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                                                                  EXHIBIT 10.3.5

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

 AMENDING THESE AGREEMENTS FURTHER AND RESTATING CERTAIN SECTIONS AND PARAGRAPHS
                                       IN
                              ADDENDA I THROUGH VII

                           DATED AS OF MARCH 16, 2005

MANAGER: HORIZON PERSONAL COMMUNICATIONS, INC.

SERVICE AREA BTAs:  ALLENTOWN, PA (CARBON COUNTY ONLY) # 10
                    ASHTABULA, OH # 21
                    ATHENS, OH # 23
                    BECKLEY, WV # 35
                    BLUEFIELD, WV # 48
                    CANTON-NEW PHILADELPHIA, OH (COSHOCTON COUNTY ONLY) # 65
                    CHARLESTON, WV # 73
                    CHARLOTTESVILLE, VA # 75
                    CHILLICOTHE, OH # 80
                    CINCINNATI, OH (COUNTIES OF ADAMS, BROWN, HIGHLAND,
                    MASON ONLY) # 81
                    CLARKSBURG, WV # 82
                    CUMBERLAND, MD # 100
                    DANVILLE, VA # 104
                    DU BOIS-CLEARFIELD, PA # 117
                    ERIE, PA # 131
                    FAIRMONT, WV # 137
                    HUNTINGTON, WV - ASHLAND, KY # 197
                    JAMESTOWN, NY # 215
                    KINGSPORT, JOHNSON CITY, BRISTOL, TN # 229
                    KNOXVILLE, TN (HAMBLEN COUNTY ONLY) # 232
                    LYNCHBURG, VA # 266
                    MARTINSVILLE, VA # 284
                    MEADVILLE, PA # 287
                    MORGANTOWN, WV # 306
                    NEW YORK, NY (COUNTIES OF PIKE AND SUSSEX ONLY) # 321
                    OIL CITY-FRANKLIN, PA # 328
                    OLEAN, NY # 330

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                    PARKERSBURG, WV - MARIETTA, OH # 342
                    PORTSMOUTH, OH # 359
                    POTTSVILLE, PA # 360
                    ROANOKE, VA # 376
                    SCRANTON-WILKES BARRE, PA # 412
                    SHARON, PA # 416
                    STATE COLLEGE, PA #429
                    STAUNTON-WAYNESBORO, VA # 430
                    STROUDSBURG, PA # 435
                    SUNBURY-SHAMOKIN, PA # 437
                    WILLIAMSPORT, PA # 475
                    ZANESVILLE - CAMBRIDGE, OH # 487

            This Addendum VIII (this "ADDENDUM") contains amendments to the
Sprint PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint
Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark
and Service Mark License Agreement, each of which was entered into on June 8,
1998 by Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications Company
L.P. and Horizon Personal Communications, Inc. After entering into these
agreement, the parties expanded Horizon Personal Communications, Inc.'s Service
Area to include geographic areas covered by Licenses held by WirelessCo, L.P.
PhillieCo, L.P. and APC PCS, LLC. The Management Agreement, Services Agreement
and Trademark License Agreements were amended by:

            (1)   Addendum I dated as of June 8, 1998,

            (2)   Addendum II dated as of August 12, 1999,

            (3)   Addendum III dated as of May 19, 2000,

            (4)   Addendum IV dated as of June 1, 2000,

            (5)   Addendum V dated as of June 1, 2001,

            (6)   Addendum VI dated as of August 16, 2001, and

            (7)   Addendum VII dated as of June 16, 2004.

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

            The terms and provisions of this Addendum control over any
conflicting terms and provisions contained in the Management Agreement, the
Services Agreement, the Trademark License Agreements and the Schedule of
Definitions. The Management Agreement, the Services Agreement, the Trademark
Licenses Agreements, the Schedule of Definitions and all prior addenda continue
in full force and effect, except for express modifications made in this
Addendum. This Addendum does not change the effective date of any prior
amendment made to the Management Agreement, the Services

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Agreement, the Trademark License Agreements or the Schedule of Definitions
through previously executed addenda.

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

            The parties are executing this Addendum as of the date noted above,
but the terms of this Addendum are effective as of January 1, 2005 (the
"EFFECTIVE DATE").

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

A.    NEW AMENDMENTS AND RESTATEMENT OF PREVIOUS AMENDMENTS TO SPRINT PCS
      AGREEMENTS.

                              MANAGEMENT AGREEMENT

      1.    UPDATED SPRINT PARTIES [NEW]. Recital A is amended to read as
follows:

            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, Sprint Telephony PCS, L.P., a
      Delaware limited partnership, and Sprint PCS License, L.L.C., a Delaware
      limited liability company, hold and exercise, directly or indirectly,
      control over licenses to operate wireless services networks.

      2.    MODIFICATION OF SERVICE AREA [NEW]. The parties agree to remove the
Logan, West Virginia # 259 BTA and the Williamson-Pikeville, West Virginia # 474
BTA (collectively, the "Deleted BTAs") from the definition of the Service Area
and from the operation of the Management Agreement, the Services Agreement, and
the related Trademark Services Agreement, effective as of 11:59 p.m. on the date
Addendum VIII is signed. After the date Addendum VIII is signed, Manager will no
longer be responsible for providing Sprint PCS Products and Services in the
Deleted BTAs and will have no further rights, duties or obligations with respect
to the Deleted BTAs under such agreements. After the date Addendum VIII is
signed, Sprint PCS will no longer have any responsibilities or obligations to
Manager under the Management Agreement, the Services Agreement or the related
Trademark License Agreements with respect to the Deleted BTAs. The parties agree
to make, within a commercially reasonable period of time, all appropriate
calculations, adjustments and payments to reflect the business activity related
to the Deleted BTAs for the period before and through the date

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Addendum VIII is signed, including without limitation (a) the payment of fees to
Sprint under the Management Agreement and the Services Agreement and (b) the
payment of fees to Horizon pursuant to Section 10 of the Management Agreement,
giving effect to Addendum VIII for the period after its Effective Date.

      3.    VENDOR PURCHASE AGREEMENTS - SOFTWARE FEES [NEW]. Section 1.3 is
amended to read as follows:

            Insert: "1.3.1 DISCOUNTED VOLUME-BASED PRICING." before the first
      paragraph.

            Insert: "1.3.2 SUBSCRIBER AND INFRASTRUCTURE EQUIPMENT." before the
      second paragraph.

            Insert: "1.3.3 EXCLUSIVE USE." before the third paragraph.

            Add a new section 1.3.4 as follows:

            1.3.4 SOFTWARE FEES.

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

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

            (c)   Manager will arrange independently with a Vendor to obtain a
      license if Sprint PCS cannot reasonably obtain a license for Manager. Any
      license that Manager obtains from the Vendor must require the Vendor
      Software to be tested in Sprint PCS test beds by Sprint PCS and require
      Sprint PCS, not a Vendor or Manager, to push the Vendor Software to the
      Service Area Network unless Sprint PCS otherwise consents in advance in
      writing, in each case, at no cost to Manager. Sprint PCS agrees to test
      the Vendor Software in Sprint PCS test beds within a reasonable period
      after Manager reasonably requests the tests in writing.

            (d)   Sprint PCS will:

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

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

            The notice by Sprint PCS will include the material terms and
      conditions of any such agreement or negotiations to the extent known at
      the time of the notice, including the network elements to be covered by
      the right to use the Vendor Software. Manager must notify Sprint PCS in
      writing within 30 days after receiving the notice described in the first
      sentence of this section 1.3.4(d) if Manager wants Sprint PCS to attempt
      to obtain or continue the right for Manager to use the Vendor Software.
      Sprint PCS will renew or negotiate the agreement as if Manager will not be
      a user of the Vendor Software if Manager does not provide notice to Sprint
      PCS within the 30-day period. However, Sprint PCS may obtain pricing from
      a Vendor for the Vendor Software that includes Manager as a user if
      obtaining the pricing does not obligate Manager to be a user.

            Sprint PCS will advise Manager from time to time of the status of
      the Software negotiations if Manager requested Sprint PCS to obtain or
      continue the right for Manager to use the Vendor Software under Sprint
      PCS' agreement with a Vendor. Sprint PCS will use reasonable efforts to
      give Manager notice of the final pricing for the right to use the Vendor
      Software no less than 20 days before the expected execution or renewal of
      the agreement; provided that, in any event, Sprint PCS will give Manager
      notice of the final pricing no less than 5 Business Days before the
      expected execution or renewal of the agreement. If necessary, Manager
      agrees to use commercially reasonable efforts to enter into a
      nondisclosure agreement with a Vendor to facilitate providing such final
      pricing to Manager.

            Manager may give Sprint PCS notice by the time set forth in Sprint
      PCS' notice to Manager (which time will not be less than 10 Business Days)
      that Manager does not intend to use the Vendor Software through the
      agreement between Sprint PCS and a Vendor. If Manager does not give this
      final notice to Sprint PCS, Manager is deemed to agree to be a user of the
      Vendor Software through the agreement between Sprint PCS and a Vendor and
      will pay the Allocable Software Fee (as defined below). Within 15 Business
      Days prior to execution of an agreement between Sprint PCS and a Vendor,
      Sprint PCS will

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      provide to Manager a forecast of Manager's estimated Allocable Software
      Fee, the estimated payment due dates relating to the Allocable Software
      Fee, and the proportion of Manager's Allocable Software Fee forecast to be
      due on each payment due date, all based on the then-current status of
      negotiations between Sprint PCS and the Vendor.

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

            If Manager accepts the Vendor Software, Sprint will (i) give Manager
      Manager's proportional share of any cash benefits relating specifically to
      the Vendor Software that Sprint PCS obtains from a Vendor, and (ii) to the
      extent the other benefits are available practically to be divided, Sprint
      PCS will use commercially reasonable efforts to provide Manager with its
      proportional share of the other benefits, including training, relating
      specifically to the Vendor Software.

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

                        (i)   Manager has not taken the action described in
                  paragraph (d) above to decline obtaining the right to use the
                  Vendor Software through the agreement between Sprint PCS and a
                  Vendor, and

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

            Otherwise, Manager will not be charged the Allocable Software Fee.

            Manager will pay Sprint PCS the Allocable Software Fee within 30
      days after receipt of an invoice in the event that clauses (i) and (ii) of
      section 1.3.4(e) above are satisfied. Sprint PCS will invoice Manager only
      after Sprint PCS pays the underlying Software Fee to a Vendor. The
      Allocable Software Fee will not include any amount for Software that is
      the same as or functionally equivalent to any Software (y) that is a
      component of any service for which a fee is charged under the Services
      Agreement or (z) for which Sprint PCS otherwise charges Manager under this
      agreement.

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            Sprint PCS will calculate the "ALLOCABLE SOFTWARE FEE" as follows:

                  For each Vendor, multiply:

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

                        (ii)  the quotient of:

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

                              (B) the number of Customers and Reseller Customers
                        that are assigned to all systems using the Vendor
                        Software, as reported in the most recent monthly report
                        that Sprint PCS issues before the date that Sprint PCS
                        prepares an Allocable Software Fee invoice.

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

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

                        (i)   notifies Sprint PCS in writing within the periods
                  allowed in section 1.3.4(d) that Manager declines to have
                  Sprint PCS obtain a right for Manager to use the Vendor
                  Software or that it does not intend to use the Vendor
                  Software,

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

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

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

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

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

                        (iii) the Vendor Software covered by Manager's license
                  provides the usage and functionality necessary for Manager to
                  operate the Service Area Network in compliance with the Sprint
                  PCS Technical Program Requirements, and

                        (iv)  the Vendor Software may be tested in Sprint PCS
                  test beds by Sprint PCS and will be pushed to the Service Area
                  Network by Sprint PCS, not a Vendor or Manager, unless Sprint
                  PCS otherwise consents in advance in writing, in each case, at
                  no cost to Manager. Sprint PCS agrees to test the Vendor
                  Software in Sprint PCS test beds within a reasonable period
                  after Manager reasonably requests in writing.

            (i)   Notwithstanding any provision in this section 1.3.4 to the
      contrary, Sprint PCS shall not charge or allocate to Manager, directly or
      indirectly, any Allocable Software Fee or any other fee with respect to
      the software which Manager has obtained, or will obtain, from Nortel
      Networks, Inc., pursuant to the Purchase and License Agreement, between
      Manager and Nortel, dated January 11, 2005, with respect to 2005 and 2006.

      4.    INTERCONNECTION [NEW]. Section 1.4 is amended to read as follows:

            If Manager desires to interconnect a portion of the Service Area
      Network with another carrier and Sprint PCS can interconnect with that
      carrier at a lower rate, then to the extent that applicable laws, tariffs
      and agreements permit, Sprint

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      PCS will use commercially reasonable efforts to arrange for the
      interconnection under its agreements with the carrier within a
      commercially reasonable period. Sprint PCS will bill the interconnection
      fees to Manager at actual cost.

      5.    FORECASTING [NEW]. Section 1.6 is amended to read as follows:

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

      6.    FINANCING PLAN [NEW, ADDM II, SECTION 6, ADDM III, SECTION 1 AND
ADDM IV, SECTION 4].

            (a)   Section 51 through 54 of Addendum I are deleted.

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

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

            (c)   Exhibit 1.7 attached to this Addendum supercedes and replaces
      Exhibit 1.7 attached to Addendum III.

            (d)   Manager agrees to give Sprint PCS a copy of all financial
      information Manager gives the Administrative Agent or any Lender.

      7.    INFORMATION [NEW]. A new section 1.9 is added to the Management
Agreement.

            1.9   ACCESS TO INFORMATION.

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

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      monitoring, recording or receipt of the information is accomplished in a
      manner that:

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

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

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

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

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

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

                        (vii) Does not result in a material breach of any
                  agreement regarding the information (e.g., national security
                  agreements).

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

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

                  1.9.2 CUSTOMER INFORMATION. Manager is entitled to receive
      information Sprint PCS accesses, monitors, compiles, records or

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      receives concerning the Service Area Network or the Customers with
      NPA-NXXs assigned to Manager's Service Area, subject to the terms of this
      section 1.9.2 and section 1.9.3 and Manager's compliance with CPNI
      requirements and any other legal requirements applicable to the
      information.

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

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

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

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

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

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

                  Sprint PCS owns the information regarding the Customers. Each
      of Manager and Sprint PCS may use the information obtained under this
      section 1.9.2 during the term of and after termination of this agreement,
      the Services Agreement and the Trademark License Agreements so long as the
      use would be in accordance with those agreements if those agreements were
      still in effect.

            1.9.3 LIMITATIONS AND OBLIGATIONS. Sprint PCS does not have to
      provide any information that Manager reasonably requests under this
      agreement or the Services Agreement that:

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

                        (ii)  Sprint PCS no longer maintains, consistent with
                  Sprint PCS' document retention policy,

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

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

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

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

            1.9.4 CONTRACTS. Sprint PCS will disclose to Manager the relevant
      terms and conditions of any agreement and amendment between Sprint PCS and
      any third party, including National Third Party Retail Agreements and
      handset vendor agreements, and any agreement and amendment between Sprint
      PCS and its Related Parties:

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

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

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

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

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

            Sprint PCS will provide a copy of the agreement to Manager to the
      extent permissible by the terms of the agreement within 30 days after
      execution of the agreement. Sprint PCS will allow Manager or its
      representatives to review a copy of the agreement to the extent
      permissible by the agreement if the agreement prohibits Sprint PCS from
      providing Manager a copy. Sprint PCS will satisfy the requirements of this
      section 1.9.4 if it chooses to provide a copy of the agreement in
      electronic form on a server that Sprint PCS designates. Sprint PCS will
      use commercially reasonable efforts to obtain the right from the third
      party, if required, to provide a complete copy to Manager of any agreement
      between Sprint PCS and any third party of the type described in this
      section 1.9.4.

      8.    MOST FAVORED NATION [NEW]. A new section 1.10 is added to the
Management Agreement:

            1.10  SUBSEQUENT AMENDMENTS TO OTHER MANAGERS' MANAGEMENT AGREEMENTS
      AND SERVICES AGREEMENTS. Manager has the right to amend the terms in its
      Management Agreement and Services Agreement as described in this section
      1.10 if during the period beginning on the date of Addendum VIII and
      ending December 31, 2006, any of the terms of a 3M-pops Manager's
      Management Agreement or Services Agreement are amended in any manner for
      any reason to be more favorable to the 3M-pops Manager than the terms of
      Manager's Management Agreement or Services Agreement are to Manager,
      subject to the following:

                  (a)   Manager must elect to accept all, but not less than all,
            of the terms of the 3M-pops Manager's Management Agreement and
            Services Agreement agreed to since the Effective Date (collectively,
            but excluding the changes described in paragraphs (b) and (c) below,
            the "OVERALL CHANGES"),

                  (b)   Manager will not be required to accept any changes
            involving payment of specific disputed amounts arising under the
            Management Agreement or Services Agreement of the 3M-pops Manager,
            and

                  (c)   No amendments in Manager's Management Agreement and
            Services Agreement will be made to reflect changes made in a 3M-pops
            Manager's Management Agreement and Services Agreement if such
            changes:

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                        (i)   are made solely because the 3M-pops Manager owns
                  spectrum on which all or a portion of its network operates,
                  unless the 3M-pops Manager acquired this spectrum from Sprint
                  PCS or its Related Parties after the Effective Date, or

                        (ii)  are compelled by a law, rule or regulation that
                  applies to the 3M-pops Manager, but not to Manager,

                        (iii) relate to unique terms or conditions, or

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

            Sprint PCS will prepare and deliver to Manager either an addendum
      containing the Overall Changes that have been made to the 3M-pops
      Manager's agreements in all of its addenda or copies of the 3M-pops
      Manager's amended and restated Management Agreement, Services Agreement
      and Trademark License Agreements (in each case redacted to protect the
      identity of the 3M-pops Manager) within 10 Business Days after the later
      of the effective date expressly stated in the addendum or other instrument
      containing these changes and the date of the addendum or other instrument.
      Manager then has 30 days to notify Sprint PCS that Manager wants the
      Overall Changes. If Sprint PCS provides Manager with redacted copies of
      the documents as permitted in the first sentence of this paragraph, then
      upon Manager's request made within 10 days after Sprint PCS delivers the
      documents, Sprint PCS will prepare and deliver an addendum containing the
      Overall Changes within 10 days after Manager's request, and Manager then
      has 10 days to notify Sprint PCS that Manager wants the Overall Changes.
      For purposes of clarification, if the amendment or other instrument
      between Sprint PCS and the 3M-pops Manager provides or defines a specific
      date that is the effective date of that amendment or other instrument then
      the 10 Business Day period will begin on that specific date.

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

            If Manager notifies Sprint PCS within the 30-day period in writing
      that it wants the Overall Changes, Sprint PCS will prepare, execute and
      deliver to Manager an addendum reflecting the Overall Changes. The new
      addendum will have the same effective date as the addendum or the restated
      Management Agreement, Services Agreement and Trademark License Agreements
      between Sprint PCS and the 3M-pops Manager that gave rise to the new
      addendum. For purposes of clarification, if the

                                       14
<PAGE>

      addendum or other instrument between Sprint PCS and the 3M-pops Manager
      provides or defines a specific date that is the effective date of that
      addendum or other instrument then the effective date of the new addendum
      will be the same as that specific date. Manager will have 15 days to
      review the new addendum and notify Sprint PCS if Manager determines any
      inaccuracies are reflected in the new addendum. Sprint will correct those
      inaccuracies and provide a corrected new addendum to Manager within 10
      Business Days after Manager's notification.

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

            If Manager and Sprint PCS disagree as to whether the terms of the
      signed addendum accurately reflect the Overall Changes, then the parties
      will submit to binding arbitration in accordance with section 14.2,
      excluding the escalation process set forth in section 14.1. If the arbiter
      rules in favor of Manager, then Sprint PCS will make changes to the signed
      addendum that are necessary to reflect the arbiter's ruling and submit the
      revised signed addendum to Manager within 10 days after receipt of the
      arbiter's ruling. If the arbiter rules in favor of Sprint PCS, then
      Manager will have 10 Business Days to either: (i) execute the signed
      addendum as proffered to Manager or (ii) decline to accept the addendum
      and pay all of Sprint PCS' expenses and reasonable attorneys' fees related
      to the arbitration.

            The parties acknowledge that Sprint PCS can disclose to Manager who
      the 3M-pops Manager is that gave rise to the proposed addendum only if the
      3M-pops Manager agrees to the disclosure.

            Sprint PCS represents and warrants that the draft of Addendum VIII
      presented to Manager on March 1, 2005 was the then-current version of a
      pricing simplification addendum entered into by Sprint PCS with any other
      3M-pops Manager and that there have been no subsequent agreements between
      Sprint PCS and 3M-pops Managers relative to their price simplification
      addenda. In some instances, Sprint PCS has given Manager the option to
      choose between different approaches taken by 3M-pops Managers in their
      price simplification addenda.

      9.    MODIFICATION OF BUILD-OUT PLAN [ADDM VI, SECTION 3 AND NEW]. The
Build-out Table and narrative description attached to Addendum VI supersede the
Build-out Table and narrative description attached to Addendum V. The Build-out
Plan attached as Exhibit C to Addendum VII replaces in its entirety the
Build-out Plan attached to

                                       15
<PAGE>

Addendum V. The revised Build-out Plan deletes both the Option Sites and the
Omitted Sites (as defined in Addendum VII) and the sites deleted by the March
12, 2003 Letter Agreement. Sprint PCS hereby acknowledges and agrees that
Manager has satisfied all of its required network build-out requirements under
Exhibit 2.1 of the Management Agreement, as modified by the March 12, 2003
Letter Agreement, Addendum VII and this Addendum.

      10.   EXCLUSIVITY OF SERVICE AREA [ADDM V, SECTION 5; REVISED BY THIS
ADDENDUM]. In section 2.3 and the Schedule of Definitions, the phrase "wireless
mobility communications network" is replaced by the phrase "Wireless Mobility
Communications Network".

      11.   COVERAGE ENHANCEMENT [NEW]. Section 2.5 is amended and restated in
its entirety to read as follows:

            2.5   MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW COVERAGE BUILD-OUT.
      If Sprint PCS desires New Coverage to be built out, then Sprint PCS will
      grant to Manager the right of first refusal to build-out that New
      Coverage. Sprint PCS will give to Manager a written notice of a New
      Coverage within the Service Area that Sprint PCS decides should be
      built-out. Manager must communicate to Sprint PCS within 90 days after
      receipt of the notice whether it will build-out the New Coverage,
      otherwise Manager's right of first refusal terminates with regard to the
      New Coverage described in the notice.

            Manager may build out additional coverage in the Service Area that
      is not required under the Build-out Plan by giving Sprint PCS notice of
      such election, except that Manager may not build out coverage for which
      its right of first refusal has terminated pursuant to this section 2.5.

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

            If Manager declines to exercise its right of first refusal or
      Manager fails to build out the New Coverage in accordance with the amended
      Build-out Plan, then Sprint PCS may construct the New Coverage itself or

                                       16
<PAGE>

      allow a Sprint PCS Related Party, an Other Manager or another third party
      to construct the New Coverage on terms and conditions that are no more
      favorable than those that were offered to and rejected by Manager. If (x)
      neither Sprint PCS, a Sprint PCS Related Party, any Other Manager or any
      other third party (with respect to such Other Manager or third party, on
      terms and conditions that are no more favorable than those that were
      offered to and rejected by Manager) commits to build-out the New Coverage
      within 150 days after the original communication to Manager with respect
      thereto, or (y) more favorable terms and conditions than those that were
      offered to and rejected by Manager are offered to any Other Manager or
      other third party to build-out the New Coverage, then any build-out of the
      New Coverage will again be subject to Manager's right of first refusal
      (and, if applicable, on such more favorable terms and conditions).

            Sprint PCS has the right, in a New Coverage that it constructs or
      that is constructed by a Sprint PCS Related Party, an Other Manager or
      another third party, to manage the network, allow a Sprint PCS Related
      Party to manage the network, or hire an Other Manager or other third party
      to operate the network in the New Coverage. Any New Coverage that Sprint
      PCS, a Sprint PCS Related Party, an Other Manager or another 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 Coverage, Manager's right of first refusal does not terminate
      with respect to the remainder of the Service Area.

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

      12.   MICROWAVE RELOCATION [ADDM III, SECTION 16; REVISED BY THIS
ADDENDUM]. Section 8 of Addendum I and section 5 of Addendum II are deleted.
Additionally, the last sentence of section 2.7 is amended to read as follows:

      With respect to BTAs in the Expansion Area (as defined in section 3 of
      Addendum III), Manager agrees that, upon receipt of an invoice by Sprint
      PCS, Manager will pay one-half of any expenses incurred by Sprint PCS for
      the relocation of any microwave paths in such BTAs.

      13.   SPRINT PCS PRODUCTS AND SERVICES [NEW].

      (a)   The following paragraph is added at the end of section 3.1 of the
Management Agreement:

                                       17
<PAGE>

            To facilitate Manager's performance of its obligations under this
            agreement, Sprint PCS will use commercially reasonable efforts to
            provide adequate quantities of any equipment necessary for Manager
            to offer for sale, promote and support the Sprint PCS Products and
            Services.

      (b)   Section 3.2 (Other Products and Services) is amended and restated in
its entirety as follows:

            3.2   OTHER PRODUCTS AND SERVICES. (a) Manager may offer wireless
products and services that are not Sprint PCS Products and Services on terms
Manager determines if such additional products and services:

                  (i)   do not violate the obligations of Manager under this
agreement;

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

                  (iii) comply with the Trademark License Agreements; and

                  (iv)  do not materially impede the development of the Sprint
PCS Network.

      Manager will not offer any products or services under this section 3.2
that: (i) are confusingly similar to Sprint PCS Products and Services or (ii)
Sprint PCS plans to introduce as Sprint PCS Products and Services within 6
months following the date of Manager's notice described in section 3.2(b) below
and that are confusingly similar to Sprint PCS Products and Services.

      (b)   Manager must provide Sprint PCS notice that it intends to offer a
product or service and request that Sprint PCS determine whether Sprint PCS
considers the new product or service to be confusingly similar to any Sprint PCS
Products and Services and whether Sprint PCS plans to introduce the same or a
confusingly similar product or service within 6 months after the date of
Manager's notice.

      (c)   If Sprint PCS fails to respond to Manager within 30 days after
receiving Manager's notice, then the new product or service is deemed to create
confusion with the Sprint PCS Products and Services or Sprint PCS intends to
introduce the same or a confusingly similar product or service within 6 months
after the date of Manager's notice; and therefore, Manager's request is denied.
If Sprint PCS rejects Manager's 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. If
Manager disagrees with Sprint PCS' reasons for the rejection, the parties will
resolve the matter through the dispute resolution process in section 14.

                                       18
<PAGE>

      (d)   If Sprint PCS responds that such product or service is not
confusingly similar to any Sprint PCS Product or Service and that it does not
intend to introduce the same or a confusingly similar product or service within
6 months after the date of Manager's notice, then Manager may introduce its new
product or service, and Manager will have no obligation to refrain from selling
such product or service if Sprint PCS begins to sell the same or a confusingly
similar product or service. In addition, if Sprint PCS notifies Manager that it
plans to introduce the same or a confusingly similar product or service within 6
months after the date of Manager's notice and fails to introduce such same or
confusingly similar product or service within such 6-month period, then Manager
may introduce such product or service, and Manager will have no obligation to
refrain from selling such product or service if Sprint PCS begins to sell the
same or a confusingly similar product or service.

      14.   LONG DISTANCE PRICING [NEW]. Section 9 of Addendum I and section 7
of Addendum II are deleted. Additionally, section 3.4 of the Management
Agreement is amended and restated in its entirety to read as follows:

            3.4   IXC SERVICES.

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

            3.4.2. LONG DISTANCE SERVICES

            (a) Required purchase. Manager must obtain (i) long-distance
      telephony services through Sprint PCS or its Related Parties to provide
      long-distance service to users of the Sprint PCS Network and (ii)
      telephony services through Sprint PCS or its Related Parties to connect
      the Service Area Network with the national platforms that Sprint PCS uses
      to provide services to Manager under this agreement or the Services
      Agreement. The term "long distance telephony service" means any inter-LATA
      call for purposes of this section 3.4.2 as it relates to long-distance
      telephony services provided to users of the Sprint PCS Network.

                                       19
<PAGE>

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

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

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

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

                                       20
<PAGE>

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

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

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

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

            (f) Sprint Rural Alliance Program. The rights and obligations of
      Manager, if any, for the provision of long distance telephony services for
      Sprint Rural Alliance program participants will be set forth in a separate
      agreement.

      15.   VOLUNTARY RESALE OF PRODUCTS AND SERVICES [ADDM I, SECTION 10].
Section 10 of Addendum I is deleted. Schedule 1 attached to this Addendum
replaces and supersedes the heading, preamble, general terms and all attachments
to the Program Requirement 3.5.2 dated August 13, 2002, which is labeled
"Exhibit 3.5.2 Program Requirement for Voluntary Resale of Products and Services
By Voluntary Resellers Under the Private Label Solutions Program". Program
Requirement 3.5.2 - VMU which is labeled "Exhibit 3.5.2 - VMU Program
Requirements for Voluntary Resale of Products and Services by Virgin Mobile USA,
LLC (version 7/07/02)" is superseded by "Program Requirement 3.5.2 - Program
Requirements for Resale of Products and Services By Virgin Mobile USA, LLC (Date
Published 9/30/04)".

      Section 3.5.2 to the Management Agreement is amended and restated in its
entirety to read as follows:

            3.5.2 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 (such
      arrangement, a "RESALE ARRANGEMENT"), except Sprint PCS may permit the
      resellers to use the Brands for limited purposes related to the resale of
      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. Other terms
      of the resale program are governed by Program Requirement 3.5.2.

                                       21
<PAGE>

            (a)   Existing Resale Arrangements. Manager will participate in all
      Resale Arrangements that were entered into by Sprint PCS prior to April 1,
      2004, including Previously Declined Resale Arrangements (as defined below)
      (collectively, the "EXISTING RESALE ARRANGEMENTS"), and the Existing
      Resale Arrangements will be governed by Program Requirement 3.5.2 as
      amended by this Addendum VIII. Compensation for Manager's participation in
      the Existing Resale Arrangements will be paid to Manager in accordance
      with section 10.4.1.1(a)(i) of this agreement, unless compensation was
      otherwise negotiated between Manager and Sprint PCS (e.g., Virgin Mobile
      USA). "PREVIOUSLY DECLINED RESALE ARRANGEMENTS" means Resale Arrangements
      between Sprint PCS and the following resellers: Vartec Telecom, Inc.,
      ZefCom, L.L.C., Working Assets Funding Service, Inc., Wherify Wireless,
      Inc., QUALCOMM Incorporated, Star Number, Inc., Telco Group, Inc.,
      TRANZACT, Hal Inc., Wireless Retail Inc., Phonetec, L.P., Qwest Wireless,
      LLC, and TracFone Wireless, Inc.

            (b)   Required Resale Arrangements. Subject to the limitations set
      forth in clause (c) below and in section 10.4.1.1(b) of this agreement,
      Manager will participate in (i) all new Resale Arrangements entered into
      by Sprint PCS during the Required Resale Participation Period
      (collectively, the "NEW RESALE ARRANGEMENTS") and (ii) all Existing Resale
      Arrangements and New Resale Arrangements that are renewed or extended
      during the Required Resale Participation Period (collectively, the
      "RENEWED RESALE ARRANGEMENTS", and together with the New Resale
      Arrangements, the "REQUIRED RESALE ARRANGEMENTS"), in all cases with
      compensation being paid to Manager as set forth in section
      10.4.1.1(a)(iii) or (iv), whichever is applicable. Sprint PCS agrees that
      the compensation, payment and other terms and conditions under each Resale
      Arrangement entered into, renewed or extended during the Required Resale
      Participation Period will be the same as the compensation, payment and
      other terms and conditions applicable to Sprint PCS and each Other Manager
      with respect to such reseller. Manager will have access to the relevant
      terms of any Resale Arrangement as provided in section 1.9.4 of this
      agreement. For purposes of determining renewals and extensions of Resale
      Arrangements under this Agreement, including without limitation for
      purposes of section 10.4.1.1(c)(iii), if a Resale Arrangement does not
      expressly state an initial term, then the arrangement shall be deemed to
      have a five-year initial term, and if a Resale Arrangement states an
      initial term in excess of ten years, then the arrangement shall be deemed
      to have a ten-year initial term, in each case, after which term such
      arrangement will be deemed to be up for renewal or extension.

            (c)   Limitations. Manager may decline to participate in any
      Required Resale Arrangement (including any renewal periods or extensions
      of Existing Resale Arrangements or New Resale Arrangements) unless the
      material terms and conditions of the Resale Arrangement, including the per
      minute Reseller Customer Fees and the per kilobyte Reseller Customer Fees
      to be paid to

                                       22
<PAGE>

      Manager, at all times are at least as favorable to Manager as the material
      terms and conditions of that certain MVNO Support Agreement, dated as of
      May 12, 2004 (the "AT&T ARRANGEMENT"), by and between Sprint Spectrum L.P.
      and AT&T Corp., giving effect to any changes to such terms and conditions
      that occur by virtue of the terms and conditions of the AT&T Arrangement.
      The parties acknowledge that the AT&T Arrangement has been terminated, but
      its material terms and conditions remain as the floor threshold for
      purposes of determining Manager's right to decline to participate in a
      Required Resale Arrangement pursuant to this section 3.5.2(c). Sprint PCS
      will give Manager written notice of any changes to the floor threshold
      that occur by virtue of the terms and conditions of the AT&T Arrangement.

            Except as set forth in section 10.4.1.1(c) below, Manager will have
      no obligation to participate in any Required Resale Arrangement after the
      Required Resale Participation Period.

            The Resale Arrangement between Sprint PCS and Virgin Mobile USA will
      be treated as a New Resale Arrangement and subject to the compensation set
      forth in section 10.4.1.1(a)(iii) or (iv), whichever is applicable, if
      continued after the expiration of the initial term of the arrangement.

            Additionally, Manager may decline to continue to participate in any
      Resale Arrangement after the initial term of that arrangement if such
      arrangement is renewed or extended prior to its contractual renewal date
      and before December 31, 2006.

            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.

      16.   NON-COMPETITION [ADDM I, SECTION 11]. Section 3.6 is amended to read
as follows:

            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 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 under section 3.2, except no brand
      of a significant competitor of Sprint PCS in the telecommunications
      business may be used by Manager on these products and services, except
      that, if a Related Party of Manager offers a product or service of a
      significant competitor of Sprint PCS or its Related Parties in the

                                       23
<PAGE>

      telecommunications business, then Manager may not allow such Related Party
      of Manager to offer any Sprint PCS Products or Services;

            (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'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
      customer's 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.

      17.   INTRA-LATA CALLS AND BACKHAUL SERVICES [NEW]. Section 12 of Addendum
I and section 8 of Addendum II are deleted. Additionally, section 3.7 is amended
in its entirety to read as follows:

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

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

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

                        (ii)  Sprint PCS or one of its Related Parties has
                  provided evidence to Manager that SCCLP or one of its

                                       24
<PAGE>

                  Related Parties has facilities to provide the capacity
                  requested.

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

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

      18.   SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS.
[NEW]. Section 13 of Addendum I and section 2(g) of Addendum II are deleted.
Additionally, the second paragraph of section 4.3 is amended to read as follows:

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

      19.   USE OF BRANDS [ADDM I, SECTION 14]. A new section 5.1(e) is added to
the Management Agreement:

            (e)   Sprint and Sprint Spectrum agree to provide Manager with the
      use of the Brands during the Term of this agreement under the terms of the
      Trademark License Agreements.

      20.   IN-TERRITORY ADVERTISING AND PROMOTION [ADDM I, SECTION 15]. The
following sentence is added at the end of section 6.2:

            Any such cooperative advertising arrangements will be commercially
      reasonable and will be consistently applied to Sprint PCS and to manager
      and the Other Managers.

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<PAGE>

      21.   CONFORMANCE TO SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS [ADDM I,
SECTION 16]. The first sentence of section 7.1(b) is replaced by the following
sentence:

            Manager must demonstrate to Sprint PCS reasonable satisfaction 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.

      22.   ESTABLISHMENT OF SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS [ADDM I,
SECTION 17]. The last sentence of section 7.2 is amended to read as follows:

            Sprint PCS has selected code division multiple access as the initial
      air interface technology for the Sprint PCS Network.

      23.   CHANGES TO PROGRAM REQUIREMENTS [NEW]. Sections 19, 20 and 21 of
Addendum I are deleted.

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

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

      (b)   Section 9.3 is amended in its entirety to read as follows:

      9.3   MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

            9.3.1 PARAMETERS FOR REQUIRED PROGRAM REQUIREMENT IMPLEMENTATION.
      (a) Manager may, without being in default of this Agreement, decline to
      implement a Non-Capital Program Requirement Change if Manager determines
      that the Non-Capital Program Requirement Change will satisfy any of the
      following tests:

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

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

                                       26
<PAGE>

                  to be an amount greater than 5% of Manager's Ultimate Parent's
                  Enterprise Value, or

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

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

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

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

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

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

            (b)   Manager may, without being in default of this agreement,
      decline to implement any Capital Program Requirement Change if Manager
      determines that the Capital Program Requirement Change will satisfy any of
      the following tests:

                                       27
<PAGE>

                        (A)   have a negative net present value applying a
                  5-year discounted cash flow model, or

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

                        (C)   when combined with original assessments made under
                  clause (B) above of all other Program Requirement Changes that
                  Sprint PCS announced and Manager agreed to implement or
                  Manager otherwise was required to implement in accordance with
                  sections 9.3.1(c), 9.3.3 and 9.3.4, both within the preceding
                  12 calendar months, cause the combined cumulative peak
                  negative cash flow of Manager to be an amount greater than 5%
                  of Manager's Ultimate Parent's Enterprise Value.

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

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

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

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

            Manager must implement a Capital Program Requirement Change if:

                        (i)   the capital requirement associated with such
                  Program Requirement Change is for a network capacity expansion
                  due to a change in a service plan, provided that implementing
                  the Program Requirement Change will not

                                       28
<PAGE>

                  exceed any of the parameters described in section 9.3.1(a), or

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

            If Manager has the right to decline a Program Requirement Change,
      Sprint PCS may modify the scope of the Program Requirement Change in all
      or certain of Manager's markets to create a positive net present value for
      the entire Program Requirement Change, and Manager will implement the
      modified Program Requirement Change. Section 9.3.2 governs any
      disagreement between the parties regarding the determination of the net
      present value of a Program Requirement Change.

            Upon giving Manager notice of a Program Requirement Change, Sprint
      PCS will provide Manager with Sprint PCS's business analysis setting forth
      the reasons for such change, key assumptions used by Sprint PCS, and any
      other information reasonably requested by Manager.

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

            The parties will mutually select an independent investment banker in
      the wireless telecommunications industry ("INVESTMENT BANKER") to
      determine whether the implementation of the Program Requirement Change
      will exceed one of the parameters if Sprint PCS and Manager are unable to
      agree on the assumptions and methodology to perform the calculations
      within 30 days after Sprint PCS notifies Manager of the disagreement. The
      American Arbitration Association will select the Investment Banker if the
      parties do not select the Investment Banker within 50 days after Sprint
      PCS notifies Manager of the disagreement. Sprint PCS and Manager will
      cooperate fully and provide all information that the Investment Banker
      reasonably requests. But any Investment Banker that the American
      Arbitration Association selects, and its investment bank, must have no
      current engagement with either Manager

                                       29
<PAGE>

      or Sprint PCS and must not have been engaged by either such party within
      the 12 calendar months preceding the engagement under this section. A
      business relationship between Manager or Sprint PCS and a commercial bank
      or other organization affiliated with an investment bank will not
      disqualify the investment bank. The Investment Banker will have 20 days
      from the date of engagement to make its decision.

            Manager will pay any Investment Banker's fees and implement the
      Program Requirement Change if the parties agree or the Investment Banker
      determines that implementing the Program Requirement Change will not
      exceed any of the parameters described in section 9.3.1.

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

            9.3.4 CHANGES WITH RESPECT TO PRICING PLANS AND ROAMING PROGRAM
      REQUIREMENTS. Manager will implement a change with respect to the
      following in the manner requested by Sprint PCS, even if Manager
      determines that implementing the change will have an adverse impact on
      Manager that meets or exceeds the tests set forth in section 9.3.1(a) or
      section 9.3.1(b):

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

                        (ii)  Sprint PCS reasonably determines must be
                  implemented on an immediate or expedited basis to respond to
                  specific, identifiable developments in the competitive market
                  forces.

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

                                       30
<PAGE>

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

                        (ii) terminate its continued compliance with the change
                  and compensate Manager in the amount necessary to reimburse
                  Manager for any reasonable costs, expenses or losses that
                  Manager incurs as a result of its implementation of the change
                  net of any benefit that Manager receives.

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

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

            9.7 REVIEW OF PROGRAM REQUIREMENTS; UNILATERAL CHANGES.

                        Sprint PCS intends that any change to a Program
            Requirement will be in the best interests of Sprint PCS and Manager.

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

                                       31
<PAGE>

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

            9.8 BREACH FOR FAILURE TO IMPLEMENT PROGRAM REQUIREMENTS.

            Manager will be in material breach of a material term and Sprint PCS
      may exercise its rights under section 11 if Manager willfully refuses to
      implement a Program Requirement when required to do so under this
      agreement.

      24.   FEES [NEW]. (a) Sections 22 and 23 of Addendum I are deleted.

      (b)   Article 10 of the Management Agreement is amended to read as
follows:

                                    10. FEES

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

            10.2 FEES.

                  10.2.1 FEE BASED ON BILLED REVENUE. Sprint PCS will pay to
      Manager the Fee Based on Billed Revenue as determined in this section
      10.2.1.

                  "BILLED REVENUE" is all customer account activity (e.g., all
      activity billed, attributed or otherwise reflected in the customer account
      but not including Customer Credits) during the calendar month for which
      the fees and payments are being calculated (the "BILLED MONTH") for Sprint
      PCS Products and Services related to all Customer accounts within a
      customer service area ("CSA") assigned to the Service Area, except (i)
      Outbound Roaming Fees, (ii) amounts handled separately in this section 10
      (including the amounts in sections 10.2.3 through 10.2.6, 10.4 and 10.8),
      (iii) amounts collected from Customers and paid to governmental or
      regulatory authorities (e.g., Customer Taxes and USF Charges), and (iv)
      other amounts identified in this agreement as not included in Billed
      Revenue (these Customer accounts being "MANAGER ACCOUNTS"). Within 30 days
      after signing Addendum VIII, Sprint PCS will provide Manager with a list
      of all revenue accounts included in Billed Revenue, and Sprint PCS will,
      as soon as reasonably practicable, provide Manager with updates to that
      list as it changes.

                  Billed Revenue does not include new activity billed to the
      Customer solely to recover costs incurred by Sprint PCS, Manager or both

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<PAGE>

      related solely to such new activity. Manager and Sprint PCS will share the
      revenues from this billing in proportion to the costs they incur. Any
      amounts recovered in excess of costs incurred will be considered Billed
      Revenue.

                  For purposes of clarification, Sprint PCS currently assigns
      Customers to CSAs based on customer billing addresses and expects that
      procedure to remain in place after the Effective Date.

                  If Sprint PCS or Manager develops products or services that
      bundle Sprint PCS Products and Services with other products or services
      (e.g., local service or broadband wireline service), then Sprint PCS and
      Manager will use commercially reasonable efforts to agree on the proper
      allocation of revenue, bad debt expenses, credits and promotions for the
      bundled products and services.

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

                  "NET BILLED REVENUE" for a Billed Month is the amount of the
      Billed Revenue less the Customer Credits.

                  The "FEE BASED ON BILLED REVENUE" for a Billed Month is equal
      to 92% of (a) Net Billed Revenue, less (b) the Allocated Write-offs for
      Net Billed Revenue.

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

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

                                       33
<PAGE>

      billed to Customers related to Phase II E911 and the portion payable to
      Manager.

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

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

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

            10.3 DEFINITIONS USED IN FEE CALCULATIONS

                  10.3.1 WRITE-OFFS. Sprint PCS will determine the amounts
      written off net of deposits applied and net of recoveries (the
      "WRITE-OFFS") in the Sprint PCS billing system during the Billed Month
      relating to Manager Accounts.

                  10.3.2 BILLED COMPONENTS. Each of the following amounts is
      referred to as a "BILLED COMPONENT" and collectively they are referred to
      as the "BILLED COMPONENTS".

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

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

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<PAGE>

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

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

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

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

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

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

                  10.3.3 AMOUNT BILLED (NET OF CUSTOMER CREDITS). The "AMOUNT
      BILLED (NET OF CUSTOMER CREDITS)" for a Billed Month is equal to the sum
      of the Billed Components.

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

            10.4 OTHER FEES AND PAYMENTS. Sprint PCS and Manager will pay to
      each other the fees and payments described below:

                  10.4.1 INTER SERVICE AREA FEES AND RESELLER CUSTOMER FEES.

                        10.4.1.1Inter Service Area Fee and Reseller Customer Fee
      Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as set
      forth in this section 10.4.1 for each billed minute or kilobyte of use
      that a Customer with an NPA-NXX assigned to the Service

                                       35
<PAGE>

      Area uses a portion of the Sprint PCS Network other than the Service Area
      Network. Sprint PCS will pay to Manager an Inter Service Area Fee for each
      billed minute or kilobyte of use that a Customer whose NPA-NXX is not
      assigned to the Service Area Network uses the Service Area Network.

                        (a) Sprint PCS will pay to Manager the fees set forth in
      this section 10.4.1 for each billed minute or kilobyte of use that a
      Reseller Customer uses the Service Area Network unless otherwise
      negotiated (such fees are referred to in this agreement as "RESELLER
      CUSTOMER FEES"):

                        (i) with respect to Existing Resale Arrangements (other
            than Virgin Mobile USA, which is addressed in clause (ii) below),
            the amount of fees set forth in subsections 10.4.1.2 and 10.4.1.3;

                        (ii) with respect to Virgin Mobile USA, the amount of
            fees set forth in Program Requirement 3.5.2 - VMU; except, that the
            Resale Arrangement between Sprint PCS and Virgin Mobile USA will be
            treated as a New Resale Arrangement and subject to the compensation
            set forth in section 10.4.1.1(a)(iii) or (iv), whichever is
            applicable, if continued after the expiration of the initial term of
            the arrangement;

                        (iii) with respect to arrangements between Sprint PCS
            and resellers that are entered into after April 1, 2004 and before
            January 1, 2007, or that are renewed or extended during that period,
            the amount of fees collected by Sprint PCS from the resellers as
            payment for the Reseller Customer's use of the Service Area Network;
            and

                        (iv) with respect to arrangements between Sprint PCS and
            resellers that are entered into, renewed or extended during the
            three-year period beginning on January 1, 2007, or a subsequent
            three-year period beginning on the third anniversary of the
            beginning of the previous three-year period, the amount of fees
            determined as described in section 10.4.1.1(c).

                        (b) With respect to Resale Arrangements described in
      section 10.4.1.1(a)(iii), Sprint PCS will give Manager Manager's
      proportional share of (i) any cash payments received by Sprint PCS from
      the other party to a Resale Arrangement, in addition to the reseller rate,
      relating specifically to the Resale Arrangements (other than those cash
      payments for reimbursement of expenses incurred to implement the Resale
      Arrangement, which are addressed in the following paragraph), and (ii) to
      the extent reasonably able to be made available to Manager, any non-cash
      payments received by Sprint PCS from the other party to the

                                       36
<PAGE>

      Resale Arrangement relating specifically to the Resale Arrangements. For
      purposes of clarification, payments made to Sprint PCS to reimburse Sprint
      PCS for actual costs incurred to implement some aspect of the Resale
      Arrangement are not cash or non-cash payments subject to this section.

                        Sprint PCS will use commercially reasonable efforts to
      negotiate with the other party to the Resale Arrangement to have the other
      party directly reimburse Manager for Manager's actual costs incurred to
      implement the Resale Arrangement, if any. If Sprint PCS is unable to
      negotiate such reimbursement arrangement with the other party, but
      collects reimbursement from the other party to the Resale Arrangement,
      Sprint PCS will allocate to Manager Manager's proportional share of any
      reimbursement received from the other party.

                        If the reseller is a Related Party of Sprint PCS or if
      Sprint PCS owns a substantial equity interest in the reseller, then Sprint
      PCS and Manager must agree on the Reseller Customer Fee to be paid by
      Sprint PCS to Manager and any proportional sharing of any other cash and
      non-cash payments before Manager will have an obligation to participate in
      such arrangement.

                        (c) For each three-year period described in section
      10.4.1.1(a)(iv):

                        (i) Sprint PCS will give Manager proposed terms, fees
            and conditions applicable to Manager's participation in Resale
            Arrangements by October 31 of the calendar year before the calendar
            year in which the then current reseller period ends (e.g., the
            initial reseller period ends on December 31, 2006 so the amount has
            to be presented by October 31, 2005). Manager's representative and
            the Sprint PCS representative will begin discussions regarding the
            proposed terms, fees and conditions applicable to Manager's
            participation in Resale Arrangements within 20 days after Manager
            receives the proposed terms, fees and conditions applicable to
            Manager's participation in Resale Arrangements from Sprint PCS.

                        (ii) If the parties do not agree on the new terms, fees
            and conditions applicable to Manager's participation in Resale
            Arrangements within 30 days after the discussions begin, then
            Manager may escalate the discussion to the Sprint PCS Chief
            Financial Officer or Sprint Spectrum may escalate the discussion to
            Manager's Chief Executive Officer or Chief Financial Officer.

                        (iii) If the parties cannot agree on the new terms,

                                       37
<PAGE>

            fees and conditions applicable to Manager's participation in Resale
            Arrangements through the escalation process within 20 days after the
            escalation process begins, then without Manager's prior written
            consent, (A) Manager will not be required to participate in any
            Resale Arrangement that is entered into by Sprint PCS, or renewed or
            extended, after the Required Resale Participation Period and (B)
            Manager will not be required to participate in Existing Resale
            Arrangements or Required Resale Arrangements after the Required
            Resale Participation Period, provided, however, that Manager will
            continue to allow resellers under Existing Resale Arrangements and
            resellers under Required Resale Arrangements, which Manager opted
            into or in which Manager was required to participate under this
            agreement, to activate subscribers with an NPA-NXX assigned to
            Manager's Service Area and Manager will continue to support such
            resellers (x) with respect to resellers under Existing Resale
            Arrangements and resellers under New Resale Arrangements, throughout
            the then remaining term of their Resale Arrangement with Sprint PCS,
            without giving effect to any applicable renewal terms and phase out
            periods, and (y) with respect to resellers under Renewed Resale
            Arrangements, throughout the then remaining renewal term of their
            Resale Arrangement with Sprint PCS, without giving effect to any
            applicable additional renewal terms and phase out periods. For
            purposes of determining renewals and extensions of Resale
            Arrangements under this Agreement, including without limitation for
            purposes of this section 10.4.1.1(c)(iii), if a Resale Arrangement
            does not expressly state an initial term, then the arrangement shall
            be deemed to have a five-year initial term, and if a Resale
            Arrangement states an initial term in excess of ten years, then the
            arrangement shall be deemed to have a ten-year initial term, in each
            case, after which term such arrangement will be deemed to be up for
            renewal or extension. Manager will continue to receive Reseller
            Customer Fees with respect to such Resale Arrangements at the same
            rates in effect at the end of the Required Resale Participation
            Period.

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

            Sprint PCS will not be obligated to pay Manager those Inter Service
      Area Fees not received by Sprint PCS from an Other Manager who is a debtor
      in a bankruptcy proceeding with respect to Inter Service

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

            If relief is ordered under title 11 of the United States Code for an
      Other Manager or an Other Manager files a voluntary petition for relief
      under title 11 of the United States Code and such Other Manager fails to
      pay to Sprint PCS amounts that such Other Manager owes to Sprint PCS with
      respect to the Inter Service Area Fees for travel into Manager's Service
      Area, at Manager's direction, (a) Sprint PCS will either (i) take
      reasonable steps to prevent such Other Manager from continuing after the
      commencement of its bankruptcy case to incur Inter Service Area Fees for
      travel into Manager's Service Area without timely remitting payment of
      such Inter Service Area Fees to Sprint PCS for the benefit of Manager, or
      (ii) assign to Manager all of its rights as a creditor of such Other
      Manager to prevent such Other Manager from continuing after the
      commencement of its bankruptcy case to incur Inter Service Area Fees for
      travel into Manager's Service Area without timely remitting payment of
      such Inter Service Area Fees to Manager, and (b) Sprint PCS will either
      (i) include the amount owed by the Other Manager to Manager in the Sprint
      PCS proof of claim filed in the bankruptcy proceeding, and remit to
      Manager when and as it receives distributions with respect to such proof
      of claim for Inter Service Area Fees for travel in Manager's Service Area,
      a pro-rata share of such distributions or (ii) immediately assign to
      Manager all of its claims and rights as a creditor of such Other Manager
      for those amounts owed with respect to Inter Service Area Fees for travel
      in Manager's Service Area. Sprint PCS agrees to take all actions necessary
      to effect these assignments of rights to Manager, and further agrees that
      Manager will not be responsible for any expenses related to such
      assignments. If Sprint PCS receives any amounts from an Other Manager who
      is a debtor in a bankruptcy proceeding with respect to Inter Service Area
      Fees for travel into the Service Area, Sprint PCS will immediately remit
      those amounts to Manager.

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

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<PAGE>

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

                        10.4.1.2 Voice and 2G Data Rate. The amount of the Inter
      Service Area Voice and 2G Data Fee and Reseller Customer Voice and 2G Data
      Fee for arrangements between Sprint PCS and resellers in existence as of
      April 1, 2004, will be as follows:

                        (a) The Inter Service Area Voice and 2G Data Fee for
            each billed minute of use that a Customer uses an Away Network and
            the Reseller Customer Fee for each billed minute of use that a
            Reseller Customer uses the Service Area Network, will be $0.058 from
            the Effective Date to December 31, 2006.

                        (b) For each calendar year during the Term of this
            agreement beginning January 1, 2007, the Inter Service Area Voice
            and 2G Data Fee for each billed minute of use that a Customer uses
            an Away Network and the Reseller Customer Fee for each billed minute
            of use that a Reseller Customer uses the Service Area Network, will
            be an amount equal to 90% of Sprint PCS' Retail Yield for Voice and
            2G Data Usage for the previous calendar year; provided that such
            amount for any period will not be less than Manager's network costs
            (including a reasonable return using Manager's weighted average cost
            of capital applied against Manager's net investment in the Service
            Area Network) to provide the services that are subject to the Inter
            Service Area Voice and 2G Data Fee. If the parties have a dispute
            relating to the determination of the foregoing fees for any period,
            then the parties will submit the dispute to binding arbitration as
            set forth in sections 14.2 and 10.4.1.3(b).

                        (c) Notwithstanding any provision in this subsection
            10.4.1.2 to the contrary, the $0.10 inter service area voice fee
            arrangement set forth in section 13 of Addendum III shall continue
            to apply to travel involving the following billing identifiers:
            40613 and 40618, as they exist on the date Addendum VIII is signed
            (each a "PENNSYLVANIA BID") until, with respect to each Pennsylvania
            BID, the earlier of (a) December 31, 2011 or (b) the first day of
            the calendar month which follows the first calendar quarter in which
            Manager reaches a Subscriber Penetration Rate of seven percent in
            such Pennsylvania BID. For purposes of this paragraph, "SUBSCRIBER
            PENETRATION RATE" means the quotient of the number of Customers in
            each Pennsylvania BID divided by the covered pops in such
            Pennsylvania BID, each on the last day of each calendar month. On
            and after such date in which the $0.10

                                       40
<PAGE>

            arrangement is terminated with respect to an Pennsylvania BID, the
            Inter Service Area Voice and 2G Data Fee that applies to the
            remainder of Manager's Service Area as of the date of termination
            will apply in that Pennsylvania BID. Manager will provide Sprint PCS
            with the Subscriber Penetration Rate of each Pennsylvania BID at the
            end of each calendar quarter until this arrangement is terminated in
            both Pennsylvania BIDs. For purposes of illustration only, the
            parties have attached Exhibit 10.4.1.2(c) as an example (based on
            current information) of how Subscriber Penetration Rates will be
            determined in the Pennsylvania BIDs.

                        10.4.1.3 3G Data Rate. The amount of the Inter Service
      Area 3G Data Fee and Reseller Customer 3G Data Fee for arrangements
      between Sprint PCS and resellers in existence as of April 1, 2004, will be
      as follows:

                  (a) From the Effective Date to December 31, 2006 ("INITIAL 3G
            DATA FEE PERIOD"), the Inter Service Area 3G Data Fee for each
            kilobyte of use that a Customer uses an Away Network and the
            Reseller Customer 3G Data Fee for each kilobyte of use that a
            Reseller Customer uses the Service Area Network, will be $0.0020;
            except with respect to Sprint 3G Data Service as defined and set out
            in the Program Requirement 3.5.2.

                  (b) For each calendar year during the Term of this agreement
            beginning January 1, 2007, the Inter Service Area 3G Data Fee and
            the Reseller Customer 3G Data Fee will be an amount equal to 90% of
            the Sprint PCS Retail Yield for 3G Data Usage for the previous
            calendar year; provided that such amount for any period will not be
            less than Manager's network costs (including a reasonable return
            using Manager's weighted average cost of capital applied against
            Manager's net investment in the Service Area Network) to provide the
            services that are subject to the Inter Service Area 3G Data Fee and
            the Reseller Customer 3G Data Fee. If the parties have a dispute
            relating to the determination of the foregoing fees for any period,
            then the parties will submit the dispute to binding arbitration as
            set forth in section 14.2 and the next paragraph.

                  If Manager submits the matter to arbitration the fees that
            Sprint PCS proposed will apply starting after December 31 of the
            first year of the appropriate period as described in section
            10.4.1.4 and will continue in effect unless modified by the final
            decision of the arbitrator. If the arbitrator imposes a fee
            different than the ones in effect the new fees will be applied as if
            in effect after December 31 of the first year of the appropriate
            period as described in section 10.4.1.4 and if on application of the
            new fees one party owes the

                                       41
<PAGE>

            other party any amount after taking into account payments the
            parties have already made then the owing party will pay the other
            party within 30 days of the date of the final arbitration order.

                        10.4.1.4 Rate Changes - Effective Date. All rate changes
      related to Inter Service Area Fees and Reseller Customer Fees will be
      applied to all activity in a bill cycle that closes after the effective
      date of the rate change. The previous rates will apply to all activity in
      a bill cycle that closes before the effective date of the rate change.

                        10.4.1.5 Long Distance. The long distance rates
      associated with the Inter Service Area and Reseller Customer usage will be
      equal to the actual wholesale transport and terminating costs associated
      with the originating and terminating locations. The rates are then applied
      to cumulative usage at a BID level for settlement purposes.

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

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

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

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

            Manager will report all taxable property to the appropriate taxing

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<PAGE>

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

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

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

            10.6 UNIVERSAL SERVICE FUNDS.

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

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

            If the process set forth in the previous paragraph results in Sprint
      PCS making a filing, Manager will pay all of Sprint PCS' reasonable
      out-of-pocket costs associated with the filing and any compliance
      obligations that arise from the filing or that are imposed by the
      jurisdiction in which

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<PAGE>

      the filing is made (e.g. filing fees, legal fees, expert witness
      retention, universal lifeline service, enhancing customer care quality,
      and including, without limitation, network upgrades). Sprint PCS will
      remit to Manager 50% of any Subsidy Funds that Sprint PCS receives from
      filings Sprint PCS is required to make under the preceding paragraph that
      are not payable to Manager under the first paragraph of this section
      10.6.1, until the aggregate amount of the payments to Manager under this
      sentence equals 50% of the amount Manager has paid Sprint PCS under the
      preceding sentence.

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

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

            10.7 EQUIPMENT REPLACEMENT PROGRAM. Sprint PCS is entitled to 100%
      of the amounts that Customers pay for participating in any equipment
      replacement program offered by Sprint PCS and billed on their Sprint PCS
      bills. Manager will not be responsible for or in any way billed for any
      costs or expenses that Sprint PCS or any Sprint PCS Related Party incurs
      in connection with any such equipment replacement program. Sprint PCS will
      reimburse Manager for any costs it incurs if Sprint PCS fails to comply
      with any Sprint PCS equipment replacement program. Manager is entitled to
      100% of the amounts that Customers pay for participating in any equipment
      replacement program offered by Manager and billed separately by Manager.
      Manager will reimburse Sprint PCS for any costs it incurs if Manager fails
      to comply with any Manager equipment replacement program.

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

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<PAGE>

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

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

            10.11 MONTHLY STATEMENTS.

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

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

                  10.11.3 THIRD PARTY CHARGES. Sprint PCS will include any third
      party charges authorized under the Management Agreement, Services
      Agreement or either of the Trademark License Agreements on Manager's
      statements within three calendar months after the end of the calendar
      month during which Sprint PCS receives the third party charge. Sprint PCS'
      failure to include these charges on Manager's statements within the three
      calendar month-period will mean that Sprint PCS cannot collect those third
      party charges from Manager. Sprint PCS will use its commercially
      reasonable efforts to obtain a third party charge that Sprint PCS has not
      received within three calendar months after a third party provides a
      service or product, and an estimate of the charge.

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<PAGE>

            10.12 PAYMENTS.

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

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

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

                  (b) Sprint PCS will apply the estimated collection percentages
      that Sprint PCS uses before the Transition Date to the gross accounts
      receivable aging categories for Customers with an NPA-NXX assigned to the
      Service Area as of the close of business on the day before the Transition
      Date to calculate the amount Sprint PCS anticipates collecting on those
      accounts receivable. Sprint PCS will pay Manager the amount estimated to
      be collected in equal weekly payments on consecutive Thursdays beginning
      the second Thursday after the Transition

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<PAGE>

      Date and ending the first Thursday of the calendar month after the
      Transition Date. Sprint PCS will also pay to Manager no later than the
      second Thursday after the Transition Date any Collected Revenues received
      after the Saturday before the Transition Date and before the Transition
      Date.

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

            10.13 DISPUTE OR CORRECTION OF STATEMENT AMOUNT. A party can only
      dispute or correct an amount on a statement in good faith. If a party
      disputes or corrects an amount on a statement, the disputing or correcting
      party must give the other party written notice of the specific item
      disputed or corrected, the disputed or corrected amount with respect to
      that item and the reason for the dispute or correction within the later to
      occur of: (i) three calendar months after the end of the calendar month
      during which the disputed or erroneous statement was delivered and (ii) 30
      days after Manager receives information from Sprint PCS in response to
      Manager's request relating to amounts on a statement.

            Any dispute regarding a statement will be submitted for resolution
      under the dispute resolution process in section 14. The parties must
      continue to pay to the other party all amounts, except disputed amounts
      (subject to the next paragraph), owed under this agreement and the
      Services Agreement during the dispute resolution process. If the Disputing
      Party complies with the requirements of this paragraph, then the other
      party or its Related Parties may not declare the Disputing Party in breach
      of this agreement or the Services Agreement because of nonpayment of the
      disputed amount, pending completion of the dispute resolution process.

            If the aggregate disputed amount, combined with any aggregate
      disputed amount under section 10.14, exceeds $1,000,000, then upon the
      written request of the other party, the party disputing the amount (the
      "DISPUTING PARTY") will deposit the portion of the disputed amount in
      excess of $1,000,000 into an escrow account that will be governed by an
      escrow agreement in a form to be mutually agreed upon by the parties. The
      Disputing Party will deposit the amount into the escrow account within 10
      Business Days after its receipt of the written request from the other
      party in accordance with the foregoing. If the Disputing Party complies
      with the requirements of this paragraph, then the other party or

                                       47
<PAGE>

      its Related Parties may not declare the Disputing Party in breach of this
      agreement or the Services Agreement because of nonpayment of the disputed
      amount, pending completion of the dispute resolution process.

            The escrow agent will be an unrelated third party that is in the
      business of serving as an escrow agent for or on behalf of financial
      institutions. The parties will share evenly the escrow agent's fees. The
      escrow agent will invest and reinvest the escrowed funds in
      interest-bearing money market accounts or as the parties otherwise agree.
      The escrow agent will disburse the escrowed funds in the following manner
      based on the determination made in the dispute resolution process:

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

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

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

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

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

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

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<PAGE>

      the Services Agreement. The parties may discuss any amounts that Manager
      believes are in error in the calculation of such fees, and attempt to
      agree on the corrected amounts, but these discussions do not delay or
      otherwise affect Manager's payment obligations under this section 10.13.

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

            10.14 DISPUTE OR CORRECTION OF A THIRD PARTY INVOICE AMOUNT. Sprint
      PCS will include the applicable portion of any amount based on a third
      party invoice in a statement to Manager within three calendar months after
      Sprint PCS' receipt of the third party invoice. Sprint PCS' failure to
      include the amount in a statement to Manager within the three calendar
      month-period will mean that the third party charges will not be
      collectible from Manager. Sprint PCS will use its commercially reasonable
      efforts to obtain a third party charge that Sprint PCS has not received
      within three calendar months after a third party provides a service or
      product, and an estimate of the charge.

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

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

            Any dispute regarding the amount of the third party invoice Sprint
      PCS attributed to Manager will be submitted for resolution under the
      dispute resolution process in section 14. Manager must continue to pay to
      Sprint PCS all amounts, except disputed amounts, owed under this agreement
      and the Services Agreement during the information gathering

                                       49
<PAGE>

      and dispute resolution process. If the aggregate disputed amount, combined
      with any aggregate disputed amount under section 10.13, exceeds
      $1,000,000, then upon the written request of Sprint PCS, Manager will
      deposit the portion of the disputed amount in excess of $1,000,000 into an
      escrow account that will be governed by an escrow agreement containing
      terms similar to the general terms described in section 10.13 and in a
      form to be mutually agreed upon by the parties. Manager will deposit the
      amount into the escrow account within 10 Business Days after its receipt
      of the written request from Sprint PCS in accordance with the foregoing.
      If Manager complies with the requirements of this paragraph, then none of
      Sprint PCS or its Related Parties may declare Manager in breach of this
      agreement or the Services Agreement because of nonpayment of the disputed
      amount, pending completion of the dispute resolution process.

            The dispute of an item in a statement does not stay or diminish a
      party's other rights and remedies under this agreement, except that the
      parties must complete the dispute resolution process in section 14 before
      taking any legal or equitable action against each other. A party can only
      dispute or correct an amount on a statement in good faith. If a party
      disputes or corrects an amount on a statement, the disputing or correcting
      party must give the other party written notice of the specific item
      disputed or corrected, the disputed or corrected amount with respect to
      that item and the reason for the dispute or correction within three
      calendar months after the end of the calendar month during which the
      disputed or erroneous statement was delivered.

            10.15 LATE PAYMENTS. Any amount due under this agreement or the
      Services Agreement without a specified due date will, in the case of
      Manager, be due 25 days after the date of an invoice, and will, in the
      case of Sprint PCS, be due 25 days after collection from the applicable
      third party. Any amount due under this agreement and the Services
      Agreement (including without limitation any amounts disputed under those
      agreements that are ultimately determined to be due) that is not paid by
      one party to the other party in accordance with the terms of the
      applicable agreement will bear interest at the Default Rate beginning (and
      including) the 6th day after the invoice or settlement due date until (and
      including) the date paid.

            10.16 SETOFF RIGHT IF FAILURE TO PAY AMOUNTS DUE. If Manager fails
      to pay any undisputed amount due Sprint PCS or a Related Party of Sprint
      PCS under this agreement or any undisputed amount due Sprint PCS or a
      Related Party of Sprint PCS under the Services Agreement or any other
      agreement with Sprint PCS or a Related Party of Sprint PCS, or any
      disputed amount due to Sprint PCS or a Related Party for fees for CCPU
      Services or CPGA Services payable under the Services Agreement, then 5
      days after the payment due date Sprint PCS may setoff against its payments
      to Manager under this section 10 any such undisputed

                                       50
<PAGE>

      amount that Manager owes to Sprint PCS or a Related Party of Sprint PCS
      under such agreements. Sprint PCS will use reasonable efforts to provide
      Manager with prior written notice of Sprint PCS' intent to exercise its
      setoff right and the notice will include a list of any and all relevant
      invoices. This right of setoff is in addition to any other right that
      Sprint PCS or a Related Party of Sprint PCS might have under this
      agreement, the Services Agreement or any other agreements with Sprint PCS
      or a Related Party of Sprint PCS.

      25. NON-RENEWAL RIGHTS [ADDM I, Section 26]. If the Management Agreement
terminates because of the events described in sections 11.2.2(a) through
11.2.2(e), then with respect to the Athens, Chillicothe, Huntington - Ashland,
Parkersburg - Marietta, and Zanesville - Cambridge BTAs, Manager may exercise
its rights under section 11.2.1.2 with respect to all, but not fewer than all,
of the Disaggregated Licenses; however, if Manager gives Sprint PCS written
notice of its desire to not exercise such rights within 5 Business Days (30
Business Days in the case of 11.2.2(d)) following the occurrence of the relevant
triggering event, then Sprint PCS may exercise its rights under section 11.2.2
with respect to the Operating Assets and Disaggregated Licenses for such BTAs.
If no such notice is received by Sprint PCS, Manager's rights will be deemed
exercised.

      26. TERMINATION RIGHTS [NEW]. Section 11.3.7 is deleted, and all
references in the agreement to section 11.3.7 are also deleted.

      27. EFFECT OF AN EVENT OF TERMINATION [ADDM I, Section 28]. Section
11.4(d) is amended to read as follows:

            (d) If this agreements 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 the Sprint PCS
      Products or Services, or sell, transfer or otherwise convey to a third
      party, a list of customers who purchased, leased or used Sprint PCS
      Products or 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, provided, however, that Manager's
      advertising through mass media or bulk mailings will not be considered a
      solicitation of Sprint PCS customers.

      28. NON-TERMINATION OF AGREEMENT [ADDM II, Section 9]. Sections 11.5.3 and
11.6.4 are replaced with the following paragraphs:

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<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, but such action does not terminate
      this agreement.

            11.6.4 SPRINT PCS' ACTION FOR DAMAGES OR OTHER RELIEF. Sprint PCS,
      in accordance with the dispute resolution process in section 14, may seek
      damages or other appropriate relief, but such action does not terminate
      this agreement.

      29. ENTIRE BUSINESS VALUE [ADDM I, Section 29].

            (a) Section 11.7.3(c) is amended to read as follows:

                  (c) The valuation will assume that the business is to continue
            to be conducted under the Brands and the existing agreements between
            the parties and their respective Related Parties.

            (b) Section 11.7.3(d) is amended to read as follows:

                  (d) The valuation will assume that Manager's owns the
            Disaggregated License (in the case where Manager will be buying the
            Disaggregated License under section 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).

      30. AUDIT [NEW]. Section 30 of Addendum I is deleted. Additionally,
section 12.1.2 is amended and restated in its entirety to read as follows:

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

                                       52
<PAGE>

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

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

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

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

      31. CONFIDENTIAL INFORMATION [ADDM IV, Section 6]. Section 12.2(b)(vii) is
amended to read as follows:

            (vii) is disclosed by the receiving party to a financial institution
      or accredited investor (as the term is defined in Rule 501(a) under the

                                       53
<PAGE>

      Securities Act of 1933) that is considering providing or has provided
      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.

      32. INDEMNIFICATION BY SPRINT PCS [ADDM I, Section 31]. Section 13.1 if
amended to read as follows:

            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 is Related Parties and Manager
      or its Related Parties, or the actions or failure to act of any of Sprint
      PCS' contractors, subcontractors, agents, directors, managers, officers,
      employees and representatives of any of them in the performance of the
      agreement, 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.

      33. TOLLING OF THE CURE PERIOD [ADDM I, Section 32]. Section 32 of
Addendum I is deleted. Additionally section 14 is hereby deleted in its entirety
and replaced with the following language:

      14.1 NEGOTIATION. The parties will attempt in good faith to resolve any
issue, dispute, or controversy arising out of or relating to this Agreement by
negotiation. The following procedures will apply to any such negotiations:

            14.1.1 NOTICE. A party commences the negotiation process by giving
the other party written notice of any dispute not resolved in the ordinary
course of business. The notice will expressly state that the notifying party is
commencing the negotiation process provided for in this section; identify the
issues and the amounts in dispute; and, will be delivered in accordance with
Section 17.1 of this Agreement.

            14.1.2 MEETING. Within 10 days after delivery of the written notice
commencing the negotiation process, representatives of both parties will meet in
a manner and at a time and place that is mutually acceptable to the
representatives involved for the purpose of exchanging relevant information and
in an effort to resolve the disputes.

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            14.1.3 REPRESENTATIVES. Each party's representative(s) at any
meeting conducted pursuant to this Section 14.1 will have authority to resolve
the dispute(s) identified in the notice, except (i) with respect to Sprint the
representative will be at least a vice-president of Sprint PCS, Sprint United
Management Company or Sprint Corporation if the dispute is one that would
require approval of the Board of Directors, the Chief Executive Officer,
President or Chief Financial Office of Sprint Corporation under the then
existing fiscal authorization policies of Sprint Corporation and (ii) with
respect to Manager the representative will be at least a vice-president of
Manager if the dispute is one that would require approval of the Board of
Directors. If a party's representative intends to be accompanied at any meeting
by an attorney, the other party will be given not less than 3 days' notice of
such intention and may also be accompanied by an attorney.

            14.1.4 TERMINATION OF PROCESS. In the event that a dispute is not
resolved at the initial meeting of the parties' representatives, the parties may
agree to continue the negotiation process by scheduling additional meetings
and/or including additional representatives. However, at any time after the
first meeting or if the other party refuses to meet, either party may terminate
the negotiation process by delivery of written notice to that effect to the
other party in accordance with section 17.1 of this agreement.

            14.1.5 NEGOTIATIONS NOT EVIDENCE. Any and all communications and
negotiations between the parties pursuant to this Section 14.1 are Confidential
Information of both of the parties and will be treated as negotiations of
settlement and compromise as provided for in the Federal Rules of Evidence or
any state's rules of evidence. The substance of any such communications and
negotiations are not to be tendered or introduced into evidence in any
proceeding or litigation between the parties regarding the subject disputes.

      14.2 ARBITRATION/LITIGATION. With respect to any claim or dispute, either
party will continue to operate under this agreement and may file suit in a court
of competent jurisdiction or commence an arbitration proceeding in accordance
with the terms of this agreement. Absent the express agreement of a party to
submit an issue or dispute to arbitration (either by the specific terms of this
agreement or some other written agreement between the parties), neither party
can be compelled to submit a dispute to arbitration. The following rules and
procedures will govern any arbitration proceeding agreed to between the parties:

            14.2.1 PLACE OF ARBITRATION. All arbitration proceedings between the
parties will be conducted in Chicago, Illinois.

            14.2.2 RULES AND ADMINISTRATION OF PROCEEDING. Except as
specifically modified by the terms of this agreement, any arbitration proceeding
will be conducted in accordance with the rules and procedures of the CPR. To the
extent the terms of this agreement conflict with said rules, the terms of this
agreement will prevail.

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<PAGE>

            14.2.3 CLAIMS AND DISPUTES INVOLVING LESS THAN $250,000. Claims
involving disputed amounts less than $250,000 (whether the amount is raised in
the dispute or in a counterclaim) will be heard before a single arbitrator
selected in accordance with Section 14.2.5, below. The hearing on the merits of
the parties' claims and defenses will be conducted within 60 days of the
appointment of the arbitrator. The parties will be entitled to the following
discovery from each other:

            (a)   Up to 10 written interrogatories as provided for in Rule 33 of
                  the Federal Rules of Civil Procedure except that responses to
                  any such interrogatories will be served within 30 days of
                  service of the interrogatories;

            (b)   Up to 10 requests for production of documents and things and
                  for inspection as provided for in Rule 34 of the Federal Rules
                  of Civil Procedure except that responses, including the
                  requested materials to be produced, will be served and/or
                  produced within 45 days of service of the requests;

            (c)   Requests for Admission as provided for in Rule 36 of the
                  Federal Rules of Civil Procedure except that responses to any
                  such requests will be served within 20 days of service of the
                  requests; and,

            (d)   Any other discovery agreed upon by the parties or ordered or
                  directed by the arbitrator.

            The arbitrator may on the motion of a party or on their own
            establish different schedules for responding to discovery.

            14.2.4 CLAIMS AND DISPUTES INVOLVING $250,000 OR MORE. Claims
involving disputed amounts of $250,000 or more (whether that amount is raised in
the dispute or in a counterclaim) will be heard before the three-arbitrator
panel selected in accordance with Section 14.2.5, below. The parties will be
entitled to the following discovery from each other:

            (a)   Up to 15 written interrogatories as provided for in Rule 33 of
                  the Federal Rules of Civil Procedure;

            (b)   Up to 20 requests for production of documents and things and
                  for inspection as provided for in Rule 34 of the Federal Rules
                  of Civil Procedure;

            (c)   Requests for Admission as provided for in Rule 36 of the
                  Federal Rules of Civil Procedure;

            (d)   Deposition testimony from up to 5 witnesses who are
                  representatives of the other party, plus any expert witnesses
                  of the other party, as provided for in Rule 30 of the Federal
                  Rules of Civil

                                       56
<PAGE>

                  Procedure, except if the claim is in excess of $1,000,000 the
                  parties will be entitled to a reasonable number of
                  depositions; and

            (e)   Any other discovery agreed upon by the parties or ordered or
                  directed by the arbitration panel.

All discovery disputes and other preliminary matters will be decided by the
arbitration panel.

            14.2.5 SELECTION OF ARBITRATORS. Arbitrators will be selected from
the CPR's National Roster within 10 Business Days of the CPR providing a list of
potential arbitrators to the parties. Each arbitrator will serve strictly in a
neutral capacity. Each arbitrator will disclose any facts that might bear upon
his or her ability to serve in a neutral capacity to both parties. Any
challenges as to the neutrality of an arbitrator will be resolved in accordance
with the rules and procedures of the CPR. The following procedures will govern
the selection process:

            (a) In matters requiring a single arbitrator, the selection of the
arbitrator will be in accordance with CPR's rules and procedures.

            (b) In matters requiring a panel of three arbitrators, the CPR will
submit to the parties a list of 9 qualified potential arbitrators from its
National Roster. If any of the initial 9 potential arbitrators cannot serve
because of a conflict or other reason, the CPR will supplement the list so that
the parties have a total of 9 potential arbitrators from which to select the
panel of 3 arbitrators. Each party will be entitled to strike 3 names from the
list provided. Strikes will be made on alternating basis, with the original
claimant making the first strike, followed by the respondent until each party
has used all 3 of its strikes. The 3 persons not stricken will serve as
arbitrators. Within 5 Business Days of their appointment, the arbitrators will
select the chairman of the panel and provide notice of such selection to the CPR
and the parties. If a vacancy on the panel arises for any reason, a replacement
arbitrator will be selected in accordance with CPR's rules and procedures.

            14.2.6 FINAL AWARD. The final award of the arbitrator or panel of
arbitrators, as the case may be, will be in writing, signed by the arbitrators,
and will state the basis for the decision. In proceedings involving a single
arbitrator, the final award will be made within 30 days of the close of the
hearing. In proceedings involving a panel of three arbitrators, the final award
will be made within 30 days of the close of the hearing. The final award will be
confidential, except that to the extent necessary to enforce its terms, either
party may obtain a judgment on the award in any state or federal court of
competent jurisdiction.

            14.3 INJUNCTIVE RELIEF. Notwithstanding any other provision in this
Agreement, arbitration may not be used regarding any issue for which injunctive
or similar equitable relief is sought by either party. No arbitrator is vested
with authority or jurisdiction to award an injunction or similar equitable
relief without the express written consent of the parties directed to the
arbitration proceeding.

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<PAGE>

      34. DUE INCORPORATION OR FORMATION [ADDM I, Section 33]. The second
sentence of Section 15.1 is amended to read as follows: "The party is qualified
to do business and in good standing in every jurisdiction in which the Service
Area is located."

      35. FCC COMPLIANCE [ADDM I, Section 34]. The last sentence of Section
16.2(e) is amended to read as follows: "Sprint PCS will bear the costs of
preparation of the documents and prosecution of the actions."

      36. REGULATORY NOTICES (COSTS) [ADDM I, Section 35]. The last sentence of
section 16.4 is amended to read as follows: "If Sprint PCS chooses to respond to
such communications and complaints, Manager will not respond to them without the
consent of Sprint PCS. Sprint PCS will bear the cost of responding to any such
communications and complaints unless (1) such response is primarily the result
of Manager's acts or omissions that constitute negligence, willful misconduct,
or breach of any provision of this agreement (in which case Manager will pay the
costs of Sprint PCS' response), or (2) Manager's response is not requested by
Sprint PCS."

      37. SPRINT PCS LICENSES [ADDM I, Section 36]. A new Section 16.6 is added
to the Management Agreement:

            16.6 SPRINT PCS LICENSES. Sprint represents and warrants the
      following to Manager: Sprint PCS is the holder of the full right, title
      and interest in and to the Licenses. Sprint PCS complied with the FCC's
      rules and regulations before, during and after the auction which awarded
      the Licenses, and has paid its full winning bid amount to the FCC with
      respect to the purchase of the Licenses. The FCC order granting the
      Licenses has become final. The Licenses are in full force and effect and
      are not subject to any petition to deny or other legal challenge or claim.
      Except for an investigation of the FCC's PCS broadband spectrum auctions
      by the Department of Justice, and requests related to this investigation
      by the Department of Justice pursuant to which Sprint PCS has provided
      certain documents and other information, there is not pending or, to
      Sprint PCS' knowledge, threatened action, lawsuit, proceeding or
      investigation which relates in any way to the Licenses or which seeks the
      termination, modification or material impairment of the Licenses.

      38. NOTICES [NEW AND ADDM IV, Section 3; REVISED BY THIS ADDENDUM]. (a)
Section 17.1 is amended and restated in its entirety to read as follows:

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

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<PAGE>

      sending an email that directs Manager to the changed Program Requirement
      on the affiliate intranet website.

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

            Any notice, demand or communication intended to be notice of a
      breach of an agreement or notice of an Event of Termination must:

                  (A) clearly indicate that intent,

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

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

            Manager will promptly give Sprint PCS a copy of any notice Manager
      receives from any administrative agent or any lender on any of Manager's
      secured credit facilities, and a copy of any notice Manager gives to any
      administrative agent or any lender on any of Manager's secured credit
      facilities. Sprint PCS will promptly give Manager a copy of any notice
      that Sprint PCS receives from any administrative agent or any lender on
      any of Manager's secured credit facilities and a copy of any notice that
      Sprint PCS gives to any administrative agent or any lender on any of
      Manager's secured credit facilities.

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

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

            For all entities comprising Sprint PCS:

                     Sprint PCS
                     KSOPHH0312
                     6180 Sprint Parkway
                     Overland Park, KS  66251
                     Telephone: 913-315-6409
                     Telecopier:  913-523-0539
                     Email:   David.B.Bottoms@mail.sprint.com

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<PAGE>

                     Attention: Vice President of Strategic Partnerships

                  with a copy to:

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

             For Manager:

                     Horizon Personal Communications, Inc.
                     68 E. Main Street
                     Chillicothe, OH  45601
                     Telephone: 740-703-8289
                     Telecopier: 740-779-1945
                     Email: bill.mckell@horizonpcs.com
                     Attention: William A. McKell

                  with a copy to:

                     Arnall Golden Gregory LLP
                     171 17th Street, Suite 2100
                     Atlanta, GA  30363
                     Telephone: 404-873-8638
                     Telecopier: 404-873-8639
                     Email: don.hackney@agg.com
                     Attention: Donald I. Hackney, Jr.

      and with copies to the following individual's email address if a notice of
      a Program Requirement Change is sent by email:

                     Monesa Skocik
                     Email: monesa.skocik@horizonpcs.com

      39. FORCE MAJEURE [NEW]. The second paragraph of section 17.9.3 is amended
and restated in its entirety to read as follows:

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

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<PAGE>

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

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

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

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

      40.   GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [NEW
AND ADDM V, Section 9]. Section 17.12 is replaced with the following language:

            17.12 GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS.

                  17.12.1 GOVERNING LAW. The internal laws of the State of
      Kansas (without regard to principles of conflicts of law) govern the
      validity of this agreement, the construction of its terms, and the
      interpretation of the rights and duties of the parties. The substantive
      laws and the procedural laws of the State of Kansas will apply to an
      arbitration proceeding conducted under section 14.2, except to the extent
      a CPR rule or procedure applies.

                  17.12.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

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

                  (b)   Each party hereby irrevocably and unconditionally
            waives, to the fullest extent it may legally do so, any objection
            which it may now or hereafter have to the laying of venue of any
            suit, action or proceeding

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<PAGE>

            arising out of or relating to this agreement in Kansas State court
            sitting in the County of Johnson or any Federal court sitting in the
            District of Kansas. Each party hereby irrevocably waives, to the
            fullest extent permitted by law, the defense of an inconvenient
            forum to the maintenance of such suit, action or proceeding in any
            such court and further waives the right to object, with respect to
            such suit, action or proceeding, that such court does not have
            jurisdiction over such party.

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

      41.   RIGHT OF FIRST REFUSAL [ADDM I, Section 38]. Section 17.15.4 is
deleted. Manager agrees to give Sprint PCS written notice in the event that
Manager has determined to seek to sell all or a substantial portion of the
Operating Assets. Manager acknowledges that it must comply with the other
subsections of Section 17.15.

      42.   TRANSFER OF SPRINT PCS NETWORK [ADDM I, Section 39]. Section 17.15.5
is amended to read as follows:

                  Sprint PCS may sell, transfer or assign the Sprint PCS
            Network, 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 simultaneously
            acquires the rights and obligations under this agreement and the
            Services Agreement. Manager agrees that Sprint PCS and its 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. Sprint
            PCS agrees to not transfer to unrelated third parties the Licenses
            in one or a series of stand alone transactions during the Term of
            the Management Agreement. This does not preclude Sprint PCS from
            transferring Licenses as part of a larger transaction as permitted
            in Section 17.15.5 (i.e., national or regional license transfer
            transactions); provided, however, that Sprint PCS will not transfer
            any of the Licenses as part of a national or regional license
            transfer unless the transferee complies with the requirements of
            Section 17.15.5.

      43.   NUMBER PORTABILITY [ADDM I, Section 41]. Section 17.17 of the
Management Agreement is amended to read as follows:

            17.17 NUMBER PORTABILITY. Manager understands that the manner in
      which customers are assigned to the Service Area Network

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      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 will
      develop a commercially reasonable 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.

      44.   ANNOUNCED TRANSACTIONS [ADDM II, Section 10]. Section 17.23 is
deleted.

      45.   ADDITIONAL TERMS AND PROVISIONS [ADDM V, Section 2; REVISED BY THIS
ADDENDUM]. Section 17.24 of the Management Agreement is amended to read as
follows:

            17.24 ADDITIONAL TERMS AND PROVISIONS. Certain additional and
      supplemental terms and provisions of this agreement, if any, are set forth
      in various addenda to this Agreement, which addenda are incorporated into
      this agreement by this reference. Manager represents and warrants that 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)) have been disclosed
      verbally or in writing to Sprint PCS, and photocopies of these written
      agreements will be delivered to Sprint PCS upon its request.

      46.   FEDERAL CONTRACTOR COMPLIANCE [ADDM II, Section 11; THIS SECTION AND
EXHIBIT A ARE REVISED BY THIS Addendum]. A new Section 17.26 is added to the
Management Agreement.

            17.26 FEDERAL CONTRACTOR COMPLIANCE. Exhibit A attached to Addendum
      VIII is added to this agreement and incorporated by this reference. When
      and to the extent required by applicable law, Manager will comply with the
      requirements of Exhibit A.

      47.   CLOSING TERMS AND CONDITIONS [ADDM I, Section 44 AND Section 45].
Exhibit 11.8 is amended as folloWS:

      (a)   Section 1.9.11 is amended to read as follows:

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

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            The parties acknowledge that, if Sprint PCS is the seller of the
      Disaggregated License, Sprint PCS will make customary representations
      regarding the License and that the License is free and clear of all
      security interests, liens and other encumbrances of any nature.

      (b)   Section 1.15 is deleted.

      48.   INSURANCE [ADDM V, Section 8]. The following language is added at
the end of the "Commercial General Liability Insurance" section of Exhibit 12.3
to the Management Agreement: "However, Manager may obtain separate insurance
covering projects near a railroad right-of-way on a project-by-project basis, if
in Manager's discretion, the cost of general coverage is unreasonable."

                               SERVICES AGREEMENT

      49.   NON-EXCLUSIVE SERVICES [NEW]. Section 1.3 of the Services Agreement
is amended and restated in its entirety to read as follows:

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

      50.   CHANGES TO ARTICLE 2 [NEW]. Article 2 of the Services Agreement is
amended and restated in its entirety to read as follows:

                                   2. SERVICES

            2.1   SERVICES.

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

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

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

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

                  (B)   any other additional service through December 31, 2006,
      except for Settled Separately Manager Expenses. After that date the fee
      for those other additional Services will be included in the fees for CCPU
      Services and CPGA Services; or

                  (C)   Services provided to Manager by a third party or self
      provided, if permitted under the Services Agreement.

                  2.1.2 DISCONTINUANCE OF SERVICES. If Sprint Spectrum
      determines to no longer offer a Service, then Sprint Spectrum must

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

                        (ii)  discontinue the Service to all Other Managers.

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

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

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

                  The fees charged by Sprint Spectrum for the CCPU Services and
      CPGA Services will be reduced by any fees payable by Manager to a vendor
      or new Service provider in respect of discontinued CCPU Services and CPGA
      Services, or by Sprint PCS' cost of providing the Service if Manager
      self-provides the discontinued Service, if (x) Sprint Spectrum procures
      such CCPU Services or CPGA Services from a vendor or a new Service
      provider and bills those items as Settled-Separately Manager Expenses (as
      defined in subsection 3.2.5 of this agreement), or (y) Manager procures
      such CCPU Services or CPGA Services from a vendor or a new provider of
      Services, or (z) Manager self-provisions the

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      Services. No adjustment to the fees will be made if Sprint Spectrum
      discontinues a CCPU Service or CPGA Service and Sprint Spectrum does not
      provide the CCPU Service or CPGA Service to end users.

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

            2.2   THIRD PARTY VENDORS. Some of the Services might be provided by
      third party vendors under arrangements between Sprint Spectrum and the
      third party vendors. In some instances, Manager may receive Services from
      a third party vendor under the same terms and conditions that Sprint
      Spectrum receives those Services. In other instances, Manager may receive
      Services under the terms and conditions set forth in an agreement between
      Manager and the third party vendor. There will be no additional charge or
      fee to Manager if such Service is a CCPU Service or a CPGA Service.

            2.3   CUSTOMER CARE SERVICES OUTSOURCING. Manager may elect to
      outsource all (and not less than all) of its Customer Care Services in the
      manner described on the attached Schedule 2.3 by providing Sprint Spectrum
      notice of such election during the period beginning on January 1, 2006 and
      ending on June 30, 2006, together with payment of a $3 million election
      fee. Upon receiving notice of Manager's election and the election fee, the
      parties agree to abide by the terms and conditions set forth on Schedule
      2.3.

      51.   CHANGES TO ARTICLE 3 [NEW]. Section 12 of Addendum II is deleted.
Additionally, Article 3 of the Services Agreement is amended and restated in its
entirety to read as follows:

                              3. FEES FOR SERVICES

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

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

            3.2   FEES FOR SERVICES.

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<PAGE>

                  3.2.1 INITIAL PRICING PERIOD. The fees Manager will pay Sprint
      Spectrum for the CCPU Services and CPGA Services provided to Manager by or
      on behalf of Sprint Spectrum each month from the Effective Date of
      Addendum VIII until December 31, 2006 ("INITIAL PRICING PERIOD"), will be:

                  (a) for the CCPU Services:

                        (i)   from the Effective Date of Addendum VIII through
            December 31, 2005, $7.00 per subscriber; and

                        (ii)  from January 1, 2006 through December 31, 2006,
            $6.75 per subscriber;

      each multiplied by the Number of Customers in Manager's Service Area, and

                  (b) for the CPGA Services: the Gross Customer Additions in
      Manager's Service Area multiplied by the lesser of (i) $23.00 or (ii) the
      quotient of (A) the amount that Sprint PCS billed Manager from January 1,
      2004 through December 31, 2004 for Manager's CPGA Services, divided by (B)
      the Gross Customer Additions in Manager's Service Area on which the amount
      billed in clause (A) is based. The parties agree that the calculation
      described in (ii) results in an amount equal to $22.00.

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

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

                  The process for resetting the amounts is as follows:

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

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<PAGE>

      CCPU and CPGA amounts from Sprint Spectrum.

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

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

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

                        (i)   submit the determination of the CCPU and CPGA
                  amounts to binding arbitration under section 7.2 of this
                  agreement, excluding the negotiation process set forth in
                  section 7.1 and continue obtaining all of the CCPU Services
                  and CPGA Services from Sprint Spectrum at the CCPU and CPGA
                  amounts the arbitrator determines, or

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

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

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

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<PAGE>

      refund, it will make the payment at the time it sends the notice to
      Manager. If Sprint PCS chooses to credit the refund, it will in the notice
      indicate the amounts owing to which the credit will be applied. If Manager
      owes Sprint PCS additional fees Manager will pay those fees to Sprint PCS
      within 10 days after receipt of the notice.

                  3.2.3 CUSTOMER-RELATED SERVICES. By December 1, 2006, the
      parties will agree on a service level agreement for customer care services
      and collection services ("CUSTOMER-RELATED SERVICES") that will apply to
      Customer-Related Services delivered by Sprint Spectrum starting on January
      1, 2007. If the parties cannot agree on a service level agreement by
      December 1, 2006, either party may submit a proposed service level
      agreement to binding arbitration under section 7.2 of this agreement,
      excluding the negotiation process set forth in section 7.1. If the
      arbitration concludes after January 1, 2007 the service level agreement,
      as agreed upon through the arbitration process, will be effective as of
      January 1, 2007. The agreement will set forth 5 metrics for
      Customer-Related Services and will provide that Sprint Spectrum will use
      commercially reasonable efforts to meet the industry averages for those
      metrics as in effect on December 1, 2006. The 5 metrics are:

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

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

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

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

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

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

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<PAGE>

      opt-out right. Upon receipt of an opt-out notice, Manager and Sprint
      Spectrum will use commercially reasonable efforts to transition the
      Customer-Related Services to Manager or a third party vendor within 9
      months after the opt-out notice date. Upon the parties' completion of the
      transition, the parties will agree to an adjustment to the CCPU Service
      Fee being charged by Sprint Spectrum to Manager. If the parties cannot
      agree to an adjustment, Manager has the right to submit the determination
      to binding arbitration under section 7.2 of this agreement, excluding the
      negotiation process set forth in section 7.1, and continue obtaining all
      the CPGA Services and remaining CCPU services from Sprint Spectrum.
      Manager will reimburse Sprint Spectrum for transition and continuing
      operation costs in accordance with Section 3.2.4.

                  Manager's opt-out right described above is its sole remedy if
      Sprint Spectrum is not in compliance with the metrics; Sprint Spectrum's
      non-compliance with the metrics does not constitute a breach of this
      agreement or any other agreement between the parties. After December 31,
      2006, (i) to the extent that Sprint Spectrum recovers any penalties or
      other remuneration from a third party service provider resulting from its
      failure to meet performance metrics established by Sprint Spectrum and
      such third party service provider, Sprint Spectrum will pay Manager its
      pro rata portion of the net recovery amount, based on an appropriate unit
      of measurement, and (ii) to the extent that Sprint Spectrum has to pay any
      incentive or other remuneration to a third party service provider
      resulting from the third party service provider exceeding the performance
      metrics established by Sprint Spectrum and such third party service
      provider, Sprint Spectrum will increase the amount Manager must pay to
      Sprint Spectrum by Manager's pro rata portion of the net paid amount,
      based on an appropriate unit of measurement.

                  3.2.4 TRANSITION AND CONTINUING OPERATING COSTS. Sprint
      Spectrum will cooperate with Manager and work diligently and in good faith
      to implement the transition of Services to another service provider
      (including Manager, if applicable), in a reasonably efficient and
      expeditious manner.

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

                  Upon the parties' completion of the transition of any

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      Service, if such Service is transitioned to a third party, the fee for the
      CCPU Service shall be reduced by the amount Manager is required to pay the
      third party for such Service, or, if such Service is provided by Manager,
      the fee for the CCPU Service shall be reduced by the amount of Sprint PCS'
      cost of providing such Service.

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

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

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

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

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

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                  Unless Manager specifically agrees otherwise, any
      Settled-Separately Manager Expense that Sprint Spectrum or any of its
      Related Parties is entitled to charge or pass through to Manager under
      this agreement or the Management Agreement (a) will reflect solely
      out-of-pocket costs and expenses that Sprint Spectrum or its Related
      Parties actually incur, (b) will be usage-based, fixed fee or
      transaction-based and directly related to revenue-generating products and
      services, (c) will not include any allocation of Sprint PCS' or its
      Related Parties' internal costs or expenses (including, but not limited
      to, allocations of general and administrative expenses or allocations of
      employee compensation or related expenses) and (d) will not include any
      mark-up or profit by Sprint. For clarity, Sprint Spectrum's or its Related
      Parties' out-of-pocket costs for handset and accessory inventory consist
      of actual inventory invoice costs less any volume incentive rebates and
      price protection credits that Sprint Spectrum or its Related Parties
      receive from a vendor.

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

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

      52.   AUDIT [NEW]. Section 5.1.3 of the Services Agreement is deleted.
Section 5.1.2 of the Services Agreement is amended to read as follows:

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

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

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

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

            If either party disputes the auditor's conclusion then the dispute
      will be submitted to binding arbitration in accordance with section 7.2 of
      this agreement, excluding the negotiation process set forth in section 7.1
      of this agreement.

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

      53.   DISPUTE RESOLUTION [NEW]. Section 48 of Addendum I is deleted.
Additionally, section 7 of the Services Agreement is hereby deleted in its
entirety and replaced with the following language:

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      7.1   NEGOTIATION. The parties will attempt in good faith to resolve any
issue, dispute, or controversy arising out of or relating to this agreement by
negotiation. The following procedures will apply to any such negotiations:

            7.1.1 NOTICE. A party commences the negotiation process by giving
the other party written notice of any dispute not resolved in the ordinary
course of business. The notice will expressly state that the notifying party is
commencing the negotiation process provided for in this section; identify the
issues and the amounts in dispute; and, will be delivered in accordance with
section 9.1 of this agreement.

            7.1.2 MEETING. Within 10 days after delivery of the written notice
commencing the negotiation process, representatives of both parties will meet in
a manner and at a time and place that is mutually acceptable to the
representatives involved for the purpose of exchanging relevant information and
in an effort to resolve the disputes.

            7.1.3 REPRESENTATIVES. Each party's representative(s) at any meeting
conducted pursuant to this section 7.1 will have authority to resolve the
dispute(s) identified in the notice, except (i) with respect to Sprint the
representative will be at least a vice-president of Sprint PCS, Sprint United
Management Company or Sprint Corporation if the dispute is one that would
require approval of the Board of Directors, the Chief Executive Officer,
President or Chief Financial Office of Sprint Corporation under the then
existing fiscal authorization policies of Sprint Corporation and (ii) with
respect to Manager the representative will be at least a vice-president of
Manager if the dispute is one that would require approval of the Board of
Directors. If a party's representative intends to be accompanied at any meeting
by an attorney, the other party will be given not less than 3 days' notice of
such intention and may also be accompanied by an attorney.

            7.1.4 TERMINATION OF PROCESS. In the event that a dispute is not
resolved at the initial meeting of the parties' representatives, the parties may
agree to continue the negotiation process by scheduling additional meetings
and/or including additional representatives. However, at any time after the
first meeting or if the other party refuses to meet, either party may terminate
the negotiation process by delivery of written notice to that effect to the
other party in accordance with section 9.1 of this agreement.

            7.1.5 NEGOTIATIONS NOT EVIDENCE. Any and all communications and
negotiations between the parties pursuant to this section 7.1 are Confidential
Information of both of the parties and will be treated as negotiations of
settlement and compromise as provided for in the Federal Rules of Evidence or
any state's rules of evidence. The substance of any such communications and
negotiations are not to be tendered or introduced into evidence in any
proceeding or litigation between the parties regarding the subject disputes.

      7.2   ARBITRATION/LITIGATION. With respect to any claim or dispute, either
party will continue to operate under this agreement and may file suit in a court
of competent jurisdiction or commence an arbitration proceeding in accordance
with the terms of this

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agreement. Absent the express agreement of a party to submit an issue or dispute
to arbitration (either by the specific terms of this agreement or some other
written agreement between the parties), neither party can be compelled to submit
a dispute to arbitration. The following rules and procedures will govern any
arbitration proceeding agreed to between the parties:

            7.2.1 PLACE OF ARBITRATION. All arbitration proceedings between the
parties will be conducted in Chicago, Illinois.

            7.2.2 RULES AND ADMINISTRATION OF PROCEEDING. Except as specifically
modified by the terms of this agreement, any arbitration proceeding will be
conducted in accordance with the rules and procedures of the CPR. To the extent
the terms of this agreement conflict with said rules, the terms of this
agreement will prevail.

            7.2.3 CLAIMS AND DISPUTES INVOLVING LESS THAN $250,000. Claims
involving disputed amounts less than $250,000 (whether the amount is raised in
the dispute or in a counterclaim) will be heard before a single arbitrator
selected in accordance with section 7.2.5, below. The hearing on the merits of
the parties' claims and defenses will be conducted within 60 days of the
appointment of the arbitrator. The parties will be entitled to the following
discovery from each other:

            (a)   Up to 10 written interrogatories as provided for in Rule 33 of
                  the Federal Rules of Civil Procedure except that responses to
                  any such interrogatories will be served within 30 days of
                  service of the interrogatories;

            (b)   Up to 10 requests for production of documents and things and
                  for inspection as provided for in Rule 34 of the Federal Rules
                  of Civil Procedure except that responses, including the
                  requested materials to be produced, will be served and/or
                  produced within 45 days of service of the requests;

            (c)   Requests for Admission as provided for in Rule 36 of the
                  Federal Rules of Civil Procedure except that responses to any
                  such requests will be served within 20 days of service of the
                  requests; and,

            (d)   Any other discovery agreed upon by the parties or ordered or
                  directed by the arbitrator.

            The arbitrator may on the motion of a party or on their own
            establish different schedules for responding to discovery.

            7.2.4 CLAIMS AND DISPUTES INVOLVING $250,000 OR MORE. Claims
involving disputed amounts of $250,000 or more (whether that amount is raised in
the dispute or in a counterclaim) will be heard before the three-arbitrator
panel selected in accordance with section 7.2.5, below. The parties will be
entitled to the following discovery from each other:

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            (a)   Up to 15 written interrogatories as provided for in Rule 33 of
                  the Federal Rules of Civil Procedure;

            (b)   Up to 20 requests for production of documents and things and
                  for inspection as provided for in Rule 34 of the Federal Rules
                  of Civil Procedure;

            (c)   Requests for Admission as provided for in Rule 36 of the
                  Federal Rules of Civil Procedure;

            (d)   Deposition testimony from up to 5 witnesses who are
                  representatives of the other party, plus any expert witnesses
                  of the other party, as provided for in Rule 30 of the Federal
                  Rules of Civil Procedure, except if the claim is in excess of
                  $1,000,000 the parties will be entitled to a reasonable number
                  of depositions; and

            (e)   Any other discovery agreed upon by the parties or ordered or
                  directed by the arbitration panel.

All discovery disputes and other preliminary matters will be decided by the
arbitration panel.

            7.2.5 SELECTION OF ARBITRATORS. Arbitrators will be selected from
the CPR's National Roster within 10 Business Days of the CPR providing a list of
potential arbitrators to the parties. Each arbitrator will serve strictly in a
neutral capacity. Each arbitrator will disclose any facts that might bear upon
his or her ability to serve in a neutral capacity to both parties. Any
challenges as to the neutrality of an arbitrator will be resolved in accordance
with the rules and procedures of the CPR. The following procedures will govern
the selection process:

            (a) In matters requiring a single arbitrator, the selection of the
arbitrator will be in accordance with CPR's rules and procedures.

            (b) In matters requiring a panel of three arbitrators, the CPR will
submit to the parties a list of 9 qualified potential arbitrators from its
National Roster. If any of the initial 9 potential arbitrators cannot serve
because of a conflict or other reason, the CPR will supplement the list so that
the parties have a total of 9 potential arbitrators from which to select the
panel of 3 arbitrators. Each party will be entitled to strike 3 names from the
list provided. Strikes will be made on alternating basis, with the original
claimant making the first strike, followed by the respondent until each party
has used all 3 of its strikes. The 3 persons not stricken will serve as
arbitrators. Within 5 Business Days of their appointment, the arbitrators will
select the chairman of the panel and provide notice of such selection to the CPR
and the parties. If a vacancy on the panel arises for any reason, a replacement
arbitrator will be selected in accordance with CPR's rules and procedures.

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            7.2.6 FINAL AWARD. The final award of the arbitrator or panel of
arbitrators, as the case may be, will be in writing, signed by the arbitrators,
and will state the basis for the decision. In proceedings involving a single
arbitrator, the final award will be made within 30 days of the close of the
hearing. In proceedings involving a panel of three arbitrators, the final award
will be made within 30 days of the close of the hearing. The final award will be
confidential, except that to the extent necessary to enforce its terms, either
party may obtain a judgment on the award in any state or federal court of
competent jurisdiction.

      7.3 INJUNCTIVE RELIEF. Notwithstanding any other provision in this
Agreement, arbitration may not be used regarding any issue for which injunctive
or similar equitable relief is sought by either party. No arbitrator is vested
with authority or jurisdiction to award an injunction or similar equitable
relief without the express written consent of the parties directed to the
arbitration proceeding.

      54. NOTICES [NEW AND ADDM IV, Section 3; REVISED BY THIS ADDENDUM].
Section 9.1 of the Services Agreement is amended and restated in its entirety to
read as follows:

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

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

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

            Manager will promptly give Sprint Spectrum a copy of any notice
      Manager receives from any administrative agent or any lender on any of
      Manager's secured credit facilities, and a copy of any notice Manager
      gives to any administrative agent or any lender on any of Manager's
      secured credit facilities. Sprint Spectrum will promptly give Manager a

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      copy of any notice that Sprint Spectrum receives from any administrative
      agent or any lender on any of Manager's secured credit facilities and a
      copy of any notice that Sprint Spectrum gives to any administrative agent
      or any lender on any of Manager's secured credit facilities.

            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.

      55. ENTIRE AGREEMENT; AMENDMENTS [NEW]. Section 9.6 of the Services
Agreement is amended and restated in its entirety to read as follows:

            9.6 ENTIRE AGREEMENT; AMENDMENTS. The provisions of this agreement
      and the Management Agreement 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 Spectrum's right
      to add additional Services to Schedule 2.1.1 subject to the provisions of
      section 2.1.1 and section 3.2.5, this agreement may be modified or amended
      only by a written amendment signed by the persons or entities authorized
      to bind each party.

      56. FORCE MAJEURE [NEW]. The second paragraph of section 9.8 of the
Services Agreement is amended and restated in its entirety to read as follows:

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

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

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

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

                        (iv) any act of God, act of war or insurrection, riot,
                  fire, accident, explosion, labor unrest, strike, civil unrest,
                  work

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                  stoppage, condemnation or any similar cause or event not
                  reasonably within the control of the party.

      57. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS. [ADDM
V, Section 9; REVISED BY THIS ADDENDUM]. Section 9.11 of the Services Agreement
is replaced with the following language:

            9.11 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.

                  9.11.1 GOVERNING LAW. The internal laws of the State of Kansas
            (without regard to principles of conflicts of law) govern the
            validity of this agreement, the construction of its terms, and the
            interpretation of the rights and duties of the parties. The
            substantive laws and the procedural laws of the State of Kansas will
            apply to an arbitration proceeding conducted under section 7.2,
            except to the extent a CPR rule or procedure applies.

                  9.11.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

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

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

                  (c) Each party irrevocably consents to service of process in
            the manner provided for the giving of notices pursuant to this
            agreement, provided that such service shall be deemed to have been
            given only when actually received by such party.

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            Nothing in this agreement shall affect the right of a party to serve
            process in another manner permitted by law.

                          TRADEMARK LICENSE AGREEMENTS

      58. NOTICES [NEW]. Section 15.1 of each of the Trademark License
Agreements is amended and restated in its entirety to read as follows:

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

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

            Licensee will promptly give Licensor a copy of any notice Licensee
      receives from any administrative agent or any lender on any of Licensee's
      secured credit facilities, and a copy of any notice Licensee gives to any
      administrative agent or any lender on any of Licensee's secured credit
      facilities. Licensor will promptly give Licensee a copy of any notice that
      Licensor receives from any administrative agent or any lender on any of
      Licensee's secured credit facilities and a copy of any notice that
      Licensor gives to any administrative agent or any lender on any of
      Licensee's secured credit facilities.

            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.

      59. RIGHT TO ASSIGN LICENSE AGREEMENTS [ADDM I, Section 49]. Section 14.1
of both Trademark License Agreements are amended to read as follows:

            SECTION 14.1. LICENSEE RIGHT TO ASSIGN. Licensee, without the prior
      written consent of Licensor (in its sole discretion), shall have no right
      to assign any of its rights or obligations hereunder, unless such
      assignment is simultaneous to an assignment of the Management Agreement
      that is permitted under the Management Agreement.

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      60. GOVERNING LAW [ADDM V, Section 9; REVISED BY THIS ADDENDUM]. (a)
Section 15.8 of each of the Trademark License Agreements is replaced by the
following language:

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

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

            15.13 Jurisdiction; Consent to Service of Process.

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

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

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

                             SCHEDULE OF DEFINITIONS

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      61. DELETED AND REPLACED DEFINITIONS [NEW]. The definition of "Available
Services" is deleted, and the definition of "Service Area Network" is replaced
with the definition provided in paragraph 62 of this Addendum VIII.

      62. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [NEW]. The following
are new or amended definitions, unless otherwise indicated.

            "ALLOCABLE SOFTWARE FEE" has the meaning set forth in section
      1.3.4(e) of the Management Agreement.

            "ALLOCATED WRITE-OFFS" has the meaning set forth in section 10.3.4
      of the Management Agreement.

            "AMOUNT BILLED (NET OF CUSTOMER CREDITS)" has the meaning set forth
      in section 10.3.3 of the Management Agreement.

            "AT&T ARRANGEMENT" has the meaning set forth in section 3.5.2(c) of
      the Management Agreement.

            "AWAY NETWORK" means:

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

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

            "BILLED COMPONENT(S)" has the meaning set forth in section 10.3.2 of
      the Management Agreement.

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

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

            "CAPITAL PROGRAM REQUIREMENT CHANGE" has the meaning set forth in
      section 9.3.1(b) of the Management Agreement.

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

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

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

            "CPR" means the Center for Public Resources Institute for Dispute
      Resolution.

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

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

            "CUSTOMER CARE SERVICES" has the meaning set forth in Schedule 2.3
      of the Services Agreement.

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

            "CUSTOMER EQUIPMENT CHARGES" has the meaning set forth in section
      10.3.2.5 of the Management Agreement.

            "CUSTOMER EQUIPMENT CREDITS" has the meaning set forth in section
      10.3.2.2 of the Management Agreement.

            "CUSTOMER-RELATED SERVICES" has the meaning set forth in section
      3.2.2 of the Services Agreement.

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

            "EFFECTIVE DATE" has the meaning set forth in the preamble of this
      Addendum.

            "ENTERPRISE VALUE" means either:

            (i) if the entity has issued publicly-traded equity, the combined
      book value of the entity's outstanding debt and preferred stock less cash
      plus the fair market value of each class of its publicly-traded equity
      other than any publicly-traded preferred stock. For the purposes of this

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      definition, the fair market value of a class of the entity's
      publicly-traded equity (other than publicly-traded preferred stock) is
      equal to the product of:

                  (A) the number of issued and outstanding shares of the class
            of publicly-traded equity as of the date of determination, times

                  (B) the applicable average closing price (or average closing
            bid, if traded on the over-the-counter market) per share of the
            class of publicly-traded equity over the 21 consecutive trading days
            immediately preceding the date of determination; or

            (ii) if the entity does not have issued publicly-traded equity, the
      combined book value of the entity's outstanding debt and equity less cash.

            "E911 PHASE I SURCHARGES" means all costs related to Phase I E911
      functionality.

            "E911 PHASE II SURCHARGES" has the meaning set forth in section
      10.3.2.6 of the Management Agreement.

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

            "EXISTING RESALE ARRANGEMENTS" has the meaning set forth in section
      3.5.2(a) of the Management Agreement.

            "FEE BASED ON BILLED REVENUE" has the meaning set forth in section
      10.2.1 of the Management Agreement.

            "GROSS CUSTOMER ADDITIONS IN MANAGER'S SERVICE AREA" means the
      average number of Customers activated (without taking into consideration
      the number of Customers lost) during the previous month with an NPA-NXX
      assigned to the Service Area as reported in Sprint PCS' most recent
      monthly KPI report. For purposes of clarification, upgraded Customers are
      not included in the calculation of Gross Customer Additions in Manager's
      Service Area.

            "INITIAL 3G DATA FEE PERIOD" has the meaning set forth in section
      10.4.1.3(a) of the Management Agreement.

            "INITIAL PRICING PERIOD" has the meaning set forth in section 3.2.1
      of the Services Agreement.

            "INTER SERVICE AREA FEE" has the meaning set forth in section 4.3 of
      the Management Agreement.

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            "INTER SERVICE AREA 3G DATA FEE" means the fee for use of the Sprint
      PCS Network and the Service Area Network for 3G data (except by Reseller
      Customers) as determined in section 10.4.1.3 of the Management Agreement.

            "INTER SERVICE AREA VOICE AND 2G DATA FEE" means the fee for use of
      the Sprint PCS Network and the Service Area Network for voice and 2G data
      (except by Reseller Customers) as determined in section 10.4.1.2 of the
      Management Agreement.

            "INVESTMENT BANKER" has the meaning set forth in section 9.3.2 of
      the Management Agreement.

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

            "MANAGER MANAGEMENT PROCESS" has the meaning set forth in section
      12.1.2 of the Management Agreement.

            "MANAGER MANAGEMENT REPORT" has the meaning set forth in section
      12.1.2 of the Management Agreement.

            "NET BILLED REVENUE" has the meaning set forth in section 10.2.1 of
      the Management Agreement.

            "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.

            "NEW RESALE ARRANGEMENTS" has the meaning set forth in section
      3.5.2(b) of the Management Agreement.

            "NON-CAPITAL PROGRAM REQUIREMENT CHANGE" has the meaning set forth
      in section 9.3.1(a) of the Management Agreement.

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

            "NUMBER OF CUSTOMERS IN MANAGER'S SERVICE AREA" means the average
      number of Customers with NPA-NXXs assigned to the Service Area reported in
      Sprint PCS' most recent monthly KPI report.

            "OPERATING ASSETS" [ADDM I, Section 43] means the assets Manager
      owns and uses in connection with the operation of the Service Area
      Network, at the time of termination, to provide the Sprint PCS Products an
      Services. Operating Assets does not include items such as furniture,
      fixtures and buildings that Manager uses in connection with other
      businesses. Operating Assets does include any contracts or agreements

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      between Manager and its Related Parties which are necessary to operate the
      Service Area Network. Examples of Operating Assets include without
      limitation: switches, towers, cell sites, systems, records and retail
      stores.

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

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

            "PREVIOUSLY DECLINED RESALE ARRANGEMENTS" has the meaning set forth
      in section 3.5.2(a) of the Management Agreement.

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

            "RENEWED RESALE ARRANGEMENTS" has the meaning set forth in section
      3.5.2(b) of the Management Agreement.

            "REQUIRED RESALE ARRANGEMENTS" has the meaning set forth in section
      3.5.2(b) of the Management Agreement.

            "REQUIRED RESALE PARTICIPATION PERIOD" means the period from April
      1, 2004, until the later of (1) December 31, 2006 and (2) the expiration
      of any three-year period beginning after December 31, 2006, for which
      Sprint PCS and Manager have reached agreement in accordance with section
      10.4.1.1(c) with respect to the terms, fees and conditions applicable to
      Manager's participation in Resale Arrangements entered into by Sprint PCS.
      For the avoidance of doubt, if Manager and Sprint PCS are not able to
      reach agreement in accordance with section 10.4.1.1(c) with respect to the
      terms, fees and conditions applicable to Manager's participation in Resale
      Arrangements entered into by Sprint PCS, then the "Required Resale
      Participation Period" will automatically end at the expiration of the then
      current three-year period.

            "RESALE ARRANGEMENT" has the meaning set forth in section 3.5.2.

            "RESELLER CUSTOMER" means customers of companies or organizations
      with a Private Label PCS Services or similar Resale Arrangement with
      Sprint PCS or Manager.

            "RESELLER CUSTOMER FEES" has the meaning set forth in section
      10.4.1.1 of the Management Agreement.

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            "RESELLER CUSTOMER 3G DATA FEE" means the fee for use of the Service
      Area Network by a Reseller Customer for 3G data as determined in section
      10.4.1.3 of the Management Agreement.

            "RESELLER CUSTOMER VOICE AND 2G DATA FEE" means the fee for use of
      the Service Area Network by a Reseller Customer for voice and 2G data as
      determined in section 10.4.1.2 of the Management Agreement.

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

            "SELECTED SERVICES" means Services.

            "SERVICE AREA NETWORK" means the network that is directly required
      for the provision of telecommunications services to Customers and is
      managed by Manager under the Management Agreement in the Service Area
      under the License.

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

            "SETTLED-SEPARATELY MANAGER EXPENSES" has the meaning set forth in
      section 3.2.5 of the Services Agreement.

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

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

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

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

            "SPRINT PCS" means any or all of the following Related Parties who
      are License holders or signatories to the Management Agreement: Sprint
      Spectrum L.P., a Delaware limited partnership, WirelessCo, L.P., a

                                       87
<PAGE>

      Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
      PhillieCo Partners I, L.P., a Delaware limited partnership, PhillieCo,
      L.P., a Delaware limited partnership, Sprint Telephony PCS, L.P., a
      Delaware limited partnership, Sprint PCS License, L.L.C., a Delaware
      limited liability company, American PCS Communications, LLC, a Delaware
      limited liability company, and APC PCS, LLC, a Delaware limited liability
      company. Any reference in the Management Agreement or Services Agreement
      to Cox Communications PCS, L.P., a Delaware limited partnership, or Cox
      PCS License, L.L.C., a Delaware limited liability company, is changed to
      Sprint Telephony PCS, L.P., a Delaware limited partnership, or Sprint PCS
      License, L.L.C., a Delaware limited liability company, respectively, to
      reflect name changes filed with the Delaware Secretary of State in 2002.

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

            "SPRINT PCS RETAIL YIELD FOR VOICE AND 2G DATA USAGE" means the
      quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
      component in the Sprint PCS ARPU by (b) the reported minutes of use per
      subscriber for the calendar year for which the Sprint PCS ARPU was
      calculated.

            "SPRINT PCS RETAIL YIELD FOR 3G DATA USAGE" means the quotient
      calculated by dividing (a) the 3G data component in the Sprint PCS ARPU by
      (b) the kilobytes of use for 3G data usage per subscriber for the calendar
      year for which the Sprint PCS ARPU was calculated.

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

            "3M-POPS MANAGER" means any Other Manager whose ultimate parent
      entity (as defined by the Hart-Scott-Rodino Antitrust Improvements Act of
      1976) controls entities with 3 million or more covered pops.

            "TOTAL SOFTWARE COST" means the amount paid by Sprint PCS to the
      Vendor directly associated with the Software used by Sprint PCS, Manager
      and Other Managers (if and to the extent Manager and the Other Managers
      have agreed to pay any Allocable Software Fee) for the Sprint PCS Network
      for which Manager is not obligated to pay the Software Vendor directly,
      net of any discounts or rebates and excluding any mark-up by Sprint PCS
      for administrative or other fees.

            "TRANSITION DATE" has the meaning set forth in section 10.12.3 of
      the Management Agreement.

                                       88
<PAGE>

            "TYPE II REPORT" has the meaning set forth in section 12.1.2 of the
      Management Agreement.

            "ULTIMATE PARENT" has the meaning set forth in the Hart-Scott-Rodino
      Antitrust Improvements Act of 1976.

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

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

            "VENDOR SOFTWARE" has the meaning set forth in section 1.3.4(b) 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.

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

            "WRITE-OFFS" has the meaning set forth in section 10.3.1 of the
      Management Agreement.

                                       89
<PAGE>

B. CROSS-REFERENCES TO OTHER PARAGRAPHS IN PREVIOUS ADDENDA.

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

      Addendum I

      1.    Transition Period

      2.    Post Transition Period Co-Branding

      3.    Manager's Existing Servicing Offerings

      4.    Build-out Plan

      5.    Compliance with Regulatory Rules (deleted by Addendum V, section 4)

      6.    Exclusivity (deleted by Addendum V, section 4)

      7.    Manager's Right of First Refusal for New Area Build-out (deleted by
            Addendum V, section 4)

      18.   Existing Network RF Design Compliance

      24.   Term (deleted by Addendum III, section 17)

      25.   Disaggregated License Transfer Application

      27.   Sprint PCS' Rights and Remedies Upon Charleston BTA Build-out
            Breach.

      37.   No Assignment; Exceptions

      40.   Transfer of Sprint PCS Network

      45.   Noncompete

      46.   Build-out Plan Expansion

      47.   Selected Services

      Addendum II

      1.    Network Services Agreement

      2.    (a)-(f) and (h)-(l): Modifications to Management Agreement Resulting
            from Network Services Agreement

      3.    Expansion of Service Area

      4.    Revised Build-out Plan

      7.    Long-Distance Pricing

      13.   Charlottesville, VA BTA 14. Counterparts

      Addendum III

      2.    Revised Build-out Plan

      3.    Expanded Service Area

      4.    Type II Build-out

      5.    Type II Conversions

      6.    Alliances Service Area Conversions

      7.    Overlay in Converting Markets

      8.    Bright PCS

      9.    Change to Service Fee Structure

                                       90
<PAGE>

            10.   Sale of Certain Manager Assets to Sprint PCS

            11.   Customer Support Services and Personnel

            12.   Stock Warrants

            14.   Purchase of Assets

            15.   Correction to Addendum II

            17.   Term

            18.   Reaffirmation of Sprint Agreements

            19.   Counterparts

            Addendum IV

            1.    Use of Loan Proceeds

            2.    Consent and Agreement Not Assignable

            5.    No Defaults Under Credit Documents or Sprint Agreements

            7.    Reaffirmation of Sprint Agreements

            8.    Counterparts

            Addendum V

            1.    Revised Build-Out Plan

            3.    Expedite Fees

            4.    Deletion of Sections

            6.    Spectrum Availability

            7.    Preservation of Sprint PCS Licenses

            10.   Notice Address

            11.   Counterparts

            Addendum VI

            1.    Overbuild in Alliances' Service Area

            2.    Implementation of 3G

            4.    Inter Service Area Rate for Charleston and Huntington

            5.    Counterparts

            Addendum VII

            1.    Option Sites

            2.    Omitted Sites

            4.    Deletion of nTelos Service Area

                                       91
<PAGE>

C.    OTHER PROVISIONS.

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

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

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

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

                                       92
<PAGE>

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

                                         SPRINT SPECTRUM L.P.

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                         SPRINTCOM, INC.

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                         WIRELESSCO, L.P.

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                         PHILLIECO, L.P.

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                         APC PCS, LLC

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                         SPRINT COMMUNICATIONS COMPANY L.P.

                                         By:____________________________________

                                         Name:__________________________________

                                         Title:_________________________________

                                       93
<PAGE>

                                         HORIZON PERSONAL COMMUNICATIONS, INC.

                                         By: _________________________________

                                         Name: _______________________________

                                         Title: ______________________________

                                       94
<PAGE>

                                                                      SCHEDULE 1

Program Requirement 3.5.2 dated August 13, 2002 and labeled "Exhibit 3.5.2
Program Requirement for Voluntary Resale of Products and Services By Voluntary
Resellers Under the Private Label Solutions Program" is amended by replacing the
title, preamble and general terms with the following, and by deleting all
attachments:

             PROGRAM REQUIREMENT FOR RESALE OF PRODUCTS AND SERVICES
                                       BY
               RESELLERS UNDER THE PRIVATE LABEL SOLUTIONS PROGRAM

                                    (8/16/04)

            Sprint PCS' Resale Program ("RESALE PROGRAM") is described in
Section 3.5.2 of the Sprint PCS Management or Affiliation Agreement and consists
of this Program Requirement 3.5.2 (the "PROGRAM REQUIREMENT 3.5.2") and separate
attachments to the Program Requirement 3.5.2 ("ATTACHMENT(S)"). Each Attachment
states terms of the Resale Program and includes a specific list of companies
with which Sprint PCS contracts to sell Sprint PCS Products and Services under
brand names other than the Brands.

            Any reference to Manager in this Program Requirement refers to
Manager, as such term is defined in the Management Agreement, or Affiliate, as
such term is defined in the Affiliation Agreement, as applicable. Any reference
to Management Agreement in this Program Requirement also refers to an
Affiliation Agreement, as applicable. Capitalized terms used and not otherwise
defined in this Program Requirement 3.5.2 have the meaning ascribed to them in
the Schedule of Definitions in the Management Agreement. Section and exhibit
references are to sections and exhibits of the Management Agreement unless
otherwise noted.

            As used in this Program Requirement "NPA-NXX" of Manager means a
NPA-NXX in the Service Area of that Manager or any other such designation in
accordance with section 17.17.

GENERAL TERMS

Unless otherwise specified, the Program Requirements outlined below apply to the
resellers set forth in the Attachments.

      1. PRODUCTS AND SERVICES OFFERED. Sprint PCS may from time to time limit
the Sprint PCS Products and Services that are provided to resellers. Manager
will provide to resellers those Sprint PCS Products and Services that Sprint PCS
provides to the resellers, and Manager will support products and services
offered resellers in the same fashion that Manager supports similar Sprint PCS
Products and Services.

<PAGE>

      2. INFORMATION AND MINS. Manager will allow Sprint PCS access to
information necessary to bill resellers, including Call Detail Records and basic
provisioning information. For purposes of clarification, all such information
will constitute "Confidential Information" for purposes of the Management
Agreement. Neither Sprint PCS nor Manager will have access to resellers'
end-users' personal information. Sprint PCS will administer NPA-NXXs available
for resellers in a manner substantially the same as the MIN allocation process
in place for Sprint PCS owned markets. Sprint PCS will provide resellers with an
unbranded coverage map and zip code information for the Manager's service
area(s) substantially the same as the coverage map and zip code information
provided for Sprint PCS owned service areas.

      3. CONTACTS AND DISPUTES. Manager will direct any questions or disputes
regarding a reseller or resale arrangement to the designated representative(s)
within the Management Agreement and will not contact the resellers directly. Any
disputes between Manager and Sprint PCS regarding a resale arrangement will be
resolved under the terms of the Management Agreement.

      4. SIX-SECOND INCREMENT BILLING. For all QuickNet Connect (QNC) data and
other traffic on the Manager's Service Area Network for which Sprint PCS bills a
reseller in six-second increments or some other incremental measurement other
than one-minute ("OTHER INCREMENT"), Sprint PCS will settle with Manager in
six-second increments or such Other Increment, as applicable. Billed charges
(per call or event) that result in fractional cents may be rounded up to the
next whole cent.

      5. SPRINT 3G DATA SERVICE. In addition to reselling certain Sprint PCS
Products and Services under brand names other than the Brands, some resellers
are also permitted to sell Sprint's 1XRTT advanced multimedia data services and
premium services associated with the PCS Vision service ("SPRINT 3G DATA
SERVICE") using the Sprint and PCS Vision service marks. If Manager specifically
consented to a reseller's use of the Brands in selling Sprint 3G Data Service in
the Manager's Service Area, the Manager will be compensated for Sprint 3G Data
Service as follows:

      The revenue for Sprint 3G Data Service sold by resellers using the Brands
      to reseller subscribers having an NPA-NXX of Manager will be treated as
      Billed Revenue under the Management Agreement. Billed Revenue will be
      based on reseller specific Sprint 3G Data Service pricing set forth in
      Attachment 1.1 to Program Requirement 3.5.2. From time to time, Sprint may
      amend the rates charged to resellers for Sprint 3G Data Service.

      6. SHORT MESSAGE SERVICE (SMS). For SMS messages on the Manager's network
used by subscribers of Resellers with an NPA-NXX of Manager, Manager will be
compensated at the rate set forth in Attachment 1.2 to Program Requirement
3.5.2, which may be amended from time to time in accordance with the Management
Agreement. For SMS messages used by subscribers of resellers with an NPA-NXX of
Manager, there will be no compensation either paid or owed when such subscribers
are traveling outside of the Manager's Service Area.

<PAGE>

      SMS  messages  means  circuit-switched  short  alphanumeric  messages on a
Reseller subscriber's handset.

      7. FUTURE SERVICES. If Sprint PCS elects to enter into a resale
arrangement with any resellers for any services other than those services
described in this Program Requirement 3.5.2, including any current Attachment to
this Program Requirement 3.5.2 ("FUTURE SERVICES"), then, subject to section 9.3
of the Management Agreement, Manager must support those Future Services for all
resellers with executed contracts under resale arrangements existing prior to or
entered into, renewed or extended during the Required Resale Participation
Period throughout the remaining term of their resale arrangement with Sprint
PCS. Sprint PCS will compensate Manager for the resale of Future Services at
rates to be established in future Attachments to Program Requirement 3.5.2, as
amended from time to time in accordance with the Management Agreement, which
rates will be communicated in writing to Manager in advance.

<PAGE>

                  ATTACHMENT NO. 1.0 TO PROGRAM REQUIREMENT 3.5.2

                                 RESALE PROGRAM

This Attachment No. 1.0 to Program Requirement 3.5.2 lists the Existing Resale
Arrangements (i.e., the Resale Arrangement s that were in existence before April
1, 2004).

RESELLERS

<TABLE>
<CAPTION>
                                                        Effective
                                                         Renewal
                                                          Date      Renewal
                                                         Period *     Date
                                                        ----------  ----------
<S>                                                     <C>         <C>           <C>
Vartec Telecom, Inc. (Excel)                            9/15/2000   12/15/2003    3 Years
ZefCom, L.L.C. (Telespire)                              11/17/2000  11/17/2003    3/31/2006
Working Assets Funding Service, Inc.(Working Assets)    12/1/2001   12/31/2003    3 Years
Wherify Wireless, Inc. (Wherify Wireless)               1/7/2002    1/7/2005
QUALCOMM Incorporated (Qualcomm / GlobalTracs)          1/8/2002    1/8/2005
Star Number, Inc. (Liberty Wireless)                    8/2/2002    8/2/2005
Telco Group, Inc. (STI Mobile)                          2/25/2003   2/25/2006
TRANZACT (Sears Connect)                                3/21/2003   3/21/2006
Hal Inc. (U-Mobile PCS)                                 6/12/2003   6/12/2006
Wireless Retail Inc. (Airlink Mobile)                   6/17/2003   6/17/2006
Phonetec, L.P. (PhoneTec)                               6/26/2003   6/26/2006
Qwest Wireless, LLC (Qwest)                             8/3/2003    3/3/2009
TracFone Wireless, Inc. (TracFone)                      1/22/2004   1/22/2007
</TABLE>

* If applicable. Not including phase out periods.

Virgin Mobile USA is an Existing Resale Arrangement, but it has a separate
Program Requirement labeled "Program Requirement 3.5.2 - Program Requirements
for Resale of Products and Services By Virgin Mobile USA, LLC (Date Published
9/30/04)".

<PAGE>

                     ATTACHMENT NO. 1.1 TO PROGRAM REQUIREMENT 3.5.2

                         SPRINT 3G DATA SERVICE PRICING

A) QWEST WIRELESS

Listed below are the Qwest monthly recurring charges ("MRC") and Adjustment
Rates for Sprint 3G Data Service. Qwest will be billed the following MRC and
Adjustment Rate for each subscriber that uses any Qwest service enabled by
Sprint 3G Data Service.

HANDSET DATA SERVICE

Data Transport/Web Browsing/Third Party Instant Messaging

     -    MRC                                    $8.10 (unlimited)

     -    Adjustment Rate                        $0.002 per Kb

ADJUSTMENT RATE:

On a monthly basis, Sprint will calculate (as described below) the Sprint
average kilobytes per retail handset subscriber ("SAKPS") and the Qwest average
kilobytes per handset subscriber ("QAKPS"). If the QAKPS exceeds the SAKPS,
Sprint will charge Qwest an amount equal to the difference between the SAKPS and
the QAKPS multiplied by the total number of End users, multiplied by the
Adjustment Rate detailed above.

Sprint will calculate SAKPS by using the total number of kilobytes generated by
Sprint retail handset end users divided by the average number of Sprint retail
handset end users for the previous fiscal quarter. For example, the SAKPS for
May will be divided by the average number of Sprint retail handset end users for
the 1st fiscal quarter (January-March).

Average number of Sprint retail handset end users for the quarter is equal to
the beginning number of Sprint retail handset end users plus the ending number
of Sprint retail handset end users, divided by two.

QAKPS is equal to the total number of kilobytes generated by Qwest handset End
Users divided by the average number of Qwest handset End Users for the previous
fiscal quarter.

AVERAGE NUMBER OF QWEST HANDSET END USERS FOR THE QUARTER IS EQUAL TO THE
BEGINNING NUMBER OF QWEST HANDSET END USERS PLUS THE ENDING NUMBER OF QWEST
HANDSET END USERS, DIVIDED BY TWO.

In making the calculations described in this section, PDAs, "smart phones" and
other similar devices along with air cards will not be considered "handsets" as
that term is used therein.

THE PRICING IN THIS ATTACHMENT NO. 1.1 TO PROGRAM 3.5.2 IS SUBJECT TO CHANGE AS
SPRINT RETAIL PRICES OR INCLUDED SERVICES CHANGE.

<PAGE>

                    ATTACHMENT NO. 1.2 TO PROGRAM REQUIREMENT 3.5.2

                          SHORT MESSAGE SERVICE PRICING

Unless otherwise specified in this Attachment 1.2 to Program Requirement 3.5.2,
Manager will be compensated at the rates listed below by Reseller.

Short Message Service Rate:         $0.0246 per SMS message
Qwest SMS Rate:                     $0.0110 per SMS message

<PAGE>

                                   EXHIBIT 1.7

                                    FINANCING

As of December 31, 2004, Horizon PCS, Inc. and its subsidiaries, Manager and
Bright Personal Communications Services, LLC (a) had cash and cash equivalents
of at least $50,000,000 and (b) had closed and funded, on October 1, 2004, its
offering of $125,000,000 11 3/8% Senior Notes due 2012. As confirmed by Sprint
PCS, Manager has completed its build-out obligations under Section 2.1. As of
this date, Manager has no plans to raise additional capital.

<PAGE>

                                  EXHIBIT 10.4.1.2(c)

                    Subscriber Penetration Rate Calculations
                         For Illustrative Purposes Only

<TABLE>
<CAPTION>
                                                                NO. OF
                                                              SUBSCRIBERS
                                                               CURRENTLY
                                                             REQUIRED FOR
                                                             7% SUBSCRIBER
                              CURRENT      NO. OF CURRENT     PENETRATION
 BID        DESCRIPTION     COVERED POPS    SUBSCRIBERS          RATE
-----     ----------------  ------------   --------------    -------------
<S>       <C>               <C>            <C>               <C>
40618       Horizon PCS      1,012,828        15,964           70,898
           NE PA District

40613       Horizon PCS        419,803        10,110           29,386
          Erie PA District
</TABLE>

<PAGE>

                                  EXHIBIT 10.3

100% AFFILIATE RETAINED AMOUNTS

      Outbound Roaming Revenue billed to Sprint Customers
      International Roaming Credits
      Affiliate Equip Sale On Acct

100% SPRINT PCS RETAINED AMOUNTS

      Accrued Sales Taxes
      Accrued Federal Excise Taxes
      Equipment Replacement Program charges

<PAGE>

                                    EXHIBIT 1

                  ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

CASH SIMPLIFICATION

ILLUSTRATIVE ONLY

<TABLE>
<CAPTION>
                                                       MONTHLY
                                                -------------------
<S>                                             <C>          <C>
WRITE-OFFS                                      $  1,235

BILLED REVENUE                                  $ 10,350
CUSTOMER CREDITS                                    (970)
                                                --------
NET BILLED REVENUE                              $  9,380      82.5%
CUSTOMER EQUIPMENT CREDITS                           (66)     -0.6%
100% AFFILIATE RETAINED AMOUNTS                      235       2.1%
100% SPRINT PCS RETAINED AMOUNTS                   1,479      13.0%
CUSTOMER EQUIPMENT CHARGES                           175       1.5%
E911 SURCHARGES                                       65       0.6%
WIRELESS LOCAL NUMBER PORTABILITY CHARGES             26       0.2%
USF CHARGES                                           74       0.7%
                                                --------     -----
AMOUNT BILLED (NET OF CUSTOMER CREDITS)         $ 11,368     100.0%

FEE CALCULATION

NET BILLED REVENUE                              $  9,380
ALLOCATED WRITE-OFF                               (1,019)
                                                --------
                                                $  8,361
                                                      92%
                                                --------
FEE BASED ON BILLED REVENUE                     $  7,692

100% AFFILIATE RETAINED AMOUNTS                 $    235
    ALLOCATED WRITE-OFF                              (26)
PHASE II E911 SURCHARGES                              53
    ALLOCATED WRITE-OFF                               (6)
WIRELESS LOCAL NUMBER PORTABILITY CHARGES              2
    ALLOCATED WRITE-OFF                               (0)
CUSTOMER EQUIPMENT CREDITS                           (66)
    ALLOCATED WRITE-OFF                                7
WRITE-OFF FOR CUSTOMER EQUIPMENT CHARGES             (19)
                                                --------
                                                $    180

TOTAL                                           $  7,872
</TABLE>

<PAGE>

                                 Schedule 2.1.1

                                   -SECTION A-

PRESENTLY OFFERED CCPU SERVICES

3G Fees
A/P Backhaul/Facility Disputes
Affiliate Utilities
ATM Soft Hand Off
Bank Fees
BI Performance Services - Initiation
BI Performance Services - Maintenance
Bid Cost
Billing
Check Free
Clarify Maintenance Fee
CO Usage
Collection Agency Fees
Conferences
Costsassociated with rollout of new products and services (including without
     limitation, research and development costs for new products and services)
Credit Card Processing/Fees
Customer Care
Customer Solutions - Mature Life
Directory Assistance
DS3
E - Commerce PT
Enhanced Voicemail
Entrance Facility Expenses (Includes Terminating/Trunking Charge)
Ford Revenue
Ford Telematics
Gift Card Payable
Gift Card Receivable
Hal Riney Ad Kit
High Speed Remote Access Server
ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
IMT Charges
Interconnection
Inter-Machine Trunk
IT (Includes E-Commerce)
LD Verification
LIDB / CNAM
Local Loop, COC, ACF, IXC, etc. (National Platform Expense - Local Loop Cost,
      Central Office Connection (COC), access Coordination Fee (ACF),
      Co-Location Charges, and Inter Exchange Carrier (IXC) Charges)
Lockbox 261
MCI Disconnect Adjusted
National Platform - COA

<PAGE>

National Platform Disputes
National Platform (2G) (Includes Voice Activated Dialing)

NATIONAL PLATFORM COMPONENT
FCAPS (FAULT, CONFIGURATION, ACCOUNTING, PERFORMANCE, SECURITY)
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

IN (INTELLIGENT NETWORK)
         Capital Expense
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

OSSN
         Capital Expense
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

3G
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

OPERATOR SERVICE
         Vendor Fee

WIRELESS WEB

         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

MESSAGING
         Capital Projects
         Expense Projects
         Circuit Expense

<PAGE>

         CLOH
         Labor
         Forecasts

VAD

         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

VOICE MAIL
         Capital
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

SOFTWARE MAINTENANCE
         Openwave
         Hewlett Packard
         Comverse
         Marconi
         Lucent
         Commworks
         Four Corners
         Other Vendors (39)

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

<PAGE>

                                   -SECTION B-

PRESENTLY OFFERED CPGA SERVICES

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

                                   -SECTION C-

PRESENTLY OFFERED CCPU SERVICES - Activity Settled Separately

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

                                   -SECTION D-

PRESENTLY OFFERED CPGA SERVICES -Activity Settled Separately

3G Device Logistics Fee
3rd Party Spiffs
Accessory Margin
Commissions - National 3rd Party

<PAGE>

Commissions - Other 3rd Party
Coop Advertising - Local 3rd Party
Coop Advertising - National 3rd Party
Handset returns
Handsetn subsidies
Handsets
Marketing Collateral (excluding destruction)
Meeting Competition Fund
RadioShack Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch,
      Sprint to Vegas, and Break the Bank)
Rebate Administrative Expense
Rebates
Reciprocal Retail Store Cost Recovery
Sprint LDD Commission
Third Party Promotions
Upgrade Commission - RadioShack

<PAGE>

                                  Schedule 2.3

                       CUSTOMER CARE SERVICES OUTSOURCING

      1. OUTSOURCING. Manager may outsource all (and not less than all) of its
Customer Care Services in the manner described in this Schedule 2.3 after it
gives notice of its election and pays the $3 million election fee to Sprint PCS
as set forth in section 2.3 of the Services Agreement. Manager must outsource
the Customer Care Services to a customer care center whose facility and
personnel are managed by Manager or Manager's designee. The customer care center
must utilize Sprint Spectrum's systems and processes.

      2. CUSTOMER CARE SERVICES. The term "CUSTOMER CARE SERVICES" means call
center support for all of the following Services, or such other list of Services
to which Manager and Sprint Spectrum agree in writing, and their successors and
functional equivalents if they are combined, replaced, modified or renamed, all
as provided to subscribers (including, if applicable, subscribers of resellers)
with NPA-NXXs assigned to Manager's Service Area:

      Activations
      Activations- Spanish
      Business General
      Business Gold
      Business Spanish
      Business Special Services
      Clear Pay
      Consumer General
      Consumer General Spanish & Clear Pay
      Consumer Gold
      Corporate End User
      Data Support Spanish
      Data Support Tier 1
      Data Support Tier 2
      Loyalty/Retention
      Preferred Corporate Care
      Refunds
      Trouble Inbound
      eCare
      Early Life Programs (but excluding market-related activity)
      Mature Life Programs (but excluding market-related activity)

      3. TRANSITION PERIOD. Upon receiving notice of Manager's outsourcing
election, the parties will cooperate and work diligently and in good faith to
implement the transition of all of the Customer Care Services to Manager's
customer care center as contemplated under this Schedule 2.3, in a reasonably
efficient and expeditious manner.

<PAGE>

      4. TRANSITION COSTS. Manager will pay the vendors directly or reimburse
Sprint Spectrum and its Related Parties, as Sprint Spectrum determines, for all
costs incurred that relate to the transition of the Customer Care Services.
Sprint Spectrum will invoice Manager for the reimbursable costs. Manager will
pay each invoice, whether received from Sprint Spectrum, a Sprint Spectrum
Related Party or a vendor, within 30 days after the date of the invoice.

      5. CONTINUED SERVICES PROVIDED BY SPRINT SPECTRUM. Upon the complete
transition of Customer Care Services, in addition to all other Services provided
under the Services Agreement, Sprint Spectrum will continue to provide the
following:

            (a) Activation and Customer Care systems;

            (b) Call routing of customer; and

            (c) Marketing, product, program, system development and direction.

      6. ADJUSTED FEES FOR SERVICES. The fees for Services under the Services
Agreement will be modified as follows when Manager makes its election under
section 2.3 of the Services Agreement:

            (a) TRANSITION PERIOD. Sprint Spectrum will continue to provide the
Services to Manager until Manager completes the transition of the Customer Care
Services as described in this Schedule 2.3. Sections 3.2.1, 3.2.2 and 3.2.3 of
the Services Agreement will be amended and restated effective as of the date
that Manager makes its election, without any further action by any party, to
read as follows:

      "3.2 FEES FOR SERVICES.

                  3.2.1 TRANSITION PRICING PERIOD. The fees Manager will pay
      Sprint Spectrum for the CCPU Services and CPGA Services provided to
      Manager by or on behalf of Sprint Spectrum each month from the date that
      Manager makes its election to outsource the Customer Care Services (as
      that term is defined in paragraph 2 of Schedule 2.3 of this agreement)
      (the "OUTSOURCE NOTICE DATE") until the date that Manager completes its
      transition of the Customer Care Services (the "TRANSITION PRICING
      PERIOD"), will be the then-current costs to Sprint Spectrum of the
      Services.

            Sprint Spectrum may change the fee for any Service it provides once
      during any 12-month period by delivering to Manager notice of the new
      costs to Sprint Spectrum of the Services. The amount of the fees for the
      Services will be deemed amended on the effective date noted on the notice,
      which will be at least 30 days after delivering the notice.

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

                  3.2.2 PRICING PROCESS. [omitted intentionally]

                  3.2.3 CUSTOMER-RELATED SERVICES. [omitted intentionally]"

<PAGE>

            (b) POST-TRANSITION PERIOD. When Manager completes the transition of
the Customer Care Services, Sprint Spectrum will continue to provide the
Services other than the Customer Care Services as described in this Schedule
2.3. Section 3.2.1 of the Services Agreement will be amended and restated
effective as of the date that Manager completes the transition, without any
further action by any party, to read as follows:

      "3.2 FEES FOR SERVICES.

                  3.2.1 POST-TRANSITION PRICING. The fees Manager will pay
      Sprint Spectrum for the CCPU Services and CPGA Services provided to
      Manager by or on behalf of Sprint Spectrum each month from the date that
      Manager completes the transition of the Customer Care Services (the
      "TRANSITION COMPLETION DATE") will be the then-current costs to Sprint
      Spectrum of the Services. Notwithstanding the foregoing, the fees Manager
      will pay Sprint Spectrum for the CPGA Services through December 31, 2006
      will be $15.00 multiplied by the Gross Customer Additions in Manager's
      Service Area.

            Except for CPGA Services provided through December 31, 2006, Sprint
      Spectrum may change the fee for any Service it provides once during any
      12-month period by delivering to Manager notice of such change. The amount
      of the fees for the Services will be deemed amended on the effective date
      noted on the notice, which will be at least 30 days after delivering the
      notice.

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

7. ADDITIONAL SERVICES AND FEES. To support the activities of Manager
   contemplated under this Schedule 2.3, Sprint Spectrum will provide on-going
   support services and connectivity. The fees for such services will be the
   amount of Sprint Spectrum's costs to provide the services.

<PAGE>

                                    Exhibit A

      SECTION 17.26. 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.

<PAGE>

      (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.

<PAGE>

      Attachment I

                         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.

1.    Equal Opportunity

      Executive Order 11246 is herein incorporated by reference.

2.    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).

3.    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).

4.    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).

5.    Employer Information Report (EEO-1 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-1, in accordance with instructions contained therein.

<PAGE>

6.    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).

7.    Utilization of Small Business Concerns

      SPRINT SPECTRUM L.P.'s policy, consistent with Federal Acquisition
      Regulations (FAR 52.219-8), is that small business concerns, veteran-owned
      small business concerns, service-disabled veteran-owned small business
      concerns, HUBZone small business concerns, small disadvantaged business
      concerns, and women-owned small business concerns 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 Sprint Corporation's Human
      Resources Department.

8.    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 remainder of this page is intentionally left blank.]

<PAGE>

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.

                                           CONTRACTOR:

                                           _____________________________________
                                           Company Name

                                           _____________________________________
                                           Address

                                           _____________________________________
                                           City           State            Zip

                                           By___________________________________

                                             Name:______________________________

                                             Title:_____________________________