executed
Agreements.

                                          SPRINT SPECTRUM L.P.


                                          By:___________________________________
                                             Bernard A. Bianchino,
                                             Chief Business Development Officer


                                       46
<PAGE>

                       SPRINT COMMUNICATIONS COMPANY, L.P.

      For and in consideration of the covenants contained in the Management
Agreement, Sprint Trademark and Service Mark License Agreement, and Addendum I
to the Management Agreement (collectively, the "Executed Agreements"), and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sprint Communications Company, L.P. executes, becomes a party to,
and agrees to be bound by and to perform its obligations under each of the
Executed Agreements as of the Effective Date; provided, that Sprint
Communications Company, L.P. only agrees to be bound by and perform its
obligations under, and will enjoy the benefits given to it under the Management
Agreement, with respect to only those provisions that expressly apply to Sprint
Communications Company, L.P., including its obligations and benefits under
Sections 2, 3 and 10. The execution by Sprint Communications Company, L.P. of
this Master Signature Page has the same force and effect as if Sprint
Communications Company, L.P. executed individually each of the Executed
Agreements.

                                          SPRINT COMMUNICATIONS COMPANY, L.P.


                                          By:___________________________________
                                             William R. Blessing
                                             Vice President, Wireless


                                UBIQUITEL L.L.C.

      For and in consideration of the covenants contained in the Management
Agreement, Services Agreement, Sprint Trademark and Service Mark License
Agreement, Sprint Spectrum Trademark and Service Mark License Agreement, and
Addendum I to the Management Agreement (collectively, the "Executed
Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, UbiquiTel L.L.C. executes, becomes
a party to, and agrees to be bound by and to perform its obligations under each
of the Executed Agreements as of the Effective Date. The execution by UbiquiTel
L.L.C. of this Master Signature Page has the same force and effect as if
UbiquiTel L.L.C. executed individually each of the Executed Agreements.

                                          UBIQUITEL L.L.C.


                                          By:___________________________________
                                             Name: Mark A. Louison
                                             Title: Manager


                                       47
<PAGE>

                             NOTICE ADDRESS SCHEDULE

      The addresses to which notice is to be sent pursuant to Section 17.1 of
the Management Agreement, Section 9.1 of the Services Agreement, Section 15.1 of
the Sprint Trademark and Service Mark License Agreement, or Section 15.1 of the
Sprint Spectrum Trademark and Service Mark License Agreement are as follows:

SPRINT SPECTRUM L.P.

4900 Main, 12th Floor               with a copy to:  4900 Main, 12th Floor
Kansas City, Missouri 64112                          Kansas City, Missouri 64112
Telephone: (816) 559-1000                            Telephone:  (816) 559-1000
Telecopier: (816) 559-1290                           Telecopier: (816) 559-2591
Attention: Chief Executive Officer                   Attention:  General Counsel

SPRINT COMMUNICATIONS COMPANY, L.P. (and notices regarding the Sprint Brands)

c/o Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Telephone: 913-624-3326
Telecopier: 913-624-8233
Attention: Corporate Secretary
Mail Stop: KSWESA0110

UBIQUITEL L.L.C.

120 Lakeside Avenue, Suite 310
Seattle, Washington 98122
Telephone: (206) 860-2770
Telecopier:    (206) 328-0815
Attention: ________________


                                       48
<PAGE>

                                   ADDENDUM I
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

Manager:              UbiquiTel L.L.C.

Service Area:         Reno, NV BTA (#372)
                      Sacramento, CA BTA (#389)

      This Addendum contains certain additional and supplemental terms and
provision of that certain Sprint PCS Management Agreement (the "Management
Agreement") entered into contemporaneously with and by the same parties as this
Addendum. The terms and provisions of the Addendum control, supersede and amend
any conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

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

      The Management Agreement is modified as follows:

18.   Seamlessness. The following sentence is added to the end of Section 1.5:

                  Notwithstanding the foregoing, if Manager is in compliance
                  with Section 7, Manager shall not be required to make any
                  technical changes or incur expenses to compensate for the
                  failure of any entity operating a network adjacent to the
                  Service Area Network (whether such entity is Sprint PCS or an
                  Other Manager) to comply with the requirements of Section 7.

19.   New Area Build-out. Section 2.5 of the Management Agreement is deleted in
      its entirety and the following Section is substituted in its place:

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

                        If Manager decides to build-out the New Area then
                  Manager and Sprint PCS will diligently negotiate and execute
                  an amendment to the Build-out Plan and proceed as set forth in
                  Sections 2.1 and 2.2. The amended Build-out Plan will contain
                  critical milestones that provide Manager a commercially
                  reasonable period in which to implement

<PAGE>

                  coverage in the New Area. In determining what constitutes a
                  "commercially reasonable period" as used in this paragraph,
                  the parties will consider several factors, including local
                  zoning processes and other legal requirements, weather
                  conditions, equipment delivery schedules, the need to arrange
                  additional financing, and other construction already in
                  progress by the Manager. Manager will construct and operate
                  the network in the New Area in accordance with the terms of
                  this agreement.

                        If Manager declines to exercise its right of first
                  refusal or Manager fails to build-out the New Area in
                  accordance with the amended Build-out Plan then Sprint PCS may
                  construct the New Area itself or allow a Sprint PCS Related
                  Party or an Other Manager to construct the New Area. Sprint
                  PCS has the right, in a New Area that it constructs or that is
                  constructed by a third party, to manage the network, allow a
                  Sprint PCS Related Party to manage the network, or hire an
                  Other Manager to operate the Network in the New Area. Any New
                  Area that Sprint PCS or a third party builds-out is deemed
                  removed from the Service Area and the Service Area Exhibit is
                  deemed amended to reflect the change in the Service Area. If
                  Manager does not exercise its right of first refusal with
                  respect to a New Area, Manager's right of first refusal does
                  not terminate with respect to the remainder of the Service
                  Area.

      The Schedule of Definitions is amended by deleting the definition of "New
Coverage" in its entirety and the following definition is added:

                  "New Area(s)" means those portions of the Service Area not
                  covered by the then-existing Build-out Plan that Sprint PCS or
                  Manager decides should be built-out.

20.   Microwave Relocation Costs. The last sentence of Section 2.7 is deleted
      and the following sentences are substituted in its place:

                  The parties will share equally all costs associated with
                  clearing sufficient spectrum to operate the Service Area
                  Network. If, in the process of clearing sufficient spectrum,
                  Sprint PCS relocates microwave paths on adjacent spectrum, the
                  cost of clearing the entire range of spectrum will be shared
                  equally.

21.   Use of Private Label. The exception language in Section 5.1(c) is amended
      to read as follows:

                  except (i) for sales to resellers required under this
                  agreement, (ii) for sales of Manager's Products and Services,
                  as permitted by Section 3.2 and (iii) for sales of Sprint PCS
                  Products and Services, as permitted under the Trademark
                  License Agreement.


                                       2
<PAGE>

22.   Resale Program Requirements. The Schedule of Definitions is amended to
      include the following definition:

                  "Sprint PCS Resale Program Requirements" means the standards
                  established by Sprint PCS, in accordance with Section 3.5.2 of
                  the Management Agreement, as amended from time to time, for
                  the resale of Sprint PCS Products and Services by third
                  parties.

23.   Time Periods for Right of First Refusal. In Section 17.15.4, the
      references to "60 days" throughout Section 17.15.4 are amended to read "30
      days."

24.   Financing Considerations. Amend Section 11.3.6 to insert the words "or
      Manager" after "Sprint PCS" and before "this" so that it reads:

                  "11.3.6 Financing Considerations. At the election of Sprint
                  PCS or Manager this agreement may be terminated upon the
                  failure of Manager to obtain the financing described in
                  Exhibit 1.7 by the deadline(s) set forth on such Exhibits"

25.   Effect of an Event of Termination. Amend Section 11.4 (a) to add a new
      subsection (iii) as follows:

                  "(iii) in the case of an Event of Termination under Section
                  11.3.6, give the other party written notice that the agreement
                  is terminated effective as of the data of the notice, in which
                  case all rights and obligations of each party under this
                  agreement will immediately cease and neither party will have
                  any remedy or claim for damages."


                                       3
<PAGE>

                                   ADDENDUM II
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT
                          Dated as of December _, 1999

Manager:                     Ubiquitel Holdings, Inc.

Service Area:
        California           Chico                                   BTA No.  79
                             Eureka                                  BTA No. 134
                             Redding                                 BTA No. 371
                             Sacramento (partial)*                   BTA No. 389
                             Yuba City (partial)*                    BTA No. 485
        Nevada               Las Vegas (partial)*                    BTA No. 245
                             Reno                                    BTA No. 372
        Utah                 Logan                                   BTA No. 258
                             Provo-Orem (partial)*                   BTA No. 365
                             St. George                              BTA No. 392
                             Salt Lake City-Ogden (partial)*         BTA No. 399
        Idaho                Boise-Nampa                             BTA No.  50
                             Idaho Falls                             BTA No. 202
                             Lewiston-Moscow                         BTA No. 250
                             Pocatello                               BTA No. 353
                             Twin Falls                              BTA No. 451
        Washington           Spokane                                 BTA No. 425
        Montana              Billings                                BTA No.  41
                             Bozeman                                 BTA No.  53
                             Butte                                   BTA No.  64
                             Great Falls                             BTA No. 171
                             Helena                                  BTA No. 188
                             Kalispell                               BTA No. 224
                             Missoula                                BTA No. 300
        So. Ind.--KY         Anderson (partial)*, IN                 BTA No.  15
                             Bloomington-Bedford, IN                 BTA No.  47
                             Bowling Green, KY                       BTA No.  52
                             Cincinnati (partial)*, OH               BTA No.  81
                             Clarksville, KY                         BTA No.  83
                             Columbus, IN                            BTA No.  93
                             Evansville, IN                          BTA No. 135
                             Indianapolis (partial)*, IN             BTA No. 204
                             Louisville (partial)*, KY               BTA No. 263
                             Madisonville, KY                        BTA No. 273
                             Owensboro, KY                           BTA No. 338
                             Paducah, KY                             BTA No. 339
                             Richmond, IN                            BTA No. 373
                             Terre Haute, IN                         BTA No. 442
                             Vincennes-Washington, IN                BTA No. 457

(*partial portions of BTAs are described in detail in Exhibit 2.1 attached
herketo)

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

      This Addendum II, dated as of December --, 1999, contains certain
additional and supplemental terms and provisions to that certain Sprint PCS
Management Agreement entered into as of October 15, 1998, as amended by that
certain Addendum I to Sprint PCS Management Agreement ("Addendum I") (such
agreement, as amended being the "Management Agreement").

      The terms and provisions of this Addendum II control, supersede and amend
any conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

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

1.    Expansion of Service Area. Sprint PCS and Manager agree that Manager will
      develop the BTAs set forth above in addition to the prior committed build
      out of Manager in the Sacramento and Reno BTAs (the combined new areas
      being called the "New Service Area" and the prior committed build out
      being called the "Original Service Area"). Manager and Sprint PCS agree
      that, subject to certain financing conditions as set forth below in
      Section 2 of this Addendum II, the Service Area is expanded to include
      all, but not less than all, of the New Service Area.

2.    Financing.

      (a) The word "and" is inserted between the words "thereto" and "before" in
the last sentence of Section 1.7.

      (b) The following paragraph is added at the end of Section 1.7:

                  Sprint PCS agrees to propose modifications to the Management
            Agreement, and perhaps to the Schedule of Definitions, the Services
            Agreement, the Sprint Trademark and Service Mark License Agreement,
            and the Sprint Spectrum Trademark and Service Mark License
            Agreement, that will enhance Manager's ability to obtain financing
            for the Service Area Network. Sprint PCS will not be required to
            offer the Manager subsequent modifications offered or agreed to with
            Other Managers subsequent to the initial set of modifications.

      (c) A revised and amended Exhibit 1.7, in the form attached to this
Addendum, is approved by Sprint PCS and Manager and is expressly made a part of
the Management Agreement.

      (d) The parties agree that the Manager's closing of the financing
described in amended Exhibit 1.7 (the "New Service Area Financing") by April 15,
2000 (the "Financing Date") is a material term of this Addendum II to the
Management Agreement and that upon Manager's failure to obtain the New Service
Area Financing by the Financing Date Sprint PCS may declare Manager to be in
breach of the Management Agreement pursuant to Section 11.3.6 thereof; provided,
however, that if, as of the Financing Date, Manager has financing sufficient to
complete the build-out of the Original Service Area, Sprint PCS may not use such
breach as a basis to terminate the Management Agreement with respect to the
Original Service Area. The parties further agree that, except for any
modification to the Service Area, the terms of this Addendum II will survive any
termination with respect to the New Service Area.

3.    Build-out Plan. A revised and amended Build-out Plan is incorporated into
      Exhibit 2.1, in the form attached to this Addendum, and such revised and
      amended Build-out Plan is approved by Sprint PCS and

**** Confidential portions omitted and filed separately with the Commission


<PAGE>

      Manager and is expressly made a part of the Management Agreement. If the
      Management Agreement is terminated with respect to the New Service Area,
      the original Exhibit 2.1 will be effective.

4.    Purchase of Assets. The purchase of certain assets (the "Assets") from
      Sprint PCS by Manager is provided for under and pursuant to the terms of
      the Asset Purchase Agreement attached as Exhibit A (also shown as Exhibit
      2.6 to Management Agreement) and incorporated herein by this reference
      (the "Asset Purchase Agreement"). The Assets are listed on Exhibit A to
      the Asset Purchase Agreement. The parties recognize and acknowledge that a
      due diligence investigation will be undertaken and completed by Manager as
      provided for under the terms of the Asset Purchase Agreement prior to its
      determination of whether to make the asset purchase contemplated under
      such Asset Purchase Agreement. If manager does not purchase the Assets
      pursuant to the terms of the Asset Purchase Agreement, then the BTAs in
      which those Assets that are not transferred are located will be excluded
      from the New Service Area. Manager shall be responsible for obtaining any
      required consents and releases of the various landlords for any leases
      acquired or assumed by Manager in connection with the purchase of the
      Assets. The purchase price for the Assets is set forth in the Asset
      Purchase Agreement.

5.    Subscribers. For the right to manage operations in the Service Area, which
      includes providing Sprint PCS Services to current Sprint PCS Subscribers,
      Manager agrees to pay to Sprint PCS the amount equal to **** for the
      Subscribers with an NPA-NXX in the Spokane BTA as of the Financing Date
      (the "Spokane Subscribers"). For each Subscriber with an NPA-NXX in the
      Service Area and not located in the Spokane BTA as of the Financing Date
      (the "Additional Subscribers"), Manager shall pay to Sprint PCS the sum of
      ****. Manager will pay for both the Spokane Subscribers and the Additional
      Subscribers on or before the Financing Date.

      For purposes of this paragraph, "Subscriber" means any subscriber to
Sprint PCS service who satisfies all of the following tests: (i) such subscriber
has a NPA-NXX within the Manager's Service Area; (ii) such subscriber is
"active" (as defined below) in the Sprint PCS P2K billing system; (iii) such
subscriber is properly in the "current", "1-30 days past due" or "31-60 days
past due" category in the Sprint PCS accounts receivable management system; (iv)
such subscriber's use is not on a demonstration or test basis; and (v) such
subscriber's use is not pursuant to or under a Sprint PCS employee pricing plan
(other than the Sprint Employee Advantage Plans). For purposes of this paragraph
"active" means not disconnected or canceled.

      For each Subscriber who receives Sprint PCS Products and Services using a
Sprint PCS handset which is under warranty at the time of transfer each such
handset shall be subject to the underlying handset purchase agreement and
warranties of Sprint PCS insofar as provided for in such agreements. From and
after April 15, 2000, the cost and risk of loss from defective handsets and
warranty exchanges for any subscribers shall be borne by Manager.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

6.    Sprint Spectrum Employees. Manager will exercise commercially reasonable
      efforts to hire all Sprint Spectrum employees working in the Spokane BTA.

7.    Fixed Wireless Local Loop. As of the date of this Addendum II, there are
      limited geographic areas within the New Service Area and the Original
      Service Area in which Sprint PCS or a Related Party of Sprint PCS owns a
      priority local exchange carrier. In the geographic areas where Sprint PCS
      or its Related Party owns a local exchange carrier, Manager's planned
      coverage completely overlaps the portion of the local exchange carrier's
      territory in Manager's Service Area.

8.    Build out of Spokane MTA. Manager's obligation to complete the network
      build-out in the Spokane MTA in a manner sufficient to comply with the
      10-year minimum pops coverage requirement under the Sprint PCS license for
      such MTA, as required by the FCC, is a material term of the Management
      Agreement.

9.    Expedite Fees. If Sprint PCS and Manager agree to pay additional fees to a
      third party for any efforts associated with expediting completion of any
      portion of Manager's Build out Plan or Switch Integration to meet a
      Network Ready Date (the "NRD") including, but not limited to, payment of
      expedited fees for microwave relocation, and the NRD is later extended due
      to Manager action or lack of action, then Manager will have full
      responsibility for the payment of such fees.

10.   Long-Distance Pricing.

      (a)   The first sentence of Section 3.4 is deleted in its entirety and
            replaced by the following language:

            Manager must purchase long-distance telephony services from Sprint
            through Sprint PCS both (i) to provide long-distance telephony
            service to users of the Sprint PCS Network and (ii) to connect the
            Service Area Network with the national platforms used by Sprint PCS
            to provide services to Manager under the agreement and/or the
            Services Agreement. Sprint will bill Sprint PCS for such services
            rendered to Sprint PCS, Manager and all Other Managers, and in turn,
            Sprint PCS will bill Manager for the services used by Manager.
            Manager will be charged the same price for such long-distance
            service as Sprint PCS is charged by Sprint (excluding interservice
            area long-distance travel rates) plus an additional administrative
            fee to cover Sprint PCS' processing costs.

      (b)   The following sentence is added as a second paragraph in Section
            3.4:

            "Manager may not resell the long-distance telephony services
            acquired from Sprint under this Section 3.4."

11.   Voluntary Resale of Products and Services. Section 3.5.2 is modified by
      amending the second sentence of the second paragraph in its entirety to
      read as follows:

            "If Manager wants handsets of subscribers of resellers with NPA-NXXs
            of Manager to be activated, Manager must agree to comply with the
            terms of the program, including its pricing provisions."

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

12.   Right of Last Offer. Section 3.7 is modified by adding the following
      language: "(other than backhaul services relating to national platform and
      IT application connections, which Manager must purchase from Sprint)" both
      between (i) "Service Area Network" and "if Manager decides to use" in the
      first sentence of the first paragraph and (ii) "for these services" and
      "and the agreement was not made" in the first sentence of the second
      paragraph.

13.   Non-termination of Agreement. The following language is added at the end
      of Section 11.5.3 and Section 11.6.4: "but such action does not terminate
      this agreement."

14.   Announced Transactions. Section 17.24 is deleted in its entirety.

15.   Additional Terms and Provisions. The phrase "the Addendum also describes"
      is deleted from the second sentence of Section 17.25, and the following
      language is inserted at the end of that second sentence: "are described on
      Exhibit 17.25, and photocopies of any such written agreements have been
      delivered to Sprint PCS".

16.   Federal Contractor Compliance. A new Section 17.28, the text of which is
      attached as Exhibit B, is added and incorporated by this reference.

17.   Year 2000 Compliance. The following Section 17.29 is added:

                  17.29 Year 2000 Compliance. Sprint PCS and Manager each
            separately represents and warrants that any system or equipment
            acquired, operated or designated by it for use in the Service Area
            Network or for use to support the Service Area Network, including
            (without limitation) billing, ordering and customer service systems,
            will be capable of correctly processing and receiving date data, as
            well as properly exchanging date data with all products (for
            example, hardware, software and firmware) with which the Service
            Area Network is designed to be used, and will not malfunction or
            fail to function due to an inability to process correctly date data
            in conformance with Sprint PCS requirements for "Year 2000
            Compliance." If the Service Area Network or any system used to
            support the Service Area Network fails to operate as warranted due
            to defects or failures in any system or equipment selected by
            Manager (including systems or equipment of third party vendors and
            subcontractors selected by Manager rather than by Sprint PCS)
            Manager will, at its own expense, make the repairs, replacements or
            upgrades necessary to correct the failure and provide a Year 2000
            Compliant Service Area Network. If the Service Area Network or any
            system used to support the Service Area Network fails to operate as
            warranted due to defects or failures in any systems or equipment
            selected by Sprint PCS (including systems or equipment of third
            party vendors and subcontractors that Sprint PCS selects and
            requires Manager to use), Sprint PCS will, at its own expense, make
            the repairs, replacements or upgrades necessary to correct the
            failure and provide a Year 2000 Compliant Service Area Network.

                  "Year 2000 Compliance" means the functions, calculations, and
            other computing processes of the Service Area Network (collectively
            "Processes") that perform and otherwise process, date-arithmetic,
            display, print or pass

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

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

18.   Designation of Selected Services. For the period from January 1,2000 until
      the earlier of a) such time as Manger has its Reno switch in place and
      operational or b) May 31, 2000 (the "Interim Switching Period"), Manager
      will designate its Selected Services under Option 1, "Sprint PCS
      Provided," and will be charged a price of **** for utilization of the
      Sprint PCS Sacramento switch (the **** switching fee assumes deployment of
      up to 14 cell sites in the Grass Valley/Auburn area during the Interim
      Switching Period). At the point when Manager transfers Manager's cell
      sites to Manager's own switch, Manager will change to the Selected
      Services Option 2, "Sprint PCS Provided but Manager Provides Switching."
      If Manager has need to stay on the Sprint PCS Sacramento switch after May
      31, 2000, the **** switching rate will be re-calculated at that time.
      Manager is responsible for all transition costs of converting backhaul
      connections from Manager's cell sites to the Sprint PCS Sacramento switch
      to Manager's switch, including any charges for hardware, leased lines,
      installation, termination of existing circuits, etc.

19.   Payment of Fees Under Services Agreement. The second sentence of Section
      3.1 of the Services Agreement is deleted in its entirety and replaced by
      the following two sentences:

            Except with respect to fees paid for billing-related services, the
            monthly charge for any fees based on the number of subscribers of
            the Service Area Network will be determined based on the number of
            subscribers as of the 15th day of the month for which the charge is
            being calculated. With respect to fees paid for billing-related
            services, the monthly charge for any fees based on the number of
            subscribers will be based on the number of gross activations in the
            month for which the charge is being calculated plus the number of
            subscribers of the Service Area Network on the last day of the prior
            calendar month.

20.   Deleted Sections. Paragraphs 1, 4, and 6 of Addendum I are stricken in
      their entirety.

21.   Use of Loan Proceeds. Sprint PCS is entering into that certain Consent and
      Agreement effective as of the date it is executed, by and between Sprint
      Spectrum L.P., Sprint Communications Company, L.P., WirelessCo, L.P. and
      Banque Paribas as administrative agent (together with any successors
      thereof in accordance with that certain Credit Agreement to be entered
      into among Manager, and Administrative Agent) (which Consent and
      Agreement, as amended and modified from time to time, is referred to as
      the "Consent and Agreement"), to enable Manager to obtain loans from the
      Lenders (as defined in the Consent and Agreement, the "Lenders"). Manager
      agrees that notwithstanding the permitted uses of the proceeds from the
      loans made to Manager to which the Consent and Agreement relates or from
      any other loan or extension of credit to which the Consent and Agreement
      relates, Manager will not use the proceeds from any such loan or extension
      of credit for any purpose other than to construct and operate the wireless
      service

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

      within the Service Area (as may be amended from time to time) as
      contemplated under the Management Agreement.

22.   Notices. Manager agrees to promptly give Sprint PCS a copy of any notice
      Manager receives from any Agent or any Lender, and a copy of any notice
      Manager gives to any Agent or any Lender. Sprint PCS agrees to promptly
      give Manager a copy of any notice Sprint PCS receives from the
      Administrative Agent or any Lender and a copy of any notice that Sprint
      PCS gives to the Administrative Agent or any Lender.

23.   No Default Under Management Agreement. Manager warrants and represents
      that as of the date hereof, no Default or Event of Default under the
      Management Agreement or any documents or instruments related thereto has
      occurred.

      IN WITNESS WHEREOF, the parties hereto have caused this Addendum II to be
executed as of the date first above written.

                                       UbiquiTel Holdings, Inc.


                                       By:______________________________________
                                       Name:
                                       Title:


                                       WirelessCo, L.P.


                                       By:______________________________________
                                       Bernard A. Bianchino
                                       Chief Business Development Officer


                                       Sprint Spectrum L.P.


                                       By:______________________________________
                                       Bernard A. Bianchino
                                       Chief Business Development Officer


                                       Cox Communications PCS, L.P.


                                       By:______________________________________
                                       Bernard A. Bianchino
                                       Chief Business Development Officer


                                       Cox PCS License, L.L.C.


                                       By:______________________________________
                                       Bernard A. Bianchino
                                       Chief Business Development Officer


                                       Sprint Communications Company, L.P.


                                       By:______________________________________
                                       Name:
                                       Title:

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

                                    Exhibit B

Section 17.28. Federal Contractor Compliance.

            (1) The Manager will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or national
origin. The Manager will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to
their race, color, religion, sex, or national origin. Such action shall include,
but not be limited to the following: Employment, upgrading, demotion, or
transfer; recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including
apprenticeship. The Manager agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth
the provisions of this nondiscrimination clause.

            (2) The Manager will, in all solicitations or advertisements for
employees placed by or on behalf of the Manager, state that all qualified
applicants will receive considerations for employment without regard to race,
color, religion, sex, or national origin.

            (3) The Manager will send to each labor union or representative of
workers with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Manager's commitments under this section, and shall post
copies of the Notice in conspicuous places available to employees and applicants
for employment.

            (4) The Manager will comply with all provisions of Executive Order
11246 of September 24, 1965., and of the rules, regulations, and relevant orders
of the Secretary of Labor.

            (5) The Manager will furnish all information and reports required by
Executive Order 11246 of September 24, 1965, and by rules, regulations, and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to
his books, records, and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.

            (6) In the event of the Manager's noncompliance with the
nondiscrimination clauses of this contract or with any of the said rules,
regulations, or orders, this contract may be canceled, terminated, or suspended
in whole or in part and the Manager may be declared ineligible for further
Government contracts or federally assisted construction contracts in accordance
with procedures authorized in Executive Order 11246 of September 24, 1965, and
such other sanctions may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.

            (7) The Manager will include the portion of the sentence immediately
preceding paragraph (1) and the provisions of paragraphs (1) through (7) in
every subcontract or purchase order unless exempted by rules, regulations, or
orders of the Secretary of Labor issued pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The Manager will take such action with respect to
any subcontract or purchase order as the administering agency may direct as a
means of enforcing such provisions, including sanctions for noncompliance.
Provided, however, that in the event a Manager becomes involved in, or is
threatened with, litigation with a subcontractor or vendor as a result of such
direction by the administering agency the Manager may request the United States
to enter into such litigation to protect the interests of the United States.

            (8) In consideration of contracts with Sprint PCS, the Manager
agrees to execute the Certificate of Compliance attached hereto as Attachment I
and further agrees that this certification shall be part of each contract
between Sprint PCS and Manager. The Manager will include Attachment I in every
subcontract or purchase order, so that such provisions will be binding upon each
subcontractor.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

                         CERTIFICATE OF COMPLIANCE WITH
                               FEDERAL REGULATIONS

In consideration of contracts with SPRINT SPECTRUM L.P., the undersigned
"contractor", "vendor" or "consultant" agrees to the following and further
agrees that this Certification shall be a part of each purchase order, supply
agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.

24.   Equal Opportunity.

      Executive Order 11246 is herein incorporated by reference.

25.   Affirmative Action Compliance

      If undersigned Contractor has 50 or more employees and if this contract is
      for $50,000 or more, Contractor shall develop a written Affirmative Action
      Compliance Program for each of its establishments, as required by rules
      and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).

26.   Affirmative Action for Special Disabled and Vietnam Era Veterans

      If this contract exceeds $10,000, the undersigned Contractor certifies
      that the Contractor does not discriminate against any employee or
      applicant because the person is a Special Disabled or Vietnam Veteran and
      complies with the rules, regulations and relevant orders of the Secretary
      of Labor issued pursuant to the Vietnam Veterans Readjustment Assistance
      Act of 1972, as amended.

      Contractor hereby represents that it has developed and has on file, at
      each establishment, affirmative action programs for Special Disabled and
      Vietnam Era Veterans required by the rules and regulations of the
      Secretary of Labor (41 CFR 60-250).

27.   Affirmative Action for Handicapped Workers

      If this contract exceeds $2,500, the undersigned Contractor certifies that
      the Contractor does not discriminate against any employee or applicant
      because of physical or mental handicap and complies with the rules,
      regulations and relevant orders of the Secretary of Labor issued under the
      Rehabilitation Act of 1973, as amended.

      Contractor hereby represents that it has developed and has on file, at
      each establishment, affirmative action programs for Handicapped Workers
      required by the rules and regulations of the Secretary of Labor (41 CFR
      60-741).

28.   Employer Information Report (EEO-l Standard Form 100)

      If undersigned Contractor has 50 or more employees and if this contract is
      for $10,000 or more, Contractor shall complete and file government
      Standard Form 100, Equal Employment Opportunity Employer Information
      Report EEO-l, in accordance with instructions contained therein.

29.   Compliance Review.

        The undersigned Contractor certifies that it has not been subject to a
        Government equal opportunity compliance review. If the Contractor has
        been reviewed, that review occurred on ____________________ (date).

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

30.   Utilization of Small Businesses, Small Disadvantaged Businesses, and
      Women-Owned Small Business

      It is the policy of SPRINT SPECTRUM L.P., consistent with Federal
      Acquisition Regulations (FAR 52.219-8 and FAR 52.219-13), that small
      business concerns, small business concerns owned and controlled by
      socially and economically disadvantaged individuals, and women-owned
      businesses shall have the maximum practicable opportunity to participate
      in performing subcontracts under Government contracts for which SPRINT
      SPECTRUM L.P. is the Government's Prime Contractor. SPRINT SPECTRUM L.P.
      awards contracts to small businesses to the fullest extent consistent with
      efficient prime contract performance. The Contractor agrees to use its
      best efforts to carry out this policy in the award of its subcontract to
      the fullest extent consistent with the efficient performance of this
      contract.

      Contractor hereby represents that it __ is __ is not a small business, __
      is __ is not a small business owned and controlled by socially and
      economically disadvantaged individuals, and __ is __ is not a small
      business controlled and operated as a women-owned small business as
      defined by the regulations implementing the Small Business Act.

      If the answer to any of the above is in the affirmative, Contractor will
      complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business Self
      Certification Form.

      This form is available from Mr. Ron Gier, Sprint PCS, 4900 Main Street,
      Kansas City, Missouri 64112.

31.   Certification of Nonsegregated Facilities

      If this contract is expected to exceed $10,000, the undersigned Contractor
      certifies as follows:

      The Contractor certifies that the Contractor does not or will not maintain
      or provide for its employees any segregated facilities at any of its
      establishments, and that it does not and will not permit its employees to
      perform services at any location, under its control, where segregated
      facilities are maintained. The Contractor agrees that a breach of this
      Certification is a violation of the Equal Opportunity provision of this
      contract. As used in this Certification, the term "segregated facilities"
      means any waiting rooms, work areas, rest rooms and wash rooms,
      restaurants and other eating areas, time clocks, locker rooms and other
      storage or dressing areas, parking lots, drinking fountains, recreation or
      entertainment areas, transportation, and housing facilities provided for
      employees that are segregated by explicit directive or are in fact
      segregated on the basis of race, color, religion, or national origin,
      because of habit, local custom, or otherwise. Contractor further agrees
      that (except where it has obtained identical certifications from proposed
      subcontracts for specific time periods) it will obtain identical
      certifications from proposed subcontractors prior to the award of
      subcontracts exceeding $10,000 that are not exempt from the provisions of
      the Equal Opportunity Clause; and that it will retain such certification
      in its files.

32.   Clean Air and Water

      The undersigned Contractor certifies that any facility to be used in the
      performance of this contract __ is __ is not listed on the Environmental
      Protection Agency List of Violating Facilities.

      The undersigned Contractor agrees to immediately notify SPRINT SPECTRUM
      L.P., immediately upon the receipt of any communication from the
      Administrator or a designee of the Environmental Protection Agency
      indicating that any facility that the Contractor proposes to use for the
      performance of the contract is under consideration to be listed on the EPA
      List of Violating Facilities. SPRINT SPECTRUM L.P. includes this
      certification and agreement pursuant to FAR 52-223-1(c) which requires
      including such paragraph (c) in every nonexempt subcontract.

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

                                       Contractor:


                                       _________________________________________
                                      Company Name

                                       _________________________________________
                                       Address

                                       _________________________________________
                                       City              State             Zip


                                       By ______________________________________
                                       Name:
                                       Title:

**** Confidential portions omitted and filed separately with the Commission

<PAGE>

                                  ADDENDUM III
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT
                          Dated as of February 14, 2000

Manager:                     Ubiquitel Holdings, Inc.

Service Area:

        California           Chico                                BTA No. 79
                             Eureka                               BTA No. 134
                             Redding                              BTA No. 371
                             Sacramento (partial)                 BTA No. 389
                             Yuba City (partial)                  BTA No. 485
        Nevada               Las Vegas (partial)                  BTA No. 245
                             Reno                                 BTA No. 372
        Utah                 Logan                                BTA No. 258
                             Provo-Orem (partial)                 BTA No. 365
                             St. George                           BTA No. 392
                             Salt Lake City-Ogden (partial)       BTA No. 399
        Idaho                Boise-Nampa                          BTA No. 50
                             Idaho Falls                          BTA No. 202
                             Lewiston-Moscow                      BTA No. 250
                             Pocatello                            BTA No. 353
                             Twin Falls                           BTA No. 451
        Washington           Spokane                              BTA No. 425
        Montana              Billings                             BTA No. 41
                             Bozeman                              BTA No. 53
                             Butte                                BTA No. 64
                             Great Falls                          BTA No. 171
                             Helena                               BTA No. 188
                             Kalispell                            BTA No. 224
                             Missoula                             BTA No. 300
        So. Ind.--KY         Anderson (partial), IN               BTA No. 15
                             Bloomington-Bedford, IN              BTA No. 47
                             Bowling Green, KY                    BTA No. 52
                             Cincinnati (partial), OH             BTA No. 81
                             Clarksville, KY                      BTA No. 83
                             Columbus, IN                         BTA No. 93
                             Evansville, IN                       BTA No. 135
                             Indianapolis (partial), IN           BTA No. 204
                             Louisville (partial), KY             BTA No. 263
                             Madisonville, KY                     BTA No. 273
                             Owensboro, KY                        BTA No. 338
                             Paducah, KY                          BTA No. 339
                             Richmond, IN                         BTA No. 373
                             Terre Haute, IN                      BTA No. 442
                             Vincennes-Washington, IN             BTA No. 457

      This Addendum III (this "Addendum"), dated as of February 14, 2000,
contains certain additional and supplemental terms and provisions to that
certain Sprint PCS Management Agreement entered into as of October 15, 1998, as
amended by that certain Addendum I to Sprint PCS Management Agreement, dated
October 15, 1998 and


                                       1
<PAGE>

that certain Addendum II to Sprint PCS Management Agreement, dated December 28,
1999 (such agreement, as amended being the "Management Agreement").

      The terms and provisions of this Addendum III control, supersede and amend
any conflicting terms and provisions contained in the Management Agreement.
Except for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

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

      1. Backhaul and Interconnection. Manager will own and have in operation a
switch capable of switching traffic for the Original Service Area Network on or
before December 31, 2000. In addition, on or before December 31, 2000, Manager
will disconnect all of Manager's circuits from the Sprint PCS Sacramento switch.
For the period from the date of this Addendum until the earlier of (a) such time
as Manager has its own switch available to handle such traffic or (b) December
31, 2000, Manager will be responsible for all backhaul and interconnection costs
associated with the backhaul of all Newcastle traffic through the Sprint PCS
Sacramento switch. Also, Manager will be responsible for all transition costs of
converting existing connections from the Sprint PCS Sacramento switch to Manager
switch, including any charges for hardware, leased-lines, installation, etc.

      2. Designation of Selected Services. For utilization of the Sprint PCS
Sacramento switch (i) for the period from the date of this Addendum until the
earlier of (A) May 31, 2000 and (B) the date on which Manager has its switch in
place and operational, Manager will designate its Selected Services under Option
1, "Sprint PCS Provided," and will be charged a price equal to ****; and (ii)
for the period from June 1, 2000 until the earlier of (A) December 31, 2000 and
(B) the date on which Manager has its switch in place and operational, Manager
will designate its Selected Services under Option 1, "Sprint PCS Provided," and
will be charged a price to be determined solely by Sprint PCS.


                                       2
<PAGE>

**** Confidential portions omitted and filed separately with the Commission.


                                       3
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first above written.


                                UbiquiTel Holdings, Inc.
                                By:
                                Name:
                                Title:


                                WirelessCo, L.P.

                                By:____________________________________________
                                Bernard A. Bianchino
                                Senior  Vice   President  and  Chief   Business
                                Development Officer - Sprint PCS


                                Sprint Spectrum L.P.

                                By:____________________________________________
                                Bernard A. Bianchino
                                Senior  Vice   President  and  Chief   Business
                                Development Officer - Sprint PCS


                                Cox Communications PCS, L.P.

                                By:____________________________________________
                                Bernard A. Bianchino
                                Senior  Vice   President  and  Chief   Business
                                Development Officer - Sprint PCS


                                Cox PCS License, L.L.C.

                                By:____________________________________________
                                Bernard A. Bianchino
                                Senior  Vice   President  and  Chief   Business
                                Development Officer - Sprint PCS


                                Sprint Communications Company, L.P.

                                By:____________________________________________
                                    Don A. Jensen
                                    Vice President - Law


                                       4
<PAGE>

                                   ADDENDUM IV
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT
                            Dated as of April 5, 2000

Manager:                     Ubiquitel Holdings, Inc.

Service Area:
        California           Chico                                 BTA No. 79
                             Eureka                                BTA No. 134
                             Redding                               BTA No. 371
                             Sacramento (partial)                  BTA No. 389
                             Yuba City (partial)                   BTA No. 485
        Nevada               Las Vegas (partial)                   BTA No. 245
                             Reno                                  BTA No. 372
        Utah                 Logan                                 BTA No. 258
                             Provo-Orem (partial)                  BTA No. 365
                             St. George                            BTA No. 392
                             Salt Lake City-Ogden (partial)        BTA No. 399
        Idaho                Boise-Nampa                           BTA No. 50
                             Idaho Falls                           BTA No. 202
                             Lewiston-Moscow                       BTA No. 250
                             Pocatello                             BTA No. 353
                             Twin Falls                            BTA No. 451
        Washington           Spokane                               BTA No. 425
        Montana              Billings                              BTA No. 41
                             Bozeman                               BTA No. 53
                             Butte                                 BTA No. 64
                             Great Falls                           BTA No. 171
                             Helena                                BTA No. 188
                             Kalispell                             BTA No. 224
                             Missoula                              BTA No. 300
        So. Ind.--KY         Anderson (partial), IN                BTA No. 15
                             Bloomington-Bedford, IN               BTA No. 47
                             Bowling Green, KY                     BTA No. 52
                             Cincinnati (partial), OH              BTA No. 81
                             Clarksville, KY                       BTA No. 83
                             Columbus, IN                          BTA No. 93
                             Evansville, IN                        BTA No. 135
                             Indianapolis (partial), IN            BTA No. 204
                             Louisville (partial), KY              BTA No. 263
                             Madisonville, KY                      BTA No. 273
                             Owensboro, KY                         BTA No. 338
                             Paducah, KY                           BTA No. 339
                             Richmond, IN                          BTA No. 373
                             Terre Haute, IN                       BTA No. 442
                             Vincennes-Washington, IN              BTA No. 457

      This addendum IV, dated as of April 5, 2000 (this "Addendum"), contains
certain additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of October 15, 1998, as amended by that
certain Addendum I to Sprint PCS Management entered into as of October 15, 1998


                                       5
<PAGE>

("Addendum I"), that certain Addendum II to Sprint PCS Management Agreement
dated as of December 28, 1999 ("Addendum II"), and that certain Addendum III to
Sprint PCS Management Agreement dated as of February 14, 2000 ("Addendum III")
(such agreement, as amended, being the "Management Agreement").

      The terms and provisions of this Addendum control, supersede and amend any
conflicting terms and provisions contained in the Management Agreement. Except
for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

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

      3. Confirmation of Restructuring and Assumption of Sprint Agreements.
Manager confirms and agrees that its present organizational structure,
indicating its stockholders and subsidiaries, is attached to this Addendum as
Exhibit A. Manager acknowledges and agrees that Manager is the party to the
Management Agreement, the Services Agreement, the License Agreements and the
Asset Purchase Agreement and that it has assumed all of the obligations of
UbiquiTel L.L.C., a Washington limited liability company, under such agreements.

      4. Financing. A revised and amended Exhibit 1.7, in the form attached to
this Addendum, is approved by Sprint PCS and Manager and is expressly made a
part of the Management Agreement.

      5. Build-out Plan. Exhibit 2.1 is amended, with respect only to the
Reno BTA (No. 372), to extend the network ready date (NRD) for such BTA to
September 7, 2000, and the hard launch date to September 21, 2000.

      6. Use of Loan Proceeds.

            (a) Sprint PCS is entering into that certain Amended and Restated
Consent and Agreement among Sprint PCS, Sprint Communications Company, L.P.,
WirelessCo., L.P., Cox Communications PCS, L.P., Cox PCS License, L.L.C., and
Paribas as administrative agent (together with any successors thereof in
accordance with that certain Credit Agreement dated as of March 31, 2000, among
Manager, UbiquiTel Inc., and Paribas as "Agent" (the "Credit Agreement") (which
Amended and Restated Consent and Agreement, as amended and modified from time to
time, is referred to as the "Consent and Agreement")), to enable Manager to
obtain loans from the Lenders (as defined in the Consent and Agreement, the
"Lenders"). Manager agrees that notwithstanding the permitted uses of the
proceeds from the loans made to Manager to which the Consent and Agreement
relates or from any other loan or extension of credit to which the Consent and
Agreement relates, Manager will not use the proceeds from any such loan or
extension of credit for any purpose other than to construct and operate the
wireless service within the Service Area (as may be amended from time to time)
as contemplated under the Management Agreement, and for corporate and working
capital purposes related to such construction and operation.

            (b) Notwithstanding anything to the contrary in Paragraph 21 of
Addendum II, Sprint PCS and Manager agree that, in addition to the uses of the
proceeds from the loan or extension of credit contemplated in such Paragraph 21,
Manager may use the proceeds from the loan or extension of credit contemplated
in such Paragraph 21 for corporate and working capital purposes related to the
construction and operation of the wireless service within the Service Area (as
may be amended from time to time) as contemplated under the Management
Agreement.



                                       6
<PAGE>

      7. Notices. Manager agrees to promptly give Sprint PCS a copy of any
notice Manager receives from any Agent or any Lender, and a copy of any notice
Manager gives to any Agent or any Lender. Sprint PCS agrees to promptly give
Manager a copy of any notice Sprint PCS receives from the Administrative Agent
or any Lender and a copy of any notice that Sprint PCS gives to the
Administrative Agent or any Lender.

      8. No Default Under Credit Agreement or Management Agreement. Manager
warrants and represents that as of the date hereof, no Default or Event of
Default under the Credit Agreement or any documents or instruments related
thereto has occurred. Manager warrants and represents that as of the date
hereof, no breach or Event of Termination under the Management Agreement, the
Services Agreement, the License Agreements or any documents or instruments
related thereto has occurred.

      9. Defense to Employment-Related Charges. Sprint PCS agrees that it will
defend and indemnify Manager against any claims or charges filed with the Equal
Employment Opportunity Commission by a former Sprint PCS employee alleging a
violation of federal or state law arising out of actions that occurred on or
before April 15, 2000. If any part of the alleged violation occurred after April
15, 2000, Sprint PCS agrees that it will work with Manager to jointly defend
against the claim or charge. In return for these promises, Manager agrees to
cooperate with Sprint PCS in defending against any such claim or charge.
Manager's cooperation shall include, but not be limited to, making fact
witnesses available for consultation with Sprint PCS personnel who are working
on the defense of the claim or charge, providing Sprint PCS with access to
documents deemed necessary by Sprint PCS to defend the claim or charge, and
allowing any Manager personnel who are deemed by Sprint PCS to be necessary for
the defense of the claim or charge to attend any hearing or mediation related to
it.

      IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed as of the date first above written.

                                "Manager"

                                UbiquiTel Operating Company

                                By:____________________________________________
                                Name:
                                Title:


                                "Sprint PCS"

                                Sprint Spectrum L.P.

                                By:____________________________________________
                                Bernard A. Bianchino
                                Senior  Vice   President  and  Chief   Business
                                Development Officer - Sprint PCS


                                Sprint Communications Company, L.P.

                                By:____________________________________________,
                                   Don A. Jensen


                                       7
<PAGE>

                                       Vice President - Law


                                       8
<PAGE>

                             Schedule of Definitions

      This Schedule of Definitions is the "Schedule of Definitions" referred to
in and incorporated by reference under the Management Agreement, Services
Agreement, and Trademark License Agreements (as such agreements are defined
below). Whenever the phrase "this agreement" is used below, such phrase refers
to the particular agreement under whose terms this Schedule of Definitions is
being applied in that instance. If citations to sections or exhibits of
different agreements are included in a definition, the citation to the
particular agreement under whose terms this Schedule of Definitions is being
applied controls to the exclusion of the citations to different agreements.

      The following words and phrases used in this agreement have the following
meanings:

      "Addendum" means any addendum attached to this agreement that contains the
amendments to this agreement; such Addendum is expressly incorporated as a part
of this agreement.

      "Affiliation Agreement" means any and all of the agreements, known as
Sprint PCS Affiliation Agreements, whereby an affiliate and Sprint PCS and/or
one or more of Sprint PCS~ Related Parties agree to the terms and conditions
under which such affiliate will manage the Service Area Network identified in
such agreement, using such Affiliates own PCS license issued by the FCC and any
documents incorporated by reference in such agreement.

      "Agent" has the meaning set forth in Section 3.1 of the Sprint Spectrum
Trademark and Service Mark License Agreement or Section 3.1 of the Sprint
Trademark and Service Mark License Agreement.

      "Arbiter" has the meaning set forth in Section 12.1.3 of the Management
Agreement or Section 5.1.3 of the Services Agreement.

      "Available Services" means those categories of services listed on Exhibit
2.1.1 to the Services Agreement (as the same may be amended from time to time by
Sprint Spectrum and made available to Manager under the terms of the Services
Agreement).

      "Available Services and Fees Schedule" means that schedule set forth on
Exhibit 2.1.1 to the Services Agreement, which sets forth the Available Services
offered from time to time and the fees charged for such Available Services.

      "Bankruptcy" means, for the purposes of the Trademark License Agreements,
either a Voluntary Bankruptcy or an Involuntary Bankruptcy.

      "Brands" means the Sprint PCS Brands and the Sprint Brands.

      "BTA" means a Basic Trading Area for which a Basic Trading Area (BTA)
license is issued by the FCC.

      "Build-out Plan" means the plan agreed upon by Manager and Sprint PCS,
along with any modifications and updates to the plan, respecting the
construction and design of the Service Area Network, a copy of which is attached
as Exhibit 2.1 to the Management Agreement.

      "Business Day" means a day of the year that banks are not required or
authorized to close in the State of New York.

      "Cancelled Service" has the meaning set forth in Section 3.2 of the
Services Agreement.

      "CDMA" means code division multiple access.

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      "Change of Control" has the meaning set forth in Section 17.15.3 of the
Management Agreement.

      "Collected Revenues" has the meaning set forth in Section 10.4 of the
Management Agreement.

      "Confidential Information" means all Program Requirements, guidelines,
standards, and programs, the technical, marketing, financial, strategic and
other information provided by each party under the Management Agreement,
Services Agreement, and Trademark License Agreements, and any other information
disclosed by one party to the other party pursuant to the Management Agreement,
Services Agreement, and Trademark License Agreements that is not specifically
excluded by Section 12.2 of the Management Agreement. In addition to the
preceding sentence, "Confidential Information" has the meaning set forth in
Section 3.1 of the Sprint Spectrum Trademark and Service Mark License Agreement
or Section 3.1 of the Sprint Trademark and Service Mark License Agreement.

      "Controlled Related Party" means the Parent of any Person and each
Subsidiary of such Parent. As used in Section 1.2 and Article 3 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 1.2 and Article
3 of the Sprint Trademark and Service Mark License Agreement, the term
"Controlled Related Party" will also include any Related Party of a Person that
such Person or its Parent can directly or indirectly unilaterally cause to take
or refrain from taking any of the actions required, prohibited or otherwise
restricted by such Section, whether through ownership of voting securities,
contractually or otherwise.

      "Default Rate" means the rate per annum (computed on the basis of the
actual number of days elapsed in a year of 365 or 366 days, as applicable),
compounded monthly, equal to the Prime Rate (adjusted as and when changes in the
Prime Rate occur) plus five percent (5%).

      "Disaggregated License" means that portion of the License that Manager may
or is required to purchase under Section 11 of the Management Agreement from
Sprint PCS under certain circumstances, after Sprint PCS' receipt of FCC
approval of the necessary disaggregation and partition, which portion comprises
no less than the amount of spectrum sufficient to operate one duplex CDMA
carrier (including the required guard bands) within the PCS Spectrum, and no
more than 10 MHz of the Spectrum (at Manager's designation) covering the Service
Area, and which includes the frequencies then in use in the Service Area Network
and, if applicable, adjacent frequencies, so long as such frequencies in the
aggregate do not exceed 10 MHz.

      "Dispute Notice" has the meaning set forth in Section 12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

      "Dispute Notice Date" has the meaning set forth in Section 12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

      "Encumbrances" has the meaning set forth in Section 5.1(a) of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 5.1(a) of the
Sprint Trademark and Service Mark License Agreement.

      "Entire Business Value" has the meaning set forth in Section 11.7.3 of the
Management Agreement.

      "Event of Termination" means any of the events described in Section 11.3
of the Management Agreement. For the purposes of the Sprint Spectrum Trademark
and Service Mark License Agreement only. "Event of Termination" has the meaning
set forth in Section 13.2 of that agreement. For the purposes of the Sprint
Trademark and Service Mark License Agreement only, "Event of Termination" has
the meaning set forth in Section 13.2 of that agreement.

      "FAA" means the Federal Aviation Administration.

      "FCC" means the Federal Communications Commission.

**** Confidential portions omitted and filed separately with the Commission
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      "Financial Lender" means any and all of those commercial and financial
institutions that provide material credit to Manager for the purpose of
assisting Manager with the fulfillment of its obligations and duties under this
agreement.

      "fixed wireless local loop" has the meaning set forth in Section 2.4 of
the Management Agreement.

      "home service area" means the geographic area within which a customer can
make a local call on the customer's PCS phone (i.e., the customer does not incur
an extra charge).

      "Inbound Roaming" means calls placed by a non-Sprint PCS Network customer
on the Sprint PCS Network.

      "Indemnitee" and "Indemnitor" have the meanings set forth in Section
13.3.1 of the Management Agreement or Section 6.3.1 of the Services Agreement.

      "Initial Term" has the meaning set forth in Section 11.1 of the Management
Agreement.

      "Involuntary Bankruptcy" has the meaning set forth in Section 11.3.7 of
the Management Agreement.

      "Law" means all laws (statutory or otherwise), ordinances, rules,
regulations, bylaws, Orders and codes of all governmental and regulatory
authorities, whether United States Federal, state or local, which are applicable
to the Sprint PCS Products and Services.

      "License" means the PCS license(s) issued by the FCC described on the
Service Area Exhibit to the Management Agreement.

      "Licensed Marks" means the trademarks and service marks referred to in the
Recitals section of the Trademark License Agreement under whose terms this
definition is being applied, and such other marks as may be adopted and
established under said agreement from time to time.

      "Licensee" has the meaning set forth in the introductory paragraph to the
particular agreement under whose terms this definition is being applied.

      "Licensor" has the meaning set forth in the introductory paragraph to the
particular agreement under whose terms this definition is being applied.

      "local calling area" means the geographic area within which a customer can
make a local call on the customer's PCS handset without incurring a long
distance charge.

      "Loss" means any and all damage, loss, liability, claim, out-of-pocket
cost and expense, including reasonable expenses of investigation and reasonable
attorneys' fees and expenses, but excluding consequential or special damages.

      "Management Agreement" means that certain Sprint PCS Management Agreement
executed by Manager and Sprint PCS and any documents incorporated by reference
in said agreement.

      "Manager" means the party to this agreement as indicated in the
introductory paragraph of this agreement.

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

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

      "Manager's Products and Services" means all types and categories of
wireless communications services and associated products that are offered by
Manager in the Service Area under Section 3.2 of the Management Agreement.

      "Marketing Communications Guidelines" means the guidelines issued by
Sprint or Sprint PCS in accordance with Section 5.2 of the Management Agreement
with respect to the marketing, promotion, advertising, distribution, lease and
sale of Sprint PCS Products and Services, as they may be amended from time to
time by Sprint or Sprint PCS in accordance with the terms of the Trademark
License Agreements.

      "Master Signature Page" means the document that the parties to the
Management Agreement, Services Agreement and/or one or more of the Trademark
License Agreements sign to evidence their agreement to execute, become a party
to and be bound by each of the agreements, or parts thereof, listed above the
particular party's signature on such Master Signature Page.

      "MFN Price" or "Most Favored Nation Price" means, with respect to resale,
the best local market price offered to any third party for the purchase of air
time on Manager's network including but not limited to any third party who may
use the air time for its own wireless communications services or resell the air
time, and, with respect to roaming, the lowest roaming charge of Manager to
other wireless carriers when their customers roam on the Service Area Network.

      "MIN" means the 24-bit mobile identification number corresponding to the
7-digit telephone number assigned to the handset, used for both billing and
receiving calls.

      "MTA" means a Major Trading Area for which a MTA license is issued by the
FCC.

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

      "Notice Address Schedule" means the schedule attached to the Master
Signature Page that provides the mailing and courier delivery addresses, and the
facsimile number, for giving notices to each of the parties signing the Master
Signature Page. The Notice Address Schedule may include supplemental addresses
that serve as additional or alternate notice addresses for use by the parties in
specifically prescribed situations.

      "NPA-NXX" means as follows: "NPA" means numbering plan area, which is the
area code for a telephone number, "NXX" refers to the first three digits of a
telephone number, which identify the specific telephone company central office
that serves that number.

      "Offer" means an offer received by Manager to sell substantially all of
the assets comprising or used in connection with the operation and management of
the Service Area Network or any portion of the Service Area Network.

      "Offer Notice" means a written notice given by Manager to Sprint PCS that
sets forth in detail the terms and conditions of an Offer and the name and
address of the person or entity making the Offer.

      "Offered Interest" means the assets that Manager proposes to sell pursuant
to an Offer.

      "Operating Assets" means the assets Manager or its Related Parties owns
and uses in connection with the operation of the Service Area Network, at the
time of termination, to provide the Sprint PCS Products and Services. Operating
Assets does not include items such as furniture, fixtures and buildings that
Manager or its Related Parties use in connection with other businesses. Examples
of Operating Assets include without limitation: switches, towers, cell sites,
systems, records and retail stores.

**** Confidential portions omitted and filed separately with the Commission
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      "Operational Level of Sprint PCS" means the average operational level of
all the service area networks operated by Sprint PCS and its Related Parties
without the use of a manager or affiliate, as measured by Sprint PCS, unless the
operational level, as measured by Sprint PCS, of all of the service area
networks operated by Sprint PCS and its Related Parties without the use of a
manager or affiliate that are contiguous to the Service Area are below the
national average, in which case "Operational Level of Sprint PCS" means the
average operational level of those contiguous service area networks.

      "Order" means any order, writ, injunction, decree, judgment, award or
determination of any court or governmental or regulatory authority.

      "Other Managers" means any person or entity with which Sprint PCS has
entered into an agreement similar to this agreement or an Affiliation Agreement,
including without limitation an affiliate under an Affiliation Agreement or a
manager under another Management Agreement, under which the person or entity
designs, constructs and manages a service area network and offers and promotes
Sprint PCS Products or Services.

      "Outbound Roaming" means calls placed by a Sprint PCS Network customer on
a non-Sprint PCS network.

      "Parent" means, with respect to any Person, the ultimate parent entity (as
determined in accordance with the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the rules and regulations promulgated thereunder) of such Person;
except that if such ultimate parent entity is an individual, the Parent will be
the highest entity in the ownership chain from the ultimate parent entity to and
including such Person that is not an individual.

      "Parties" means, with respect to the Management Agreement, Sprint PCS and
Manager. For the purpose of the services Agreement only, "parties" means Sprint
Spectrum and Manager. Sprint is not a party to the Management Agreement, except
to the limited extent described on the signature page executed on behalf of
Sprint. For the purpose of the Trademark License Agreements only, "parties"
means Licensor and Licensee.

      "PCS" means a radio communication system authorized under the rules for
broadband personal communications services designated as Subpart E of Part 24 of
the FCC's rules, including the network, marketing, distribution, sales, customer
interface and operations functions relating thereto.

      "PCS Spectrum" means the range of frequencies that Sprint PCS is
authorized to use under the License.

      "Permitted Assignee" means any assignee of the rights and obligations of
Licensee pursuant to an assignment consented to in writing by Licensor, in its
sole discretion, in accordance with Section 14.1 of the Sprint Spectrum
Trademark and Service Mark License Agreement or Section 14.1 of the Sprint
Trademark and Service Mark License Agreement, or any subsequent permitted
assignee of any such permitted assignee.

      "Person" means any individual, partnership, limited partnership, limited
liability company, corporation, trust, other business association or business
entity, estate, or other entity.

      "pops" means the population covered by a license or group of licenses.
Unless otherwise noted, as used in the Management Agreement, pops means the most
recent Rand-McNally Population Survey estimate of the population of a geographic
area.

      "Premium and Promotional Items" means all items, including clothing,
memorabilia and novelties, used to display the Licensed Marks for the purpose of
promoting the awareness, sale or image of the Sprint PCS Products and Services;
provided, however, that Premium and Promotional Items does not include marketing
and advertising materials prepared by Licensee that are subject to the Marketing
Communications Guidelines (e.g. printed materials such as bill stuffers,
brochures and similar materials).

**** Confidential portions omitted and filed separately with the Commission
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      "Prime Rate" means the rate announced from time to time by The Chase
Manhattan Bank, or its successor(s), as its prime rate.

      "Program Requirements" means the standards, guidelines, plans, policies
and programs established by Sprint PCS from time to time regarding the operation
and management of the Service Area Network and the Sprint PCS business operated
using the Service Area Network, including the Program Requirements set forth in
Sections 4.1, 4.2, 4.3, 7.2 and 8.1 of the Management Agreement. Sprint PCS may
also implement Program Requirements respecting a voluntary resale program, as
defined in Section 3.5.2 of the Management Agreement.

      "Purchase Notice" has the meaning set forth in Section 1.2 of Exhibit 11.8
to the Management Agreement.

      "Quality Standards" has the meaning set forth in Section 2.1(a) of the
Sprint Spectrum Trademark and Service Mark License Agreement or Section 2.1(a)
of the Sprint Trademark and Service Mark License Agreement.

      "Rand-McNally Population Survey" means the most recent population survey
published by Rand-McNally or, if Rand-McNally no longer publishes the surveys,
then the most recent population survey published by any successor organization
to Rand-McNally or, if no such organization exists, an organization selected by
Sprint PCS that provides surveys similar to the Rand-McNally surveys.

      "Receiving Party" has the meaning set forth in Section 3.1 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 3. 1 of the
Sprint Trademark and Service Mark License Agreement.

      "Related Equipment" means customer-controlled equipment for use in
connection with the Sprint PCS Products and Services including telephones,
wireless handsets and related accessories, PCMCIA cards, "smart" cards, PDA's,
PBX's, set-top boxes and data terminals.

      "Related Party" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with the Person. For purposes of the
Management Agreement, Sprint Spectrum, SprintCom, American PCS Communications,
LLC, PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. will be deemed
to be Related Parties. For purposes of this definition, the term "controls"
(including its correlative meanings "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

      "Restricted Party" has the meaning set forth in Section 3.1 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

      "Selected Services" means those Available Services selected by Manager to
be provided by Sprint Spectrum under Section 2.1 of the Services Agreement. An
Available Service will not be treated as a Selected Service until Sprint
Spectrum begins providing that service.

      "Service Area" means the geographic area described on the Service Area
Exhibit to the Management Agreement.

      "Service Area Network" means the network and business activities managed
by Manager under the Management Agreement in the Service Area under the License.

      "Services Agreement" means that certain Sprint PCS Services Agreement
executed by Manager and Sprint Spectrum and any documents incorporated by
reference in said agreement, whereby Manager may delegate the performance of
certain services to Sprint PCS for fees that represent an adjustment of the fees
paid by Sprint PCS to Manager under Section 10 of the Management Agreement.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

      "Siting Regulations" means:

      (1)   FCC regulations governing tower siting, lighting, marking,
            monitoring, and reporting of lighting malfunctions as set forth in
            47 CFR ss.ss. 17.1 through 17.58, and as may be amended;

      (2)   FAA regulations governing tower siting, lighting, marking,
            monitoring, and reporting of lighting malfunctions as set forth in
            14 CFR ss.ss. 77.1 through 77.75, and as may be amended;

      (3)   FCC land use regulations as set forth in 47 CFRss.ss.1.1301 through
            1.1319, and as may be amended; and

      (4)   FCC radio frequency exposure regulations as set forth in 47
            CFRss.ss.1.1301 through 1.1319, and as may be amended.

      "spectrum" has the same meaning as PCS Spectrum.

      "Sprint" means Sprint Communications Company, L.P., a Delaware limited
partnership.

      "Sprint Brands" means the "Licensed Marks" as that term is defined under
the Sprint Trademark and Service Mark License Agreement.

      "Sprint PCS" means any or all of the following Related Parties who are
License holders and signatories to the Management Agreement: Sprint Spectrum
L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
PhillieCo Partners I, L.P., a Delaware limited partnership, Cox Communications
PCS, L.P., a Delaware limited partnership, and American PCS Communications, LLC,
a Delaware limited liability company. Each entity listed above is a Related
Party to each of the other listed entities.

      "Sprint PCS Affiliation Agreement" has the same meaning as Affiliation
Agreement.

      "Sprint PCS Brands" means the "Licensed Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

      "Sprint PCS Communications Policies" means the policies established in
accordance with Section 6.4 of the Management Agreement with respect to public
relations development, maintenance and management, as they may be amended from
time to time by Sprint PCS in accordance with the terms of the Management
Agreement.

      "Sprint PCS Customer Service Program Requirements" means the program and
requirements established in accordance with Section 8.1 of the Management
Agreement with respect to customer service development, maintenance and
management, as it may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

      "Sprint PCS Customer Service Standards" means those customer service
standards developed by Sprint PCS with respect to customer service and
maintenance as described in Section 8.1 of the Management Agreement, as it may
be amended from time to time by Sprint PCS in accordance with the terms of the
Management Agreement.

      "Sprint PCS Insurance Requirements" means the insurance requirements
developed by Sprint PCS as described in Section 12.3 of the Management
Agreement, as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

      "Sprint PCS Management Agreement" has the same meaning as Management
Agreement.

**** Confidential portions omitted and filed separately with the Commission
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      "Sprint PCS National Accounts Program Requirements" means the program and
requirements established in accordance with Section 4.2 of the Management
Agreement with respect to national accounts development, maintenance and
management, as it may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

      "Sprint PCS National or Regional Distribution Program Requirements" means
any distribution program and requirements established in accordance with Section
4.1 of the Management Agreement, as it may be amended from time to time by
Sprint PCS in accordance with the terms of the Management Agreement, and entered
into by Sprint PCS or its Related Parties and a third-party distributor (for
example, a national chain of retail electronics stores) from time to time, under
which the third party will distribute, lease, or sell Sprint PCS Products and
Services on a national or regional basis. The term "distributor" means a
reseller of Sprint PCS Products and Services, or an agent of Sprint PCS
authorized to sell Sprint PCS Products and Services on behalf of Sprint PCS, or
a person engaged in any other means of wholesale or retail distribution of
Sprint PCS Products and Services.

      "Sprint PCS Network" means the national wireless network and business
activities to be developed by Sprint PCS, Manager and Other Managers in the
United States and certain of its territories and possessions, which network
includes the Service Area Network.

      "Sprint PCS Products and Services" means all types and categories of
wireless communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and implemented in the future) as
products and services to be offered by Sprint PCS, Manager and all Other
Managers as the products and services of the Sprint PCS Network for fixed and
mobile voice, short message and other data services under the FCC's rules for
broadband personal communications services, including all local area service
plans. Sprint PCS Products and Services do not include wireline products or
services, including local exchange service, wireline long distance service, and
wireline based Internet access.

      "Sprint PCS Roaming and Inter Service Area Program Requirements" means:

      (i) the roaming program and requirements established in accordance with
Section 4.3 of the Management Agreement, as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, to provide for
customers from a carrier not associated with the Sprint PCS Network to operate
the customer's handset on the Sprint PCS Network and for customers from the
Sprint PCS Network (whether customers of Sprint PCS, Manager or an Other
Manager) to operate the customer's handset on a network of a carrier not
associated with the Sprint PCS Network, and

      (ii) the program established in accordance with Section 4.3 of the
Management Agreement, as amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement, to provide for customers from one
Service Area on the Sprint PCS Network, whether managed by Sprint PCS, Manager,
or an Other Manager, to operate the customer's handsets and otherwise receive
seamless service, regardless of whether the customer makes its call to or from
the Sprint PCS Network and regardless of whether the customer is a customer of
Sprint PCS, Manager or an Other Manager.

      "Sprint PCS Technical Program Requirements" means the operating and
technical performance standards established by Sprint PCS, in accordance with
Section 7.2 of the Management Agreement, as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, for the Sprint PCS
Network as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

      "Sprint Spectrum" means Sprint Spectrum L. P., a Delaware limited
partnership.

      "Sprint Spectrum Brands" means the "Licensed Marks" as that term is
defined under the Sprint Spectrum Trademark and Service Mark License Agreement.

**** Confidential portions omitted and filed separately with the Commission
<PAGE>

      "Sprint Spectrum Trademark and Service Mark License Agreement" means that
certain Sprint Spectrum Trademark and Service Mark License Agreement executed by
Manager and Sprint Spectrum and any documents incorporated by reference in said
agreement.

      "Sprint Trademark and Service Mark License Agreement" means that certain
Sprint Trademark and Service Mark License Agreement executed by Manager and
Sprint and any documents incorporated by reference in said agreement.

      "SprintCom" means SprintCom, Inc., a Kansas corporation.

      "Subsidiary" of any Person as of any relevant date means a corporation,
company or other entity (i) more than 50% of whose outstanding shares or equity
securities are, as of such date, owned or controlled, directly or indirectly
through one or more Subsidiaries, by such Person, and the shares or securities
so owned entitle such Person and/or Subsidiaries to elect at least a majority of
the members of the board of directors or other managing authority of such
corporation, company or other entity notwithstanding the vote of the holders of
the remaining shares or equity securities so entitled to vote or (ii) which does
not have outstanding shares or securities, as may be the case in a partnership,
joint venture or unincorporated association, but more than 50% of whose
ownership interest is, as of such date, owned or controlled, directly or
indirectly through one or more Subsidiaries, by such Person, and in which the
ownership interest so owned entitles such Person and/or Subsidiaries to make the
decisions for such corporation, company or other entity.

      "Successor Notice" has the meaning set forth in Section 17.15.2(e) of the
Management Agreement.

      "Term" means during the term of the Management Agreement, including the
initial Term and any renewal terms.

      "Trademark and Service Mark Usage Guidelines" means the rules governing
the depiction and presentation of the Licensed Marks then generally in use by
Licensor, to be furnished by Licensor to Licensee, as the same may be amended
and updated from time to time by Licensor.

      "Trademark License Agreements" means the Sprint Trademark and Service Mark
License Agreement and the Sprint Spectrum Trademark and Service Mark License
Agreement.

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

      "Voluntary Bankruptcy" has the meaning set forth in Section 11.3.7 of the
Management Agreement.

      "Wireless Mobility Communications Network" means a radio communications
system operating in the 1900 MHz spectrum range under the rules designated as
Subpart E of Part 24 of the FCC's rules.

**** Confidential portions omitted and filed separately with the Commission