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                                                                    Exhibit 10.5

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase Agreement (the "Agreement") is made and entered into
as of December __, 1999, by SPRINT SPECTRUM L.P., SPRINT SPECTRUM EQUIPMENT
COMPANY, L.P. and SPRINT SPECTRUM REALTY COMPANY, L.P., COX COMMUNICATIONS PCS,
L.P., COX PCS LEASING CO., L.P., all of which are Delaware limited partnerships,
and COX PCS ASSETS, LLC, a Delaware limited company (together "Seller"), and
UbiquiTel Holdings, Inc., a Delaware corporation ("Buyer").

                                    Recitals

      A. Seller or one of Seller's subsidiaries owns or leases those certain
property, equipment and contract rights identified as follows (collectively the
"Assets"):

      1. That equipment and property of Seller located in the Spokane BTA and
identified on attached Exhibit A (the "Spokane Assets"); and

      2. That equipment and property of Seller located in BTAs outside of the
Spokane BTA and identified on attached Exhibit B (the "Additional Assets").

      B. Buyer and Seller have entered into that certain Addendum II dated
December __,, 1999 to the Sprint PCS Management Agreement dated October 15, 1998
(the "Management Agreement"), to which this Agreement is made an exhibit upon
its execution by the parties and that provides, among other things, that Buyer
will purchase and Seller will sell the Assets, upon the terms and conditions set
forth in this Agreement;

                                   Agreements

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement the parties hereto agree as follows:

      1.    Transfer of Assets. Subject to the terms and conditions of this
            Agreement, Seller agrees to sell, convey and assign to Buyer, and
            Buyer agrees to purchase from Seller, all of Seller's right, title
            and interest in the Assets free and clear from all liens created by
            the Seller other than the Assumed Liabilities (as defined below).
            The consummation of this transaction (the "Closing") will occur,
            subject to the terms and conditions of this Agreement, on or before
            April 15, 2000 (the "Closing Date").

      2.    Purchase Price. The purchase price of the Assets (the "Purchase
            Price") will be equal to the sum of the following: ****

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

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            The parties agree that, on or before the Closing Date, and insofar
            as it has not been calculated as part of the Purchase Price, they
            shall determine an allocation of the Purchase Price among the
            Assets, which allocation will be the result of arm's-length
            negotiations between the parties as to the price of each item or
            category of items of the Assets, and neither party will make any
            claim or treat any item on its tax returns in a manner that is
            inconsistent with such allocation.

      3.    Review Period. For a period extending for thirty (30) days after
            this Agreement has been executed by both parties ("Review Period"),
            Buyer may review such documents and make, or cause to be made by
            agents or contractors of Buyer's choosing, any and all physical,
            mechanical, environmental, structural or other inspections of the
            Assets as Buyer deems appropriate. If, in Buyer's reasonable
            discretion, based upon the results of Buyer's inspections, Buyer
            determines that the Assets are unsatisfactory to Buyer, Buyer may by
            written notice to Seller within the Review Period, terminate this
            Agreement, and upon such termination, neither party will have any
            further rights or obligations under this Agreement. Any termination
            notice provided to Seller must contain a specific description of the
            condition on which Buyer bases such termination. If Buyer does not
            terminate this Agreement by such notice within the Review Period,
            this Agreement will remain in full force and effect in accordance
            with its terms. Buyer may not elect to purchase less than all of the
            Assets.

      4.    Assumption of Liabilities. Buyer agrees to assume all liabilities,
            debts, expenses and obligations now existing or hereafter arising
            in, to, under or pursuant to the Assets as of the Closing Date,
            including, without limitation, all liabilities, debts, expenses and
            obligations relating to all the Assets (the "Assumed Liabilities")
            and to pay and perform the Assumed Liabilities when due. Buyer's
            assumption of the Assumed Liabilities does not enlarge any rights of
            third parties under contracts or arrangements with Buyer or Seller.
            Nothing in this Agreement prevents Buyer from contesting in good
            faith any of the Assumed Liabilities.

      5.    Condition of Assets. It is understood and agreed that Seller is not
            making and specifically disclaims any warranties or representations
            of any kind or character, express or implied, with respect to the
            Assets, including, but not limited to, warranties or representations
            as to matters of title (except that Seller represents and warrants
            that Seller has not previously conveyed, pledged, encumbered,
            hypothecated or assigned that Asset to any other party), zoning, tax
            consequences, physical or environmental conditions, availability of
            access, operating history or projections, valuation, governmental
            approvals, governmental regulations or any other matter or thing
            relating to or affecting the Assets including, without limitation:
            (i) the value, condition, merchantability, marketability,
            profitability, suitability or fitness for a particular use or
            purpose of the Assets; (ii) the manner or quality of the
            construction or materials incorporated into any of the Assets and
            (iii) the manner, quality, state of repair or lack of repair of the
            Assets. Buyer agrees that with respect to the Assets, Buyer has not
            relied


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            upon and will not rely upon, either directly or indirectly, any
            representation or warranty of Seller or any agent of Seller other
            than as specifically set forth in this Agreement. Buyer represents
            that it is a knowledgeable purchaser and that it is relying solely
            on its own expertise and that of Buyer's consultants, and that Buyer
            will conduct such inspections and investigations of the Assets,
            including, but not limited to, the physical and environmental
            conditions thereof, and shall rely upon same, and, upon closing,
            shall assume the risk that adverse matters, including, but not
            limited to, adverse physical and environmental conditions, may not
            have been revealed by Buyer's inspections and investigations. Buyer
            acknowledges and agrees that upon closing, Seller shall sell and
            convey to Buyer and Buyer shall accept the Assets "as is, where is"
            with all faults, and Buyer further acknowledges and agrees that
            there are no oral agreements, warranties or representations,
            collateral to or affecting the Assets by Seller, any agent of Seller
            or any third party. The terms and conditions of this paragraph shall
            expressly survive the closing.

      6.    Damage or Destruction. If prior to the Closing Date, any of the
            Assets are destroyed or substantially damaged by fire, lightning or
            any other cause, or all or any part of the Assets is taken by
            eminent domain (or is the subject of a pending or contemplated
            taking which has not been consummated), Seller will immediately
            deliver to Buyer written notice of such event or condition, and
            Buyer will have the option of(a) enforcing this Agreement and
            retaining any insurance proceeds or proceeds of the taking by
            eminent domain, or (b) terminating this Agreement by written notice
            within twenty (20) days after receiving written notice from Seller
            of such destruction, damage or claim. If this Agreement is
            terminated, neither party will have any further obligation under
            this Agreement. The risk of loss will be borne by Seller until the
            Closing Date.

      7.    Closing. If Buyer does not terminate the Agreement pursuant to
            Paragraph 3 or 6 of this Agreement, on the Closing Date:

            (a)   Seller and Buyer shall execute and deliver to each other an
                  Assignment of Leases and Bill of Sale in the form attached
                  hereto as Exhibit D

            (b)   Buyer shall pay the Purchase Price to Seller in immediately
                  available funds;

            (c)   Buyer shall provide copies of all necessary consents, if any,
                  for the conveyance or assignment of the Assets. Such consents
                  to be in the form of Consent and Release attached hereto as
                  Exhibit E.

            For each cell site which is the subject of this Asset Purchase
            Agreement and for which a release of Sprint PCS' obligations cannot
            be obtained prior to the Closing Date, Sprint PCS, in its sole
            discretion, may continue to be obligated under any existing leases
            or purchase obligations for any such cell sites subject to (1)
            receipt of a consent from the landlord or seller of the cell site
            consenting to the


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            assumption of the leasehold or purchase obligation by Manager and
            (2) execution of an agreement setting forth the obligations of
            Manager with respect to each such cell site for which a release
            cannot be obtained and containing terms and conditions acceptable to
            Sprint PCS.

            Buyer is responsible for paying or causing to be paid all transfer,
            stamp, recording, sales, use, excise or similar taxes, fees or
            duties payable in connection with the sale, assignment or conveyance
            of Seller's interest in and to the Assets or the assumption of the
            Assumed Liabilities.

            Buyer is also responsible for reporting all taxable property to the
            appropriate taxing authority for ad valorem tax purposes. Buyer will
            pay as and when due all taxes, assessments, liens, encumbrances,
            levies, and other charges against the real estate, personal property
            and intangible property that is sold, transferred, assigned or
            otherwise conveyed to Buyer pursuant to this agreement.

      8.    Further Assurances. Seller will from time to time at the request of
            Buyer, do, make, execute, acknowledge and deliver all such other
            instruments of conveyance, assignment, and transfer, in form and
            substance satisfactory to Seller, as Buyer may reasonably require
            for the more effective conveyance and transfer of any of the Assets.
            Seller's obligations hereunder shall be subject to receipt of the
            Consents and

      9.    Indemnification. Breaches of this Agreement by either Buyer or
            Seller will be a breach for which the non-breaching party is
            entitled to indemnification in accordance with the terms and
            conditions and utilizing the procedures set forth in the Management
            Agreement.

      10.   Entire Agreement and Binding Effect. This Agreement and the exhibits
            and schedules attached to this Agreement (which are incorporated by
            this reference) and the Management Agreement, including all addenda
            thereto, contain the entire agreement between the parties hereto
            with respect to the acquisition of the Assets and the other
            transactions contemplated herein, and supersedes all prior
            agreements or understandings between the parties hereto relating to
            the subject matter hereof. AU exhibits attached hereto are
            incorporated herein by this reference.

      11.   Severability. In the event any one or more of the provisions
            contained in this Agreement or any application thereof is invalid,
            illegal or unenforceable in any respect, the validity, legality and
            enforceability of the remaining provisions of this Agreement and any
            other application thereof will not in any way be affected or
            impaired thereby. Paragraph headings herein or in any exhibit hereto
            have no legal significance and are used solely for convenience of
            reference.


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      12.   No Other Representations and Warranties. Seller makes no
            representation or warranty to Buyer with respect to the Assets,
            except as expressly set forth in this Agreement.

      13.   Waivers and Notices. Any term or condition of this Agreement may be
            waived at any time by the party entitled to the benefit thereof by a
            written instrument. No delay or failure on the part of any party in
            exercising any rights hereunder, and no partial or single exercise
            thereof, will constitute a waiver of such rights or of any other
            rights hereunder. All notices, consents, requests, instructions,
            approvals and other communications provided for herein will be
            validly given, made or served if given, made or served in accordance
            with the Management Agreement.

      14.   Counterparts. This Agreement may be executed in any number of
            counterparts, each of which will constitute an original but all of
            such counterparts taken together will constitute only one Agreement.

      15.   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.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


SELLER:                             SPRINT SPECTRUM L.P.

                                    By__________________________________________
                                        Bernard A. Bianchino
                                        Chief Business Development Officer


                                    SPRINT SPECTRUM EQUIPMENT COMPANY, L.P.

                                    By__________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                    SPRINT SPECTRUM REALTY COMPANY, L.P.

                                    By__________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


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                                    COX PCS COMMUNICATIONS, L.P.

                                    By__________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                    PCS LEASING CO., L.P.

                                    By__________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                    COX PCS ASSETS, LLC

                                    By__________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


BUYER:                              UBIQUITEL HOLDINGS, INC.

                                    By__________________________________________
                                        Name:___________________________________
                                        Title:__________________________________


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                                    Exhibit A

                               The Spokane Assets

The following sets forth the Spokane Assets:

1.    Cell site and base station assets:

      Listed by Cascade Number and state of development as shown on the attached
      Spokane District Inventory List Summary.' In summary, the status of
      Spokane sites as of December 23, 1999 follows.

                                      ****

      See attached inventory list for On Air sites.

2.    Switch Assets listed as follows:

      There is one switch in Spokane:
      ****
      Spokane, WA

      See attached inventory list for the switch.

3.    Retail Assets listed as follows:

      SPCS Retail Store:
      11404 E. Sprague
       Spokane, WA 99206
      (509 892 3000)

      SPCS Kiosk:
      4750 N. Division
      Spokane, WA 99207
      (509 484 6782)

      SPCS Field Operations Office:
      11707 E. Sprague, 2nd Floor
      Spokane, WA 99206

      Inventory list to be provided prior to Closing Date.

4.    Spares, test equipment and tools.

            See attached inventory list.

**** Confidential portions omitted and filed separately with the Commission.
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5.    Certain assets which may be physically located in the Spokane BTA but are
      maintained by Sprint PCS as part of its national asset base are not
      included in the transfer. These assets include, for example, the
      following:

                           -Portable generators
                           -Any Cell on Wheels (COW)

6.    The parties agree that the inventory lists provided by Sprint PCS under
      and as part of this exhibit have not been confirmed by a physical
      inventory of the assets by Sprint PCS but simply reflect the asset
      inventories as maintained in the books and records of Sprint PCS. Buyer
      shall assume all risk of any discrepancy between the inventory list as
      provided by Sprint PCS and the actual assets, equipment and spares as may
      be found in the Spokane BTA. Buyer shall have the right of inspection
      prior to Closing as provided for under the Agreement to determine the
      extent, if any, of this risk.

7.    The parties agree that Sprint PCS shall retain ownership and control of
      any cell site located in the Spokane BTA which is (a) owned in fee simple,
      (b) for which Sprint PCS has a ground lease, or (c) for which Sprint PCS
      has the right to co-locate any users of the site in addition to Sprint PCS
      or Manager. For each such site Sprint PCS shall sell the equipment located
      at the site as provided for under the terms of the Agreement and, after
      Closing, Sprint PCS shall lease the site to Manager at market lease rates
      for sites of a similar nature located in the Spokane BTA subject to the
      execution of a Master Lease Agreement between Manager and Sprint Sites
      USA.

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