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                                                                   EXHIBIT 10.71
                           Confidential & Proprietary






                                 SUPPLY CONTRACT



                                 BY AND BETWEEN



                             WESTERN PCS CORPORATION

                                       AND

                          NOKIA TELECOMMUNICATIONS INC.



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* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


CONTENTS


         PREAMBLE

         ARTICLE 1 -       DEFINITIONS

         ARTICLE 2 -       PURPOSE OF THE SUPPLY CONTRACT

         ARTICLE 3 -       SCOPE OF SUPPLY

         ARTICLE 4 -       PURCHASER'S OBLIGATIONS

         ARTICLE 5 -       PRICE AND PAYMENTS

         ARTICLE 6 -       DELIVERY

         ARTICLE 7 -       INSTALLATION

         ARTICLE 8 -       INSPECTION, TESTING AND ACCEPTANCE

         ARTICLE 9 -       WARRANTIES, MAINTENANCE AND TECHNICAL SUPPORT

         ARTICLE 10 -      DELAYS, DAMAGES AND TERMINATION

         ARTICLE 11 -      FORCE MAJEURE

         ARTICLE 12 -      GOVERNMENT REGULATIONS

         ARTICLE 13 -      CONFIDENTIALITY

         ARTICLE 14 -      INTELLECTUAL PROPERTY RIGHTS

         ARTICLE 15 -      EFFECTIVE DATE

         ARTICLE 16 -      GENERAL

         SIGNATURES

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* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         APPENDICES

         APPENDIX 1A-      Scope of Supply-Base Station Subsystem

         APPENDIX 1B-      Scope of Supply-Network Switch Subsystem

         APPENDIX 2A-      GSM 1900 Talk Family Base Station

         APPENDIX 2B-      GSM 1900 PrimeSite Base Station

         APPENDIX 3 -      Base Station Controller (BSC)

         APPENDIX 4 -      Transcoder (TCSM)

         APPENDIX 5 -      Nokia OMC System

         APPENDIX 6 -      Rolling Forecast and Ordering Procedure for Nokia BSS
                           Equipment and Services

         APPENDIX 7 -      Engineering Services

         APPENDIX 8 -      Project Implementation and Management

         APPENDIX 9 -      BSS Site Requirements

         APPENDIX 10A -    Pricing - Nokia Base Station Subsystem

         APPENDIX 10B-     Pricing - Nokia Network Switch System

         APPENDIX 10C-     Discounts

         APPENDIX 11 -     Acceptance Procedures

         APPENDIX 12 -     Division of Responsibilities between Supplier and 
                           Purchaser

         APPENDIX 13 -     Software License Agreement

         APPENDIX 14 -     Support Services Agreement with Appendices A 
                           through D

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* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


THIS SUPPLY CONTRACT, made and entered into this 9th day of March, 1998.

         by and between

         Western PCS Corporation, a Delaware corporation having its principal
         office at 2001 N.W. Sammamish Road, Issaquah, WA 98027 (hereinafter
         referred to as the "Purchaser");

         and

         Nokia Telecommunications Inc., a Delaware corporation having its
         principal office at 6000 Connection Drive, Irving, Texas 75039
         (hereinafter referred to as the "Supplier").

         WITNESSETH THAT

         WHEREAS

         A        The Purchaser or its Affiliates have successfully bid for
                  broadband Personal Communication Services (hereinafter "PCS")
                  licenses in auctions conducted by the Federal Communications
                  Commission (hereinafter "FCC") and have been awarded a number
                  of PCS licenses by the FCC, including for Seattle and Phoenix,
                  to build and operate PCS networks in those areas. The
                  Purchaser, its Affiliates (as defined below) or the *s (as
                  defined below) may acquire licenses or rights for additional
                  PCS networks; and

         B        Purchaser and Supplier entered into a Supply Contract dated
                  December 14, 1995 (the "Prior Supply Agreement"), which
                  Purchaser and Supplier now desire to amend and supersede by
                  entering into this Supply Contract (provided, however, that
                  warranty provisions, spare parts supply requirements,
                  indemnities and other provisions which by their nature extend
                  beyond the term of the Prior Supply Agreement, but which
                  relate to Equipment, Services and Software that was delivered
                  prior to the date hereof, shall continue for the period set
                  forth in the Prior Supply Agreement).

         C        The Purchaser has decided to deploy GSM 1900 technology
                  (hereinafter "GSM 1900") for its PCS networks; and

         D        The Supplier designs, manufactures and sells GSM 1900 Base
                  Station Sub-System infrastructure equipment and software and
                  performs related services (hereinafter "BSS Systems"); and

         E        The Purchaser has issued a request for quotation (hereinafter
                  "RFQ") to selected vendors to offer BSS Systems for its PCS
                  networks; and


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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         F        The Supplier has submitted an offer (hereinafter "Offer") in
                  response to the RFQ for the supply of BSS Systems for the
                  Purchaser's PCS networks; and

         G        The Parties have conducted good faith negotiations based on
                  Nokia's Offer whereby the Purchaser has agreed to purchase
                  from the Supplier BSS Systems and the Supplier has agreed to
                  supply the same.



NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1
DEFINITIONS

         In all interpretations of this Supply Contract the following
definitions shall govern:

         1.1      "Acceptance" shall mean, in respect of each Site, the
                  successful completion of testing of Equipment and Software at
                  such Site as specified in Article 8 of this Supply Contract
                  and "Acceptance Date" shall mean the date on which Acceptance
                  has occurred.

         1.2      "Additional Order" shall mean an Order issued by the Purchaser
                  hereunder for Equipment, Software or Services not within the
                  Total Supply Contract Price.

         1.3      "Affiliate" shall mean another entity which controls a Party
                  hereto, or is controlled by a Party hereto or which is under
                  common control with a Party hereto. Control, for the purposes
                  of this Paragraph, shall mean the direct or indirect ownership
                  of 50% or more of the shares or interests entitled to vote for
                  the directors thereof or the equivalent, for so long as such
                  entitlement exists, or equivalent power over management
                  thereof. Any Affiliate of Purchaser which does not operate a
                  PCS system under an FCC license in the U.S. shall be excluded
                  from this definition. For purposes of this Supply Contract,
                  "Cook Inlet" (defined below) shall be considered to be an
                  Affiliate of Purchaser, so long as Purchaser's ownership
                  interest continues to be at least at the same level it is on
                  the first date above.

         1.4      "Certificate of Acceptance" shall mean a document to be issued
                  by the Supplier and countersigned by the Purchaser upon
                  Acceptance as set forth in Article 8 below.

         1.5      "Consecutive Order" shall mean any Order (including the
                  Initial Order) of the Purchaser hereunder, for Equipment,
                  Software or Services within the Total Supply Contract Price.


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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         1.6      "Cook Inlet" shall mean that certain entity formally known as
                  Cook Inlet Western Wireless PV/SS PCS L.P., in which Purchaser
                  has a 49% ownership interest. Cook Inlet shall be considered
                  an Affiliate of Purchaser for purposes of this Supply
                  Contract, so long as Purchaser's ownership interest continues
                  to be at least at the same level it is on the first date
                  above.

         1.7      "Documentation" shall mean the system description documents,
                  general instructions, drawings, diagrams and other written
                  material that the Supplier is required to provide to the
                  Purchaser under this Supply Contract, other than documents
                  falling within the definition of Equipment. Documentation
                  includes all documents necessary for the installation,
                  operation and maintenance of the Equipment and Software.

         1.8      "Equipment" shall mean all the telecommunications equipment
                  (together with the manuals and other equipment-specific
                  documentation separately itemized in Appendices 1A and 1B
                  attached hereto and including - without separate itemization -
                  such installation materials and consumables that are necessary
                  for installation at the Sites), but not including the
                  Software. In the event of new items of equipment to be
                  included into the Supply Contract as Equipment, or items of
                  existing Equipment to be deleted from the scope of the Supply
                  Contract, then the Parties shall amend Appendix 1A and 1 B
                  accordingly. Whenever the Supplier shall have new equipment to
                  offer to its GSM 1900 customers, then the Supplier shall offer
                  the same to the Purchaser, and such equipment will then be
                  included as part of Appendix 1A and 1B.

         1.9      "Information" shall mean technical, financial and commercial
                  information and data relating to a Party's or its Affiliates'
                  or *s' respective businesses, finances, planning, facilities,
                  products, techniques and processes and shall include, but is
                  not limited to, discoveries, ideas, concepts, know-how,
                  techniques, designs, specifications, drawings, blueprints,
                  tracings, diagrams, models, samples, flow charts, data,
                  computer programs, disks, diskettes, tapes, marketing plans,
                  customer names, prices, and other technical, financial or
                  commercial information and intellectual properties, whether in
                  written, oral or other tangible or intangible forms.

         1.10     "Initial Order" shall mean the Order or Orders to be submitted
                  by Purchaser for Equipment and Software for the Seattle and
                  Phoenix Markets, to be delivered on or before * , not
                  exceeding * Sites. The Equipment and Software qualifying as
                  the Initial Order will be eligible for the special payment
                  provisions in Paragraph 5.2.

         1.11     "Iowa Wireless" shall mean Iowa Wireless Services, L.P., in
                  which Purchaser presently owns a 38% interest.

         1.12     "Order" shall mean an Initial Order, a Consecutive Order or an
                   Additional Order.


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* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         1.13     "Party" shall mean the Purchaser or the Supplier.

         1.14     "Project Location" shall mean any place where the Purchaser is
                  building a System at which management and operations people
                  are located.

         1.15     "PCS Market" shall mean any market operated by Purchaser from
                  a central location which is served by an MTA license or one or
                  more BTA licenses.

         1.16     *.

         1.17     "Services" shall mean the system design, installation,
                  commissioning, integration supervision, training, consultancy
                  and technical assistance services that the Supplier is
                  required to provide to the Purchaser under this Supply
                  Contract and which are described in Appendix 7. Whenever the
                  Supplier shall have new services to offer to its GSM 1900
                  customers, then the Supplier shall offer the same to the
                  Purchaser, and such services will then be included as part of
                  Appendix 7.

         1.18     "Site" shall mean each physical location where Equipment will
                  be installed.

         1.19     "Software" shall have the meaning set forth therefor in the
                  software license agreement attached hereto as Appendix 13.

         1.20     "Specifications" shall mean the technical requirements and
                  performance standards of the Equipment and Software as set
                  forth in Appendices 2-5 attached hereto. The said Appendices
                  2-5 shall be updated from time to time as and when new items
                  are included into the definition of the Equipment. However,
                  unless otherwise agreed, such future amendments of Appendices
                  2-5 shall not reduce, diminish or otherwise adversely impact
                  the previously agreed Specifications.

         1.21     "Supply Contract" shall mean this Supply Contract and all its
                  appendices as well as any amendments or addenda that may
                  subsequently be agreed upon in writing between the Parties.

         1.22     "Support Services" means the services described in the Support
                  Services Agreement attached hereto as Appendix 14, including
                  hardware repair, operation and maintenance assistance,
                  software support, technical support and system consultancy
                  services.

         1.23     "System" shall mean any PCS radiotelephone system in the
                  United States supplied under this Supply Contract which is to
                  be operated by the Purchaser or its Affiliate.


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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         1.24     "TCSM" is a transcoder, described in greater detail in
                  Appendix 4.

         1.25     "Time Schedule" shall have the meaning set forth in Paragraph
                  6.3 below

         1.26     "Total Supply Contract Price" shall mean * , which is to be an
                  aggregate price over five (5) years, after taking into account
                  all credits and discounts to which Purchaser may be eligible
                  under Appendix 10C (other than those credits and discounts
                  referred to in Paragraph 11 of Appendix 10C). In other words,
                  the total amount of Equipment, Software and Services ordered
                  under this Supply Contract must equal at least * after 5
                  years, after all offsetting credits and discounts have been
                  factored in, except the handset credits as specified in
                  Paragraph 11 of Appendix 10C. The Total Supply Contract Price
                  also excludes any sales or similar taxes, payable by the
                  Purchaser to the Supplier for the Equipment, Software and
                  Services provided hereunder.


ARTICLE 2
PURPOSE OF THE SUPPLY CONTRACT

         2.1      By entering into this Supply Contract, the Purchaser and the
                  Supplier agree on all the terms and conditions applicable to
                  their respective rights and obligations regarding the supply
                  of Equipment, Software or Services by the Supplier to the
                  Purchaser.

         2.2      In addition to this Supply Contract document, the following
                  documents are hereby expressly incorporated herein by
                  reference and made part of this Supply Contract:


                  APPENDIX 1A       SCOPE OF SUPPLY - BASE STATION SUBSYSTEM
                  APPENDIX 1B       SCOPE OF SUPPLY - NETWORK SWITCH SYSTEM
                  APPENDIX 2A       GSM 1900 TALK FAMILY BASE STATION
                  APPENDIX 2B       GSM 1900 PRIMESITE BASE STATION
                  APPENDIX 3        BASE STATION CONTROLLER (BSC)
                  APPENDIX 4        TRANSCODER (TCSM)
                  APPENDIX 5        NOKIA OMC SYSTEM
                  APPENDIX 6        ROLLING FORECAST AND ORDERING PROCEDURE FOR 
                                    NOKIA BSS EQUIPMENT AND SERVICES
                  APPENDIX 7        ENGINEERING SERVICES
                  APPENDIX 8        PROJECT IMPLEMENTATION AND MANAGEMENT
                  APPENDIX 9        BSS SITE REQUIREMENTS
                  APPENDIX 10A      PRICING - NOKIA BASE STATION SUBSYSTEM
                  APPENDIX 10B      PRICING - NETWORK SWITCH SYSTEM
                  APPENDIX 10C      DISCOUNTS
                  APPENDIX 11       ACCEPTANCE PROCEDURES


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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  APPENDIX 12       DIVISION OF RESPONSIBILITIES BETWEEN 
                                    SUPPLIER AND PURCHASER
                  APPENDIX 13       SOFTWARE LICENSE AGREEMENT
                  APPENDIX 14       SUPPORT SERVICES AGREEMENT WITH ANNEXES A 
                                    THROUGH D

         2.3      In case of any discrepancies among the above documents, the
                  text of this Supply Contract shall always prevail over any of
                  the Appendices and the Appendices shall apply in the order set
                  forth above. Each Appendix shall prevail over the documents
                  referenced in said Appendix. Later made addenda and amendments
                  alter the contents of this Supply Contract only to the extent
                  expressly agreed upon between the Parties; all other
                  conditions shall always remain unchanged.

         2.4      Subject to the conditions specified herein, Purchaser's
                  Affiliate(s) and *(s) will have the right to purchase
                  Equipment, Software and Services under substantially the same
                  terms as this Supply Contract (including the identical price,
                  incentives, credits, warranty and discount terms), excluding,
                  however, in the case of *s, the handset and module discounts
                  in Paragraph 11 of Appendix 10C, the NSS pricing in Appendix
                  10B, and the services and incentives set forth in Paragraphs 8
                  through 10 of Appendix 10C.

                  (a)       For an Affiliate this right is contingent upon the
                       following requirements: (i) Supplier must be reasonably
                       satisfied with the creditworthiness and reputation of
                       such Affiliate, (ii) such Affiliate must not be a direct
                       competitor of Supplier; and (iii) such Affiliate must not
                       be an opposing party in pending litigation against
                       Supplier. However, if Purchaser elects to directly
                       purchase items on behalf of an Affiliate and remains
                       fully liable therefor, no separate agreement will be
                       required between Supplier and the Affiliate, and the
                       provisions of subsections (i) through (iii) above will
                       not be applicable.

                  (b)       * .

                  (c)       Supplier hereby agrees that it is willing to enter
                       into such agreement(s) with Affiliates and * on 
                       substantially the same terms and conditions as set forth 
                       in this Supply Contract.

                  (d)       If Purchaser desires a pre approval from Supplier of
                       any proposed * or Affiliate, so that Purchaser may be 
                       assured before a transaction that the resulting entity 
                       will be entitled to purchase Equipment, Software and 
                       Services on acceptable terms, Supplier agrees to review 
                       on an expedited basis any such request, and to 
                       communicate the terms and conditions of its approval to 
                       Purchaser (and not to unreasonably withhold its 
                       approval).



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Confidential & Proprietary


                  (e)       It is agreed that a separate agreement between 
                       Supplier and an Affiliate or *, as contemplated by this
                       Paragraph 2.4, need not include a full recitation of all
                       the terms and conditions of this Supply Contract but may
                       instead incorporate by reference all relevant terms and
                       be prepared as an amendment or addendum to this Supply
                       Contract.

                  (f)       If an Affiliate of Purchaser purchases Equipment,
                       Software and/or Services under this Supply Contract, it
                       shall be deemed to be Purchaser for all purposes with
                       respect to this Supply Contract, provided that a letter
                       agreement or other written amendment or addendum to this
                       Supply Contract has been executed by the Affiliate so
                       stating.

         2.5      It is further agreed that the payment terms under any such
                  agreement(s) shall be * from the issuance of the invoice
                  subject to the same invoice milestones as set forth in this
                  Supply Contract.

         2.6      Upon execution of this Supply Contract, Purchaser will be
                  deemed to have satisfied all volume discount requirements in
                  the Prior Supply Agreement and Supplier will issue an open
                  credit memo on the resulting additional earned credits, to be
                  applied against outstanding invoices and future purchases by
                  Purchaser under this Supply Contract. The amount of such
                  additional earned credit is *.

         2.7      This Supply Contract replaces and supersedes the terms and
                  conditions of the Prior Supply Agreement, except for the
                  warranty provisions, spare parts supply requirements,
                  indemnities and other provisions which by their nature extend
                  beyond the term of the Prior Supply Agreement, but which
                  relate to Equipment, Software and Services that was delivered
                  prior to the date hereof. All interest on late payments
                  accruing under Section 5.8 of the Prior Supply Contract are
                  hereby waived by Supplier


ARTICLE 3
SCOPE OF SUPPLY

         3.1      The Supplier shall supply to the Purchaser, pursuant to Orders
                  issued by the Purchaser in accordance with Paragraph 4.2
                  below, the Equipment, Software, Services, spare parts,
                  training, Documentation and the special tools and instruments
                  which are ordered by the Purchaser from time to time.

         3.2      A technical description of the BSS System is contained in
                  Appendices 2-5.

         3.3      Appendices 2-5 attached hereto define the technical limits
                  within which the Equipment and Software are limited as well as
                  the requirements of the environment, infrastructure and
                  interworking equipment necessary to achieve 


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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  properly functioning Equipment and Software. The conditions
                  and procedures for interface arrangement are also specified in
                  said Appendices 2-5. The Supplier shall, if so requested by
                  the Purchaser, take project management responsibility for the
                  implementation of interworking verification between the
                  Equipment and NSS equipment provided by a third party vendor
                  on terms and conditions to be mutually agreed upon by the
                  three parties involved. The Supplier further warrants that the
                  Equipment and Software shall, at all times, conform to the
                  A-Interface specifications as provided by the applicable
                  standard, as the same shall change from time to time. The
                  Supplier's cooperation with the third party NSS equipment
                  vendor shall include trouble shooting, interoperability
                  testing, and good faith effort to cooperate with such third
                  party to meet the Purchaser's requirements. It is however
                  expressly agreed that the Supplier shall not be liable in any
                  way for the functionality of any equipment or software
                  provided by a third party, or for any acts or omissions of
                  such third party. The Purchaser shall use all reasonable
                  efforts to enter into a similar undertaking with the third
                  party to ensure the third party's cooperation with the
                  Supplier to facilitate the objectives described herein.

         3.4      The Specifications to which the Equipment and Software shall
                  be required to conform are set forth in Appendices 2-5
                  attached hereto. The Supplier shall obtain any necessary type
                  approvals to the extent not heretofore obtained.

         3.5      The Supplier may use reliable subsuppliers and subcontractors
                  in the performance of its obligations hereunder and the
                  Supplier shall be fully responsible towards the Purchaser for
                  the performance hereunder. Supplier's warranties in Article 9
                  will include work performed by such subsuppliers and
                  subcontractors. The Parties hereby acknowledge that the
                  following Affiliates of the Supplier may be involved in the
                  manufacture and delivery under this Supply Contract:

                           Nokia Telecommunications Oy
                           Nokia Telecommunications Ltd.

                  It is agreed that the Purchaser shall have the right to
                  approve the engagement of major subcontractors or
                  subsuppliers, such approval not to be unreasonably withheld.

         3.6      Additions, deletions and other changes to this Supply Contract
                  require a written amendment of this Supply Contract. All such
                  Supply Contract amendments, which will be numbered
                  consecutively, shall be duly signed and delivered by
                  authorized representatives of both Parties prior to effecting
                  any of the changes therein contained. In the case of changes
                  needed in the timing of Equipment and Software deliveries, the
                  change order procedure specified in Appendix 6 shall apply.



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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         3.7      The Supplier shall within a reasonable time of receiving a
                  reasonable request for a change issued by the Purchaser
                  provide a written offer to the Purchaser. If the change is
                  with respect to the timing of a delivery or the quantities of
                  Equipment to be delivered and such change is in accordance
                  with the provisions of Appendix 6, Supplier will be obligated
                  to accept the change and will confirm the same as
                  above-described. If the change does not satisfy the
                  requirements of Appendix 6, Supplier will use all commercially
                  reasonable efforts to accommodate the change and will respond
                  by written offer as aforesaid, if the changed order can be
                  satisfied.

         3.8      Notwithstanding the foregoing provisions, the Supplier may
                  make minor modifications to the Equipment or Software or
                  provide new versions or models of individual items of
                  Equipment or Software, provided that such modifications and/or
                  new versions or models (i) fully meet the requirements of this
                  Supply Contract (including the Specifications), (ii) * , and
                  (iii) *.

                  Both Parties acknowledge that compatibility problems may arise
                  for established PCS operators like Purchaser when new
                  generations of PCS equipment are created and released by
                  providers such as Supplier. Both Parties also acknowledge that
                  Supplier needs to have flexibility to innovate and modify its
                  new products, so that it can achieve and maintain a leading
                  edge competitive advantage in the marketplace. The Parties
                  agree to cooperate with each other, to the extent reasonably
                  and commercially possible, in providing and soliciting
                  feedback from one another, concerning future generations of
                  equipment and software to be released by Supplier during the
                  term of this Supply Contract.

                  Notwithstanding the development of new generations of
                  Supplier's products, Supplier agrees that it will support the
                  products theretofore purchased by Purchaser for a period of
                  ten (10) years from the date hereof so that Purchaser has the
                  ability to repair, replace and expand its Systems without
                  being required to change out its existing Equipment and
                  Software.

         3.9      The Supplier hereby grants to the Purchaser during the term of
                  this Supply Contract, options to order additional quantities
                  of Equipment, Software and Services beyond that covered by the
                  Total Supply Contract Price. Unless otherwise mutually agreed,
                  all the terms and conditions of this Supply Contract shall
                  apply to the deliveries of the additional quantities of
                  Equipment and Software and to the performance of the
                  additional Services. An Additional Order consistent with the
                  foregoing shall be duly issued by the Purchaser and accepted
                  by the Supplier, in the event that the Purchaser elects to
                  exercise these options.

         3.10     The project organizations of Supplier and Purchaser are
                  described in Appendix 8. With respect to the Phoenix and
                  Seattle markets, Supplier agrees to provide the project
                  management services described in Section 7.2.



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Confidential & Proprietary


         3.11     The BSS Software provided under this Supply Contract (as
                  stated in Appendix 1A and the pricing of which is stated in
                  Appendix 10A) includes * . In the event any BSS Equipment and
                  Software modifications or any additional BSS Equipment or
                  Software are required, such modification shall be performed,
                  or such BSS Equipment or Software shall be supplied, * .

         3.12     The software pricing as stated in Appendix 10A shall include *
                  without any BSS Equipment and Software modifications being
                  required. In the event any BSS Equipment and Software
                  modifications or any additional BSS Equipment or Software are
                  required, such modification shall be performed, or such BSS
                  Equipment or Software shall be supplied, * .

ARTICLE 4
PURCHASER'S OBLIGATIONS

         4.1      The Purchaser shall pay the price of the Equipment, Software
                  and Services provided by the Supplier in accordance with
                  Article 5 hereunder.

         4.2      Purchaser agrees to provide Supplier with a * of Purchaser's
                  requirements for Equipment, Software and Services, updated
                  monthly and prepared in accordance with the forecast
                  procedures specified in Appendix 6.

                  The first such forecast has been provided and receipt of same
                  is hereby acknowledged by Supplier. Purchaser agrees that, in
                  the aggregate, its Orders (including Orders from Affiliates)
                  will at least equal the Total Supply Contract Price * . The
                  lead time for the provision of the Equipment, Software and
                  Services is specified in Appendix 6. The specified lead times
                  apply only in case the Equipment, Software and Services have
                  been subject to the forecast procedure referred to in Appendix
                  6 or the variances provided for therein. The lead time for
                  items not included in the forecast shall be subject to
                  separate agreement; provided, however that Supplier will use
                  all reasonable commercial efforts to provide such items within
                  the lead times set forth in Appendix 6.

         4.3      The Purchaser shall provide to the Supplier all the
                  information, in Purchaser's possession, that the Supplier may
                  reasonably request from time to time and that is necessary for
                  the proper performance of Supplier's obligations hereunder,
                  promptly upon request.

         4.4      The Purchaser shall obtain all the construction, zoning and
                  building consents, permits and approvals and operating
                  licenses necessary for the timely delivery, installation,
                  testing, commissioning and operation of each System. The
                  Supplier shall be responsible for obtaining the necessary type
                  approvals in the United States for the operation of the
                  Equipment as part of each System. The Supplier


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Confidential & Proprietary


                  shall manufacture, package, deliver and install all Equipment
                  and Software and perform all Services in compliance with all
                  relevant federal, state and local laws and regulations
                  (including, without limitation, FCC and OSHA) in force on the
                  date of shipment of such Equipment or Software or provision of
                  such Services. In addition, Supplier agrees in supplying all
                  Equipment, Software and Services, that it will comply with all
                  relevant, generally accepted technical standards in the
                  industry, unless Supplier reasonably believes that a new
                  technical standard developed by the industry does not serve
                  the best interests of Supplier, Purchaser, and the products to
                  be furnished under this Supply Contract, in which event
                  Supplier agrees to inform Purchaser of this concern and both
                  parties agree in good faith to attempt to reach agreement on a
                  mutually acceptable alternative technical standard.

         4.5     The Purchaser shall make available all the required Sites
                 meeting the site requirements specified in Appendix 9 attached
                 hereto, as well as access to any standard utility services for
                 each Site which are necessary to install the Equipment, in
                 reasonable time to allow for the timely delivery, installation,
                 testing, commissioning and operation of the Equipment and
                 Software. Purchaser shall not be required to provide any
                 customized utility services to Supplier. At each Project
                 Location, Purchaser agrees to provide Supplier's on-site
                 employees with * ; provided, however that Supplier shall be
                 responsible for providing such employees with * . Use of the
                 Sites and all such facilities by the Supplier for the
                 performance of its obligations hereunder shall be free of
                 charge to the Supplier. The Supplier shall have reasonable
                 access to all Sites and utilities at all reasonable times
                 (including using reasonable efforts to provide access during
                 overtime hours, Saturdays, Sundays and holidays).

         4.6     Whenever a Site is announced "ready" by Purchaser and handed
                 over to Supplier, Purchaser also agrees to furnish the
                 following Site identification information to Supplier: Site
                 name, number, street address, county where located, legal
                 description and Site owner's name.

         4.7      Both parties agree to have personnel available to each other
                  who have received training in Supplier's systems training
                  course, or who are otherwise knowledgeable with respect to
                  Supplier's systems. Such personnel will be made available by
                  both parties for purposes of the collaborative activities
                  contemplated by this Supply Contract, including Site
                  readiness, Site handover, Site Acceptance and other Site
                  activities.



ARTICLE 5
PRICE AND PAYMENTS



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                                                                              14

* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         5.1      Appendices 10A and 10B contain itemized prices for individual
                  units of Equipment, Software and Services as well as
                  provisions concerning validity of the prices over time.
                  Appendix 10C contains additional discounts available to
                  Purchaser for these items.

         5.2      With the exception of Purchaser's Initial Order hereunder, all
                  Equipment and Software for which Supplier receives Orders
                  shall be invoiced *. "Delivery" for purposes of this paragraph
                  shall mean as described in Article 6.1. If Purchaser, an
                  Affiliate or a * , wishes to develop a new System in a new
                  market, a payment schedule comparable to the Initial Order
                  schedule described above will be available to such entity, as
                  long as at least * base stations are bought for such market
                  from Supplier, and similar fixed deadlines for each payment
                  milestone are mutually agreed to..

         5.3      Services will be invoiced monthly based on the work completed.
                  Invoices shall be paid within 30 days of the date of invoice.

         5.4      With the exception of the Initial Order described in Article
                  5.2, all invoices for Equipment and Software shall be paid
                  within * from the date of invoice. * . In each case, time
                  periods are measured from the date of Purchaser's receipt of
                  the invoice (Supplier must fax all invoices to Purchaser, so
                  that the date of the invoice and the date of Purchaser's
                  receipt of the invoice are identical).

         5.5      Each Party shall designate a person whom the other Party may
                  contact with respect to all invoicing, pricing and payment
                  issues, and such person shall have the authority to make
                  decisions and answer the other Party's questions with respect
                  to such issues. Purchaser designates * as its initial
                  designated representative for these purposes. Supplier
                  designates * as its initial designated representative. Either
                  Party may designate substitutes or replacements for these
                  designated representative from time to time, with notice to
                  the other Party.

         5.6      Those additional Services that become necessary due to
                  Supplier's actions, such as the need to assign additional
                  installation personnel to make up for time lost or to rectify
                  the Supplier's errors or omissions in the Supply Contract
                  work, shall be * .

         5.7      All prices are expressed exclusive of any U.S. federal, state
                  or local sales, transfer and similar taxes levied on account
                  of sales hereunder. Such taxes and charges shall be invoiced
                  in addition to the price, if applicable. Purchaser agrees to
                  provide Supplier with any valid tax exemption certificates
                  which would permit non-payment of tax and Supplier agrees not
                  to charge Purchaser any taxes to which such tax certificates
                  pertain.



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                                                                              15

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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         5.8      In the event of any delay in payments, Purchaser shall pay
                  interest on the amount delayed at the prevailing * .

         5.9      Prices for Equipment, Software and Services not set forth in
                  Appendix 10, if not otherwise set forth in this Supply
                  Contract, shall be * .

         5.10     The purchase price for NMS/2000 and BSC Software for each of
                  the existing networks, which Supplier has provided the BSS
                  equipment for (meaning Portland and Des Moines), should be
                  compared to the new price for such Software in Appendix 10A. *
                  . All future pricing for such Software shall be that which is
                  set forth in Appendix 10A.


ARTICLE 6
DELIVERY

         6.1      All deliveries shall be F.O.B. (as defined in the Uniform
                  Commercial Code) at the intermediate storage location
                  designated by the Purchaser. The risk of loss in the Equipment
                  and Software shall transfer to the Purchaser upon Acceptance
                  thereof. The title in the Equipment shall transfer to the
                  Purchaser upon full payment thereof. The title in the Software
                  shall always remain with the Supplier and/or its licensors,
                  pursuant to the terms of the Software License attached as
                  Appendix 13.

         6.2      In the event that the Supplier shall not be responsible for
                  the performance of the implementation Services as set forth in
                  Paragraph 7.2 below, then the Purchaser shall inspect the
                  deliveries effected within thirty (30) calendar days of their
                  arrival to ascertain correct quantities and to record visible
                  transport damage, if any. In the event of any transport damage
                  being discovered, the Supplier shall effect replacement
                  delivery as soon as reasonably possible. In the absence of
                  manifest error or a written notice from Purchaser to the
                  contrary within sixty (60) calendar days of the arrival of
                  each delivery, correct quantities of Equipment and no visible
                  transport damage shall be deemed to have been effected in
                  accordance with the documentation issued by the Supplier.
                  Minor missing items and shortfalls which do not prevent the
                  erection and installation of the Equipment concerned shall not
                  render the delivery concerned incomplete for the purposes of
                  this Supply Contract on condition that the Supplier makes good
                  such missing items in sufficient time for the proper
                  installation and testing of the Equipment at the relevant Site
                  by the Purchaser.

         6.3      The time periods applicable to Orders shall be specified in
                  each such Order, in accordance with the order lead times
                  specified in Appendix 6 and shall, upon the confirmation of
                  the Supplier, become incorporated into the Time Schedule which
                  will be updated from time to time. Supplier is obligated to
                  confirm receipt or otherwise respond (in accordance with the
                  terms of this Supply Contract) to any Order received from
                  Purchaser. Both Parties expressly agree to adhere to said 


<PAGE>   17
                                                                              16

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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  Time Schedule. Each Party shall, however, be obliged to give
                  due consideration to any reasonable proposal of the other
                  Party regarding changes of the Time Schedule which, if agreed
                  upon, shall be recorded in an amendment of this Supply
                  Contract in accordance with the provisions of Paragraph 3.6
                  above.


ARTICLE 7
INSTALLATION

         7.1      Supplier and Purchaser have agreed to the implementation
                  procedures as set forth in Paragraph 3.5 in Appendix 8.

         7.2      * .


         7.3      Upon completion of the preparation of each Site, a certificate
                  to that effect shall be signed by the representatives of both
                  Parties. On that certificate there shall be recorded such
                  minor discrepancies observed (if any) that do not prevent the
                  testing and commissioning of the Equipment and Software in
                  accordance with the requirements of this Supply Contract. If
                  no certificate is signed by Purchaser due to unavailability or
                  other reason, the certificate as signed by Supplier will be
                  deemed accepted once Site has been placed into commercial use
                  in the market.

         7.4      If Equipment and Software can not be tested and commissioned,
                  even though the electrical and mechanical installation thereof
                  is substantially complete, the Parties agree to record
                  evidence of the substantial completion of the installation as
                  well as the reasons (and the measures to be undertaken by the
                  responsible Party) for such circumstances.



ARTICLE 8
INSPECTION, TESTING AND ACCEPTANCE

         8.1      The testing and quality assurance procedures of the Supplier
                  at the factory for the Equipment are described in Appendix 11.
                  The Purchaser shall have the right to be represented at the
                  factory testing of Equipment. All travel and accommodation
                  costs of the Purchaser's personnel during such inspection
                  visits shall be at the cost of the Purchaser. The Supplier
                  shall provide results of the factory tests of Equipment to the
                  Purchaser. Supplier agrees, during the term of this Supply
                  Contract, to keep Purchaser informed of the performance record
                  of each component and model of Equipment and Software offered
                  for purchase under this Supply Contract, including all defects
                  or problems which have occurred with other customers of
                  Supplier on a recurring basis. To the extent Supplier has
                  implemented corrective measures in other locations for these
                  same components 


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                                                                              17

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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  and model, Supplier will inform Purchaser of these corrective
                  measures and take such measures at its sole cost and expense.

         8.2      After completion of installation of each Site by the Supplier,
                  the Equipment and Software thereat shall be tested by the
                  Supplier. The Supplier shall notify the Purchaser in writing
                  not less than * prior to the commencement of such tests. The
                  Purchaser may, in respect of repeat deliveries of Equipment
                  and Software identical to items earlier delivered, waive the
                  performance of these tests in which case such Equipment and
                  Software shall become accepted, upon putting into commercial
                  service or, in the absence of written notice of rejection
                  given prior to the time limits hereinafter specified, thirty
                  (30) calendar days after completion of installation or * after
                  delivery, whichever occurs first.

         8.3      The program of tests to be conducted in respect of each type
                  of Equipment is specified in Appendix 11 attached hereto.

         8.4      The tests shall be carried out within the periods specified in
                  Appendix 11 from the date specified in the Supplier's notice
                  referred to in Paragraph 8.2 above. Upon achieving
                  satisfactory results of such tests, the Parties shall issue a
                  Certificate of Acceptance within * of the completion of the
                  tests in respect of the Site concerned. In the event that the
                  Purchaser's representative is not present at such tests, the
                  Certificate of Acceptance shall be issued by the Supplier on
                  the basis of the Supplier's test report. Minor deficiencies or
                  discrepancies which do not either prevent satisfactory
                  commercial operation of the Equipment and Software or result
                  in an absence of functionality materially affecting (a)
                  service quality, (b) service functionality, or (c) operations
                  and/or maintenance, shall not prevent the issuance of the
                  Certificate of Acceptance. Such deficiencies and discrepancies
                  shall be recorded in a separate document attached to the
                  Certificate of Acceptance, together with the corrective action
                  (and timeframes applicable to such action, which normally
                  shall not exceed 30 (thirty) days) to be taken by the
                  Supplier. The Supplier shall use its diligent efforts to cure
                  all of the deficiencies and discrepancies so recorded.

         8.5      In the event that the Equipment and Software at the Site
                  concerned does not satisfactorily pass the tests, the Supplier
                  shall rectify the defects as promptly as practicable and the
                  procedure referred to above in this Article shall be repeated
                  as many times as is necessary.

         8.6      If the Equipment and Software cannot be fully tested because
                  of reasons not primarily attributable to the Supplier, all
                  those tests that may be performed shall be carried out,
                  complemented by such alternative tests (such as simulated
                  transmission loops) as are possible in the circumstances.
                  Unless defects that are sufficient grounds for rejection of
                  Acceptance are discovered, the Equipment and Software
                  concerned shall be accepted and a Certificate of Acceptance
                  shall be 


<PAGE>   19
                                                                              18

* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  issued on condition that the missing tests, if any, shall be
                  carried out at a later date and the defects that may then be
                  discovered shall be subject to the Supplier's warranties to
                  the extent provided in Article 9 below.

         8.7      Acceptance of Equipment and Software that is put to commercial
                  use shall be deemed to have occurred regardless of whether
                  such Equipment and Software has become tested in accordance
                  with the foregoing provisions or not and regardless of the
                  results of any such tests. Commercial use shall be deemed to
                  have occurred for these purposes when the Purchaser's
                  customers are being serviced (except for testing purposes) or
                  are being charged for service which utilizes the Equipment. A
                  Certificate of Acceptance shall, in these cases and in any
                  cases where the Purchaser has failed to do so in accordance
                  with the foregoing provisions, be issued accordingly by the
                  Supplier without prejudice to the Supplier's obligation to
                  remedy defects under warranty or to complete agreed testing at
                  a later date.


ARTICLE 9
WARRANTIES, MAINTENANCE AND TECHNICAL SUPPORT

         9.1      Supplier warrants that the Equipment will be new, unused
                  (except for testing required under this Supply Contract) when
                  delivered and, subject to the provisions of this Article 9,
                  will be free from defects in materials and workmanship and
                  will substantially conform with and perform the functions set
                  forth in the Specifications during the warranty period of * .
                  The warranty period for each item of Equipment will begin
                  either * , whichever date is earlier (the "Warranty Period").
                  Repaired or replaced units and subassemblies shall have a new
                  Warranty Period of * from date of delivery to the Purchaser *.
                  The Supplier further warrants that all Services furnished
                  under this Supply Contract shall be performed in a
                  professional and workmanlike manner and shall be free from
                  defects in materials and workmanship during the Warranty
                  Period. If defects in material or workmanship or nonconformity
                  with Specifications appear within the Warranty Period, then
                  the Supplier shall as promptly as practicable, at its own
                  expense, repair or replace, at Supplier's own option, any such
                  defective Equipment or redo such faulty Services. Subject to
                  the terms of this Supply Contract, the warranties shall
                  equally apply in the event that the installation of the
                  Equipment is performed by, or on behalf of, the Purchaser.

         9.2      * .

         9.3      The Purchaser shall carry out the necessary work to identify
                  and locate the defect. Supplier shall provide Purchaser, under
                  appropriate confidentiality and non-disclosure precautions,
                  with the current specifications and schematic drawings of each
                  BTS model sold to Purchaser by Supplier. Supplier agrees to
                  provide reasonable technical assistance for such fault-finding
                  work upon request.



<PAGE>   20
                                                                              19

* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         9.4      The Purchaser shall arrange, at its own cost, the return
                  shipment of the defective part, subassembly or unit (if
                  applicable) to the facility in the United Sates therefor
                  designated by the Supplier, together with the appropriate
                  documentation required for such shipment and return shipment
                  thereof. The Supplier shall bear the costs of shipment of the
                  repaired or replaced unit to the Purchaser. The
                  re-installation of the repaired or replacement part,
                  subassembly or unit shall be performed by the Purchaser.

         9.5      The Purchaser shall notify the Supplier in writing of each
                  defect discovered in the Equipment promptly upon its
                  occurrence but in any event not later * after it has been
                  discovered. The Purchaser shall provide the following
                  information in each notice:

                  (a)      identification of the location of the Equipment;

                  (b)      identification of the Equipment (type, serial number,
                           date of delivery and commissioning);

                  (c)      description of the defect;

                  (d)      identification, if known, of the source of the
                           defects; and

                  (e)      identification, if known, of the defective
                           subassembly, if applicable.

                  The Purchaser shall promptly provide any additional
                  information known to Purchaser concerning the defect and its
                  occurrence that the Supplier may reasonably request.

         9.6      The warranties of the Supplier under this Article 9 are valid
                  only on condition that:

                  (a)      the Purchaser has acted substantially in conformity
                           with these warranty terms;

                  (b)      the Equipment has not been modified or repaired by
                           any unauthorized party or using any unauthorized
                           parts, subassemblies or software without the prior
                           written consent of the Supplier, which consent shall
                           not be unreasonably withheld.



<PAGE>   21
                                                                              20

* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         9.7      The warranties of the Supplier under this Article 9 do not
                  cover:

                  (a)      components which are normally consumable or
                           perishable in operation such as lamps, fuses etc.;

                  (b)      any defects arising out of or in connection with any
                           improper handling or use, due to no fault of the
                           Supplier, its employees, representatives, agents or
                           subcontractors, or by external reasons, such as (but
                           not limited to) excessive physical force, water or
                           humidity and other detrimental environmental or
                           operating conditions beyond the limits specified for
                           each item of Equipment in the Specifications;

                  (c)      electromagnetic interference beyond the limits set
                           forth in the technical appendices or malfunctions of
                           interconnected equipment;

                  (d)      damage to property or equipment other than the
                           Equipment itself; or

                  (e)      damage due to the Equipment not having been
                           transported, stored, installed and operated, by a
                           party other than the Supplier, its employees,
                           representatives, agents or subcontractors ,
                           substantially in accordance with the instructions and
                           specifications of the Supplier.

         9.7A     Notwithstanding the foregoing, if the Purchaser requests the
                  Supplier to repair any Equipment or component thereof which
                  has been damaged as a result of any of the events set forth in
                  Paragraphs 9.6 and 9.7 above, then the Supplier agrees to use
                  its reasonable efforts to repair or replace such Equipment or
                  component thereof and cure such defects and shall charge the
                  Purchaser the Supplier's standard rates for such services.

         9.8      The Parties acknowledge that all warranties with respect to
                  Software included within this Supply Contract shall be as set
                  forth in a separate software license agreement to be entered
                  into between the Purchaser and the Supplier in the form of
                  Appendix 13.

         9.9      Each Party hereto shall hold harmless and indemnify the other
                  Party for any and all liability arising from any accident or
                  injury to any person or property arising out of the errors,
                  omissions and other actions of that Party or its employees,
                  servants and agents and those of its subcontractors engaged in
                  the activities connected with this Supply Contract, provided
                  that the Party claiming such indemnity shall immediately
                  notify the other Party and afford the other Party with every
                  possibility (at such other Party's option and expense) to
                  defend against or otherwise dispose of or settle in its
                  discretion any claim thereof (with respect to which the Party
                  claiming indemnity shall give the other Party all reasonable
                  assistance and will not by any act or omission do anything
                  which may directly or 


<PAGE>   22
                                                                              21

* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  indirectly prejudice such other Party in connection
                  therewith). The Supplier hereby confirms that its potential
                  liability under this Paragraph is sufficiently covered by
                  insurance. The Purchaser shall take all reasonable measures,
                  whether or not proscribed by applicable law, to prevent access
                  of unauthorized persons to the Sites where Equipment is
                  installed and operated and to install proper warning signs
                  outside such Sites until the title is transferred to the
                  Purchaser.

         9.10     THE AFORESAID WARRANTIES ARE EXPRESSLY IN LIEU OF ALL
                  WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT
                  LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF
                  FITNESS, EACH OF WHICH ARE HEREBY DISCLAIMED.

         9.11     The Supplier covenants that it is willing to provide
                  maintenance and support services to the Purchaser for the
                  Equipment and Software incorporated in the System for a period
                  of * from the date hereof. Such services shall be subject to
                  concluding a separate contract between the Parties in the form
                  of Appendix 14. Purchaser may order this at any time or from
                  time to time as Purchaser deems appropriate as long as the
                  service is ordered for a minimum of one year at a time.

         9.12     The Supplier covenants that spare parts or functionally
                  equivalent replacement or expansion parts, within the limits
                  of the Specifications, shall be available to the Purchaser, at
                  prices and other conditions generally offered by the Supplier
                  and its Affiliates, for a period of * from the date hereof.

                  The Supplier may, at any time, cease production or purchase,
                  as the case may be, of any part of the Equipment; provided,
                  however, that the Supplier shall maintain a sufficient
                  inventory of such discontinued Equipment to meet the
                  Supplier's obligations under this Paragraph 9.12. The Supplier
                  shall notify the Purchaser of Supplier's intent to discontinue
                  production or purchase, as the case may be, specifying the
                  approximate number of such parts the Supplier then has in
                  inventory, * in advance of the final production run or
                  purchase to allow the Purchaser to purchase any additional
                  parts it may desire for inclusion in said final production run
                  or purchase.

                  In the event that the Supplier ceases production of such
                  parts, and in the absence of any compatible alternative
                  solution provided by the Supplier, the Supplier shall, upon
                  Purchaser's written request, deliver to the Purchaser such
                  drawings, specifications, special tooling and information as
                  may be necessary to manufacture or cause to be manufactured
                  any part of the Equipment as to which the Supplier has
                  notified the Purchaser of cessation of manufacture, provided
                  however, that such information is reasonably available to the
                  Supplier and transferable to the Purchaser without
                  restrictions from third parties, together with a
                  non-exclusive, non-transferable (except in the event that this
                  Supply Contract is


<PAGE>   23
                                                                              22

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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  transferred to a third party pursuant to Paragraph 16.4),
                  royalty-free license to make, use, or have made, any such part
                  or Equipment exclusively for the purpose of operating,
                  expanding and maintaining any System of the Purchaser, its
                  Affiliate or *, and not for any other purpose, to the extent
                  the Supplier is able to grant such a license. Any such
                  information furnished hereunder shall be subject to the
                  restrictions set forth in Article 13.

         9.13     In addition to the warranties set forth herein, if Supplier
                  purchases or subcontracts for the manufacture of any part of
                  the Equipment or the performance of any of the Services to be
                  provided hereunder from any other person, the warranties given
                  to the Supplier by such other person shall inure to the
                  benefit of Purchaser, and Purchaser shall have the right to
                  enforce such warranties through Supplier. Such warranties,
                  when available, shall be in addition to and not in lieu of any
                  warranties given by the Supplier under this Supply Contract.

         9.14     It is the intention of the Parties hereto that any problem,
                  defect or failure in any System (including, without
                  limitation, those relating to interference) which
                  detrimentally prevents satisfactory commercial operation of
                  the System or results in an absence of functionality
                  materially affecting (a) service quality, (b) service
                  functionality, or (c) operations and/or maintenance
                  ("Emergency") shall be corrected as promptly as practicable
                  and reasonable in the circumstances regardless of fault and in
                  this regard the Supplier agrees to use all reasonable efforts
                  to work with and cooperate with the Purchaser and any other
                  vendor or contractor to Purchaser to correct any such problem,
                  defect or failure. If the Purchaser and the Supplier disagree
                  as to the cause of the problem, defect or failure, or the
                  action to be taken, at Purchaser's request, the Supplier shall
                  nevertheless correct any problem, defect or failure in the
                  System (whether or not such problem, defect or failure is the
                  responsibility of the Supplier) as promptly as practicable and
                  bill the Purchaser for such; provided, however, that the
                  Supplier shall not be required to repair or modify any
                  equipment purchased by the Purchaser from a third party. The
                  Parties shall thereafter negotiate in good faith to determine
                  whether such problem, defect or failure was the responsibility
                  of the Supplier (including its employees, representatives,
                  agents, or subcontractors) or any other party. If determined
                  that such problem, defect or failure was not the
                  responsibility of the Supplier (including its employees,
                  representatives, agents or subcontractors), the Supplier shall
                  charge the Purchaser the Supplier's standard rates for such
                  service.

         9.15     The Supplier shall, at its sole cost and expense, cause to be
                  maintained at all times during the term of this Supply
                  Contract the following insurance:

                  (a)       Worker's Compensation insurance in the form and 
                       amount prescribed by law of the state in which Services 
                       are performed; and



<PAGE>   24
                                                                              23

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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  (b)       Employer's liability insurance with limits of at 
                       least $ * for each occurrence; and

                  (c)       Comprehensive general liability insurance with a 
                       broad form endorsement which includes, but is not limited
                       to, coverage for products liability, personal injury,
                       broad form property damage, coverage for completed
                       operations, and contractual liability, with respect to
                       the liability assumed by the Supplier hereunder. Limits
                       will not be less than $ * combined single limit for each
                       occurrence; and

                  (d)       Umbrella liability insurance with limits of at least
                       $ * for each occurrence.

         9.16     All of Supplier's products delivered under this Supply
                  Contract will be made Millennium compatible and are covered by
                  Supplier's standard warranty provisions hereunder. "Millennium
                  compatible" for these purposes will mean that the product will
                  record, store, process and present calendar dates falling on
                  or after January 1, 2000, in substantially the same manner,
                  and with substantially the same functionality as such product
                  handled calendar dates falling on or before December 31, 1999,
                  and that such product will do so without material interruption
                  and with no material ambiguity as to century.


ARTICLE 10
DELAYS, DAMAGES AND TERMINATION

         10.1     * .

         10.2     In the event that the Supply Contract work is prevented or
                  impeded by reasons not attributable to the Supplier, its
                  employees, agents, representatives or subcontractors, then the
                  applicable time periods contained in the Time Schedule shall
                  be extended (without prejudice to other possible consequences
                  under this Supply Contract) correspondingly.

         10.3     NOTWITHSTANDING ANY OTHER PROVISION OF THIS SUPPLY CONTRACT,
                  NEITHER PARTY (NOR ITS AFFILIATES) SHALL UNDER ANY
                  CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INDIRECT,
                  CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOST PROFITS, LOST
                  OPPORTUNITIES, LOST REVENUES OR DAMAGES ARISING FROM LOSS OF
                  USE HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THIS SUPPLY
                  CONTRACT AND THAT THE SUPPLIER'S (AND ITS AFFILIATES')
                  LIABILITY FOR BREACH OF WARRANTY HEREUNDER SHALL BE STRICTLY
                  LIMITED TO, IN THE SUPPLIER'S DISCRETION, REPAIR OR
                  REPLACEMENT OF THE NON-


<PAGE>   25
                                                                              24

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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                  CONFORMING GOODS OR PARTS THEREOF OR THE REPAYMENT OF AMOUNTS
                  THERETOFORE PAID WITH RESPECT THERETO. Nothing in this
                  paragraph 10.3 is intended to limit, modify or rescind the
                  provisions of paragraph 10.1 * or paragraph 14.2 (trade
                  infringement indemnity).

         10.4     In the event that a Party is in default of a material
                  obligation under this Supply Contract (other than a payment
                  obligation) and fails to remedy (or, as applicable, to take
                  sufficient action to remedy) such default within a reasonable
                  time fixed by the non-defaulting Party (which period shall not
                  be less than * in a written notice drawing the attention of
                  the defaulting Party to the default and requiring the same to
                  be remedied, then the non-defaulting Party shall have the
                  right to terminate this Supply Contract within * of the expiry
                  of the period fixed, provided that the period during which the
                  defaulting Party shall have the right to cure such a default
                  shall be extended as long as the defaulting Party is
                  diligently and promptly taking all reasonable actions to cure
                  such a default. In the event that a Party is in default of a
                  payment obligation, the terms of the preceding sentence shall
                  apply except that the reasonable time period to be fixed by
                  the non-defaulting Party shall not be less than *. In the
                  event of bankruptcy, receivership or comparable procedure
                  under applicable law of a Party hereto or in case the default
                  is not capable of being remedied, then the non-defaulting
                  Party may terminate this Supply Contract forthwith.
                  Termination shall apply to such part of the Supply Contract as
                  remains unperformed unless it would be manifestly unreasonable
                  to require the terminating Party to retain the part performed
                  by the defaulting Party.

         10.5    In the event that the Purchaser's license to operate any market
                 which is being deployed with the Supplier's Equipment, Software
                 or Services is subsequently revoked, then the Purchaser may
                 terminate this Supply Contract with respect to that market, but
                 not with respect to any other market being deployed at the
                 time, if applicable. In such case the Purchaser shall
                 compensate the Supplier for all Equipment and Software
                 delivered and Services performed and for all the Equipment
                 ordered prior to the date of notice to terminate the Supply
                 Contract, provided however that the Supplier has commenced the
                 manufacture of the same, and provided further that the Supplier
                 can not reasonably dispose of the same with other customers. In
                 any such case the Purchaser's commitment with respect to the
                 Total Supply Contract Price shall be proportionately reduced
                 based on the value of the markets being deployed and canceled.

ARTICLE 11
FORCE MAJEURE

         11.1     Neither Party shall be liable to the other for any delay or
                  non-performance of its obligations hereunder in the event and
                  to the extent that such delay or non-performance is due to an
                  event of Force Majeure (as hereinafter defined).



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Confidential & Proprietary


         11.2     The following events shall be recognized as events of Force
                  Majeure:

                  War, civil unrest, strikes, lock-outs and other general labor
                  disputes, acts of government, natural disasters, exceptional
                  weather conditions, breakdown or general unavailability of
                  transport facilities, accidents, fire, explosions, and general
                  shortages of energy, materials and components, and other
                  similar events, in each case which are beyond the control of
                  the Party and which occur after the date of signing of this
                  Supply Contract and which were not reasonably foreseeable at
                  the time of signing of this Supply Contract and whose effects
                  are not capable of being overcome without unreasonable expense
                  to the Party concerned.

         11.3     Each Party shall inform the other Party of the occurrence of
                  any event of Force Majeure, its expected duration and
                  cessation, respectively without delay.

         11.4     In the event that performance of Supply Contract work becomes
                  substantially suspended as the result of an event of Force
                  Majeure for a continuous period exceeding *, then the other
                  Party has the right to cancel the Supply Contract in respect
                  of the unperformed part of the Supply Contract. The Party
                  whose performance is affected by Force Majeure shall not incur
                  any liability to the other Party as a result of cancellation
                  pursuant to this Paragraph 11.4. For the sake of clarity it is
                  recorded here that the Party whose performance is so affected
                  by Force Majeure shall not have the right to cancel this
                  Supply Contract due to such Force Majeure.

         11.5     Delay or non-performance arising in the performance by a
                  subcontractor of a Party hereto shall be excusable only if the
                  subcontractor itself would be excused under the foregoing
                  provisions if said subcontractor had contracted directly with
                  the Purchaser.


ARTICLE 12
GOVERNMENT REGULATIONS

         12.1     Each Party hereto shall be solely responsible for complying
                  with all applicable legislation or regulations when performing
                  its activities under or in connection with this Supply
                  Contract. All Equipment and Software furnished to Purchaser by
                  Supplier hereunder shall be manufactured in compliance with
                  applicable Federal Communications Commission rules and
                  regulations in effect at the time of manufacture and delivery
                  of the particular item of Equipment or Software.

         12.2     Each Party hereto agrees not to export or re-export, as the
                  case may be, any Equipment or information to any country
                  without obtaining any licenses and permits that may be
                  required under any applicable legislation or regulations.



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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


         12.3     Without limiting the generality of the foregoing, each Party
                  shall be responsible for compliance with the applicable tax,
                  social security and similar regulations applicable to its
                  activities hereunder. Purchaser will be responsible for any
                  property taxes levied against the Equipment once delivered to
                  a PCS Market warehouse. Supplier shall be responsible for any
                  customs duties or customs taxes on the Equipment and Software
                  delivered hereunder.



ARTICLE 13
CONFIDENTIALITY

         13.1     Each Party (hereinafter the "Receiving Party") shall keep all
                  Information received from the other Party (hereinafter the
                  "Disclosing Party") in whatever form as strictly confidential
                  and shall not disclose it to third parties without the prior
                  written consent of the Disclosing Party. Information shall not
                  be used by the Receiving Party for any purpose other than in
                  connection with the purposes of this Supply Contract or the
                  operation of the System. The foregoing obligations shall not
                  apply to any Information which:

                  (a)      is in the public domain at the time of disclosure or
                           later becomes part of the public domain through no
                           fault of the Receiving Party;

                  (b)      was known to the Receiving Party prior to disclosure
                           by the Disclosing Party as proven by the
                           contemporaneous written records of the Receiving
                           Party;

                  (c)      is disclosed to the Receiving Party by a third party
                           who did not obtain such Information, directly or
                           indirectly, from the Disclosing Party subject to any
                           confidentiality obligation;

                  (d)      is at any time independently developed by the
                           Receiving Party as proven by its contemporaneous
                           written records;

                  (e)      is expressly authorized in writing by the Disclosing
                           Party; or

                  (f)      is required by law, court order or a governmental
                           agency to be disclosed (in which case the Receiving
                           Party will give the Disclosing Party as much notice
                           thereof as reasonably practicable and which will be
                           done subject to confidentiality protection to the
                           extent reasonably available).

         13.2     The Parties recognize that each of them is part of an
                  organization of multiple legal entities in several
                  jurisdictions and that it may be necessary or appropriate for


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Confidential & Proprietary


                  each Party to provide Information to its Affiliates. For this
                  purpose, each Party agrees (both as the Disclosing Party and
                  as the Receiving Party hereunder) that:

                  (a)      the Receiving Party may disclose Information to an
                           Affiliate but only to the extent that such Affiliate
                           has a need to know such Information in order to carry
                           out the purpose described herein. The Purchaser may
                           disclose Information to a * only subject to prior
                           consent of the Supplier which consent shall not be
                           unreasonably withheld;

                  (b)      disclosure by or to an Affiliate of a Party hereto
                           shall be deemed to be a disclosure by or to that
                           Party, as applicable; and

                  (c)      each Party guarantees the observance and proper
                           performance by all of its Affiliates of the terms and
                           conditions of this provision.

         13.3     Information shall be deemed the property of the Disclosing
                  Party, and the Receiving Party will, upon receipt of a written
                  request from the Disclosing Party, return all Information
                  received in tangible form to the Disclosing Party or destroy
                  all such Information and all copies thereof or documents
                  containing Information (except that a single copy may be
                  retained by counsel for record purposes, to be used only if a
                  dispute arises which relates to the Information). It is
                  however agreed that the Purchaser shall have the right to
                  retain Information necessary for the proper installation,
                  expansion, operation and maintenance of the System.

         13.4     Each Party shall limit access to Information to those of its
                  employees, representatives, contractors or advisors to whom
                  such access is reasonably necessary or appropriate for the
                  proper performance of Supply Contract work or installation,
                  expansion, operation or maintenance of the System.

         13.5     Notwithstanding the foregoing, neither Party shall be liable
                  to the other for any unauthorized disclosure of Information if
                  it can be established that it has exercised the same degree of
                  care in protecting the Information from such disclosure as it
                  exercises in respect of its own confidential information and
                  business secrets.

         13.6     The provisions of this Article 13 shall bind the Parties for a
                  period of * from the date of signing of this Supply Contract
                  or, in respect of every item of Information later disclosed
                  hereunder, a period of * from disclosure, whichever period is
                  longer regardless of any earlier termination, cancellation or
                  completion of this Supply Contract.


ARTICLE 14
INTELLECTUAL PROPERTY RIGHTS



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Confidential & Proprietary


         14.1     Ownership of the copyright and all other intellectual property
                  rights in all drawings, specifications, manuals, documents,
                  and data, provided by one Party hereto to the other under this
                  Supply Contract shall remain with the Party first referred to
                  above but the receiving Party shall be deemed to have a
                  non-exclusive royalty-free license (subject to any fees
                  therefor set forth in Appendix 10A or Appendix 10B) to use
                  such copyright or other intellectual property rights in
                  accordance with the terms of this Supply Contract for the
                  performance of the Supply Contract work as well as for the
                  operation and maintenance of the System in the United States.
                  Such license shall not include any right to grant sublicenses
                  except as set forth in Paragraph 16.4 below. Unauthorized
                  copying shall be strictly prohibited.

         14.2     Subject to the conditions and limitations set forth below, the
                  Supplier undertakes to defend, at its own expense, and to
                  indemnify the Purchaser for any cost, loss or damage arising
                  out of infringement of United States patents, copyrights or
                  registered designs or other intellectual property rights of
                  third parties by use of the Equipment or Software for their
                  intended purposes in any System governed by this Supply
                  Contract (within the United States), and the Supplier shall
                  pay all sums, including without limitation, attorneys fees and
                  other costs which, by final judgment or degree, or in
                  settlement of any such suit or claim, may be assessed against
                  the Purchaser on account of such infringement, provided that:

                  (a)      in case of any claim of infringement, the Purchaser
                           shall promptly notify the Supplier and afford the
                           Supplier with every possibility to, at Supplier's
                           option, but with an obligation to find a solution
                           which will enable the operation of the System
                           affected by such claim (and at no cost to the
                           Purchaser) to modify the Equipment or Software so as
                           to make it non-infringing, provided that such
                           modified Equipment or Software substantially conforms
                           to the Specifications and any work to be performed in
                           conjunction therewith shall, to the extent possible,
                           be performed during off-hours or otherwise with
                           minimum interruption of service, to obtain a license
                           from the owner of the right that is alleged to be
                           infringed by Equipment or Software and/or to defend
                           against or otherwise dispose of or settle in its
                           discretion, but with the obligation to find a
                           solution that will enable the operation of the
                           System, the claim of infringement (with respect to
                           which the Purchaser shall give the Supplier all
                           reasonable assistance and will not by any act or
                           omission do anything which may directly or indirectly
                           prejudice the Supplier in connection therewith); and

                  (b)      the foregoing shall not apply in cases where (and to
                           the extent that) the claim for infringement is based
                           on any unauthorized modification of the Equipment or
                           Software, use of Equipment or Software for purposes
                           other than that they were designed for or if the
                           infringement results from compliance by the Supplier
                           with any part of the specification that is a


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Confidential & Proprietary


                           requirement which is designed by the Purchaser and
                           which is not reasonably capable of being complied
                           with without infringement of the intellectual
                           property right on which the third party has based its
                           claim; and

                  (c)      to the extent that a third party makes a claim of
                           infringement against the Supplier or its Affiliates
                           engaged in Supply Contract work based on the
                           exceptions specified in the foregoing subparagraph
                           (b) above, the Purchaser shall indemnify the Supplier
                           in respect of any cost, loss or damage arising out of
                           such action, subject to the same conditions (mutatis
                           mutandis) as are specified in subparagraph (a) above.

         14.3     The use of any Software within the Equipment shall be subject
                  to a separate license agreement in the form of Appendix 13.



ARTICLE 15
EFFECTIVE DATE

         15.1     This Supply Contract becomes effective on the date when this
                  Supply Contract has been signed by the duly authorized
                  representatives of both Parties and delivered by each Party to
                  the other Party.

         15.2     This Supply Contract shall remain valid for a period of five
                  (5) years from the date of signature hereof, unless earlier
                  terminated pursuant to Paragraph 10.4. 10.5 or 11.4.


ARTICLE 16
GENERAL

        16.1      Any and all disputes that may arise between the Parties (and
                  any claim by a Party against an Affiliate of the other Party)
                  under or in connection with this Supply Contract shall be
                  finally settled (together with any counterclaims and any
                  disputes under or in connection with the Support Services
                  Agreement or the Software License Agreement) in arbitration by
                  a single arbitrator, or if no such arbitrator can be
                  identified, by a panel of three (3) arbitrators, in accordance
                  with the Commercial Arbitration Rules of the American
                  Arbitration Association then in effect unless otherwise agreed
                  by the Parties. The Parties agree to seek to mutually
                  designate an independent technical expert in the field to act
                  as the arbitrator of any dispute with respect to technical
                  issues. In the event that the Parties hereto cannot agree upon
                  a mutually acceptable arbitrator, then each Party shall
                  appoint one (1) arbitrator, and such two (2) arbitrators shall
                  in turn appoint a third arbitrator, and such three (3)
                  arbitrators shall constitute the panel. In the 


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Confidential & Proprietary


                  event that the two (2) arbitrators appointed by the Parties
                  are unable to agree on the third arbitrator, then such third
                  arbitrator shall be appointed by the American Arbitration
                  Association. Should either Party fail to appoint an arbitrator
                  and to notify the other Party of such appointment within
                  thirty (30) days after a demand has been made in writing by
                  the other Party for such appointment, or should either
                  arbitrator so appointed decline to serve and no replacement is
                  appointed within thirty (30) days thereof, then the arbitrator
                  duly appointed and willing to serve shall be the sole
                  arbitrator to consider the dispute. The compensation, cost and
                  expense of single arbitrator, technical expert, or the panel
                  of the three (3) arbitrators, as applicable, shall be paid by
                  the Party found to be at fault, as stated in the arbitration
                  award, unless otherwise determined by the arbitrators to be
                  reasonable in the circumstances. The arbitration shall be
                  conducted on a confidential basis in New York, New York in the
                  English language. The award shall be final and binding on the
                  Parties and enforceable in any court of competent
                  jurisdiction. Neither Party shall institute a proceeding
                  hereunder unless at least sixty (60) days prior thereto such
                  Party shall have furnished to the other notice of its intent
                  to do so. Neither Party shall be precluded hereby from seeking
                  provisional remedies in the courts of any jurisdiction,
                  including, but not limited to, temporary restraining orders
                  and preliminary injunctions, to protect its rights and
                  interests, but such shall not be sought as a means to avoid or
                  stay arbitration, nor shall either Party be precluded from
                  pursuing any available remedies with respect to protection of
                  its Software or Information.

         16.2     No failure or delay of either Party in exercising its rights
                  hereunder (including but not limited to the right to require
                  performance of any provision of this Supply Contract) shall be
                  deemed to be a waiver of such rights unless expressly made in
                  writing by the Party waiving its rights. This Supply Contract
                  may not be terminated, modified, amended or waived orally but
                  only through a writing signed by an authorized representative
                  of the Party against whom it is sought to be enforced. There
                  are no representations or warranties except as expressly
                  stated herein.

         16.3     Any notice given by one Party to the other shall be deemed
                  properly given if specifically acknowledged by the receiving
                  Party in writing or when delivered to the recipient by
                  certified or registered mail, return receipt requested, or by
                  confirmed telecopier, or other form of confirmed electronic
                  transmission, telex transmission, or other form of confirmed
                  electronic transmission, to the following addresses:

                  (a)      if to the Purchaser, to:

                           Western PCS Corporation
                           2001 N.W. Sammamish Road
                           Issaquah, WA 98027


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confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
Confidential & Proprietary


                           Attention:  Executive Director of Legal Affairs
                           Fax: 425/313-7960

                           with a copy to:

                           Western PCS Corporation
                           3650 131st Avenue S.E., #400
                           Bellevue, WA 98006
                           Attention: Vice President, Engineering
                           Fax: 425/586-8814

                           with a copy to:

                           Rubin Baum Levin Constant & Friedman
                           30 Rockefeller Plaza
                           New York, NY 10112
                           Attention: Mr Barry A. Adelman
                           Fax: 212/698-7825

                  (b)        if to the Supplier, to:

                           Nokia Telecommunications Inc.
                           6000 Connection Drive
                           Irving, Texas  75039
                           Fax: 972/894-5811
                           Attention:  Chief Legal Officer

                           with a copy to:

                           Nokia Telecommunications Inc.
                           6000 Connection Drive
                           Irving, Texas 75039
                           Fax: 972/894-6009
                           Attention:  Account Manager, Western Wireless

                  or to such other address or addresses as a Party shall
                  designate by notice given in such manner to the other Party.

         16.4     Neither Party shall assign or transfer to any third party,
                  without the prior written consent of the other Party, this
                  Supply Contract or any of its share or interest therein. Such
                  consent shall not be unreasonably withheld in case of
                  assignment to an Affiliate of the assigning Party, on
                  condition that the assigning Party shall remain fully
                  responsible towards the other Party for the proper fulfillment
                  of this Supply Contract.



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Confidential & Proprietary


                  Notwithstanding the beforesaid, in the event that the
                  Purchaser transfers its assets in any PCS Market which deploys
                  the Supplier's Equipment to another entity which shall take
                  over the ownership and operation of that market, then the
                  Purchaser shall be entitled to assign the Purchaser's rights
                  under this Supply Contract to such party with respect to such
                  market, provided however, that the party in question agrees in
                  writing to be bound by the terms and conditions of this Supply
                  Contract and any associated agreements then in effect between
                  the Parties, and that the Supplier is reasonably satisfied of
                  the creditworthiness of such party and its ability to fulfill
                  the terms and conditions of this Supply Contract and the other
                  agreements then associated therewith. It is however expressly
                  agreed that such assignment shall not extend to any
                  indebtedness of the Purchaser. In the event of an authorized
                  assignment as described above, purchases made by such Assignee
                  shall be applied against the Total Supply Contract Price.

                  Any assignment in violation of the foregoing shall be null and
                  void.

         16.5     The relationship between the Supplier and the Purchaser during
                  the term hereof shall be solely that of vendor and vendee; the
                  Purchaser, its agents, employees, representatives or
                  Affiliates shall under no circumstances be deemed agents or
                  representatives of the Supplier or its Affiliates, nor shall
                  the Supplier, its agents, employees, representatives or
                  Affiliates under any circumstances be deemed agents or
                  representatives of the Purchaser or its Affiliates, and the
                  Purchaser and its agents, employees, representatives or
                  Affiliates shall have no right to enter into any contracts or
                  commitments in the name of or on behalf of the Supplier and
                  its Affiliates, or to bind the Supplier and its Affiliates, in
                  any respect whatsoever, nor shall Supplier and its agents,
                  employees, representatives or Affiliates have any right to
                  enter into any contracts or commitments in the name of or on
                  behalf of the Purchaser and its Affiliates, or to bind the
                  Purchaser and its Affiliates, in any respect whatsoever.

         16.6     This Supply Contract contains the entire understanding between
                  the Parties in respect of the subject matter hereof and all
                  previous correspondence, memoranda, minutes of meetings,
                  offers, enquiries, leaflets, brochures, agreements (including
                  without limitation, the Prior Supply Agreement) and other
                  documents exchanged between the Parties prior to the date of
                  this Supply Contract shall be canceled and superseded by this
                  Supply Contract unless, in respect of any particular document,
                  expressly incorporated herein by reference or as an attachment
                  hereto. No waiver of any term or condition shall be deemed a
                  waiver of any such term or condition in the future, unless
                  such change, amendment, modification or waiver shall be in
                  writing and signed by authorized representatives. Without
                  limitation on the foregoing, neither the warranties or the
                  limitations thereto nor any other term or condition set forth
                  in this Supply Contract may be changed, amended, modified or
                  waived as a result of any purchase Order submitted by the
                  Purchaser nor by the 


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Confidential & Proprietary


                  acceptance of any such purchase Order or by any acknowledgment
                  thereof submitted by the Supplier. In the event of any
                  conflict or inconsistency between the terms of any purchase
                  Order or acknowledgment, the terms and conditions of this
                  Supply Contract shall control.

         16.7     This Supply Contract may be executed in any number of
                  counterparts, each of which shall constitute an original, but
                  all of which, when taken together, shall be considered one
                  document.

         16.8     This Supply Contract is governed and interpreted in accordance
                  with the laws of the state of New York, without regard to its
                  conflict of laws principles, as if wholly performed therein.
                  The Parties hereby exclude the application hereto of the
                  United Nations Convention on Contracts for the Sale of Goods.

         16.9     If any provision of this Supply Contract is declared by a
                  court of competent jurisdiction to be invalid, illegal or
                  unenforceable, (a) the validity, legality and the
                  enforceability of the remaining provisions contained herein
                  shall not in any way be affected or impaired thereby, (b) such
                  provision shall be substituted by a valid and enforceable
                  provision as similar as possible to the provision at issue,
                  which substituted provision shall be effective in the
                  jurisdiction in which the initial provision was declared to be
                  invalid, illegal or unenforceable, and (c) such invalid,
                  illegal or unenforceable provision shall remain in full force
                  and effect in any jurisdiction in which it is not held to be
                  invalid, illegal or unenforceable.

         IN WITNESS WHEREOF this Supply Contract has been signed by the duly
         authorized representatives of each Party hereto.




         Western PCS Corporation            Nokia Telecommunications Inc.




         By: /s/BOB STAPLETON              By:  /s/JYRKI SALO           
             ------------------------           ---------------------------
         Name:  Bob Stapleton              Name:   Jyrki Salo                
               ----------------------             -------------------------
         Title: President                  Title:  President                 
                ---------------------              ------------------------

         Date: March 9, 1998                Date: March 9, 1998