<PAGE>

                                                                   Exhibit 10.35

================================================================================


                               PURCHASE AGREEMENT

                                     between

           WIRELESS ONE OF NORTH CAROLINA, L.L.C., WAVETEL NC LICENSE
               CORPORATION, WAVETEL, L.L.C. and WAVETEL TN, L.L.C.

                                       and


                          FIXED WIRELESS HOLDINGS, LLC


                            Dated as of June 6, 2005


[***Portions of this Exhibit have been omitted and filed separately with the
Securities and Exchange Commission as part of an application for confidential
treatment pursuant to the Securities Act of 1933, as amended]

================================================================================
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S>                                                                           <C>
ARTICLE 1 DEFINITIONS.......................................................   1
ARTICLE 2 PURCHASE AND SALE OF ASSETS.......................................   5
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER..........................   6
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................  11
ARTICLE 5 COVENANTS AND OTHER AGREEMENTS....................................  12
ARTICLE 6 CONDITIONS TO CLOSING.............................................  14
ARTICLE 7 TERMINATION.......................................................  16
ARTICLE 8 SURVIVAL AND REMEDIES.............................................  16
ARTICLE 9 MISCELLANEOUS.....................................................  19
</TABLE>

                                    EXHIBITS

<TABLE>
<S>             <C>
Exhibit A-1     BTAs and Licenses

Exhibit A-2     Leases

Exhibit A-3     Assigned Contracts

Exhibit A-4     Equipment

Exhibit B       Form of Instrument of Assignment for Licenses

Exhibit C       Form of Assignment and Assumption for Leases and Assigned Contracts

Exhibit D       Form of Legal Opinion

Exhibit E       Form of Escrow Agreement

Exhibit F       Disclosure Schedule
</TABLE>


                                        i
<PAGE>
                               PURCHASE AGREEMENT

      This PURCHASE AGREEMENT, dated as of June 6, 2005 (the "Effective Date"),
is among Wireless One of North Carolina, L.L.C., a limited liability company
organized under the laws of the State of Delaware, Wavetel NC License
Corporation, a corporation organized under the laws of the State of Delaware,
Wavetel, L.L.C., a limited liability company organized under the laws of the
State of Delaware and Wavetel TN, L.L.C., a limited liability company organized
under the laws of the State of Delaware (collectively, the "Seller"), and Fixed
Wireless Holdings, LLC, a Delaware limited liability company ("Purchaser").
Seller and Purchaser may be referred to herein as "Parties" or each a "Party."

                                    RECITALS

      A. Seller holds certain assets, including Basic Trading Authorizations
("BTAs") and licenses granted by the FCC authorizing Seller to construct and
operate Broadband Radio Service, formerly known as MMDS ("BRS"), channels (the
"Seller Channels"), and lease agreements pursuant to which Seller leases the
excess capacity on certain channels (the "Leased Channels, and together with the
Seller Channels, the "Channels") under certain licenses granted by the FCC
authorizing the construction and operation of BRS and Educational Broadband
Radio Service ("EBS"), formerly known as Instructional Television Fixed Service.

      B. On and subject to the terms and conditions set forth in this Agreement,
Seller desires to sell certain of its assets and assign certain of its
liabilities relating to and including BTAs and licenses and leases for BRS and
EBS spectrum to Purchaser, and Purchaser desires to purchase such assets and
assume such liabilities.

      NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the Parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      As used in this Agreement, the following terms shall have the meanings set
forth or referenced below:

      "Affiliate" means, with respect to any Person, any other Person that,
directly or indirectly, alone or through one or more intermediaries, controls or
is controlled by that Person. For purposes of this definition, "control"
(including the terms "controlling" and "controlled") means the power to direct
or cause the direction of the management and policies of a Person, directly or
indirectly, whether through the ownership of securities or partnership or other
ownership interests, by contract or otherwise.

      "Agreement" means this Purchase Agreement and all Exhibits and Schedules
hereto, as amended, supplemented or otherwise modified from time to time in
accordance with the terms hereof.

                                       1
<PAGE>
      "Assets" is defined in Section 2.1.

      "Assigned Contracts" is defined in Section 2.1.

      "Assumed Liabilities" is defined in Section 2.3.

      "BRS" is defined in Recital A.

      "BTA" is defined in Recital A.

      "Business Day" means any day, other than a Saturday or Sunday, on which
commercial banks and foreign exchange markets are open for business in Seattle,
Washington.

      "Channels" is defined in Recital A.

      "Claim" is defined in Section 8.4(a).

      "Closing" is defined in Section 2.6.

      "Closing Date" is defined in Section 2.6.

      "Confidential Information" means any and all information regarding the
business, finances, operations, products, services and customers of each party,
as applicable, and their respective Affiliates, in written or oral form or in
any other medium.

      "Consent-Satisfied Leases" mean the Leases for which consent has been
obtained prior to the Closing.

      "Consents" means all consents and approvals of Governmental Authorities or
other third parties necessary to authorize, approve or permit the Parties hereto
to consummate the Transactions.

      "Damages" means any and all losses, claims, demands, liabilities,
obligations, actions, suits, orders, statutory or regulatory compliance
requirements, or proceedings asserted by any Person, and all damages, costs,
expenses, assessments, judgments, recoveries and deficiencies, including
interest, penalties, investigatory expenses, consultants' fees, and reasonable
attorneys' fees and costs, of every kind and description, contingent or
otherwise that are, except in the case of costs and expenses, finally awarded as
a result of such proceeding or are agreed pursuant to a final written settlement
agreement.

      "EBS" is defined in Recital A.

      "Effective Date" is defined in the preamble.

      "Excluded Assets" is defined in Section 2.2.

      "Excluded Liabilities" is defined in Section 2.3.


                                       2
<PAGE>
      "FCC" means the Federal Communications Commission or any successor agency
thereof.

      "FCC Rules" means Title 47 of the Code of Federal Regulations, as amended
at any time and from time to time, and FCC decisions, policies, reports and
orders issued pursuant to the adoption of such regulations.

      "Final Order" means an action or decision of the FCC as to which (i) no
request for a stay or similar request is pending, no stay is in effect, the
action or decision has not been vacated, reversed, set aside, annulled or
suspended and any deadline for filing such request that may be designated by
statute or regulation has passed, (ii) no petition for rehearing or
reconsideration or application for review is pending and the time for the filing
of any such petition or application has passed, (iii) the FCC does not have the
action or decision under reconsideration on its own motion and the time within
which it may effect such reconsideration has passed, and (iv) no appeal is
pending including other administrative or judicial review, or in effect and any
deadline for filing any such appeal that may be designated by statute or rule
has passed.

      "Governmental Authority" means a Federal, state or local court,
legislature, governmental agency (including the United States Department of
Justice), commission or regulatory or administrative authority or
instrumentality.

      "Law" means applicable common law and any statute, ordinance, code or
other law, rule, permit, permit condition, regulation, order, decree, technical
or other standard, requirement or procedure enacted, adopted, promulgated,
applied or followed by any Governmental Authority.

      "Leased Channels" is defined in Recital A.

      "Leases" is defined in Section 2.1.

      "Lessor" means the applicable lessor under a Lease.

      "Licenses" is defined in Section 2.1.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, right of first refusal or right of others therein, or
encumbrance of any nature whatsoever in respect of such asset, other than such
rights as will be conveyed to the benefit of Purchaser at Closing.

      "Party" or "Parties" is defined in the preamble.

      "Person" means any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust,
Governmental Authority, cooperative, association, other entity, or individual,
and the heirs, executors, administrators, legal representatives, successors, and
assigns of such person as the context may require.

      "Purchase Price" is defined in Section 2.4.


                                       3
<PAGE>
      "Purchaser" is defined in the preamble.

      "Purchaser Indemnified Parties" is defined in Section 8.2.

      "Seller" is defined in the preamble.

      "Seller Channels" is defined in Recital A.

      "Seller Indemnified Parties" is defined in Section 8.3.

      "Seller Licenses" is defined in Section 2.1.

      "Tax" or "Taxes" means any taxes, assessment, duties, fees, levies,
imposts, deductions, or withholdings, including income, gross receipts, ad
valorem, value added, excise, real or personal property, asset, sales, use,
license, payroll, transaction, capital, net worth and franchise taxes, estimated
taxes, withholding, employment, social security, workers compensation, utility,
severance, production, unemployment compensation, occupation, premium, windfall
profits, transfer and gains taxes, or other governmental charges of any nature
whatsoever, imposed by any Taxing Authority of any government or country or
political subdivision of any country, and any liabilities with respect thereto,
including any penalties, additions to tax, fines or interest thereon and
includes any liability for Taxes of another person by contract or as a
transferee or successor.

      "Tax Return" means any report, return, statement, estimate, declaration,
notice, form or other information required to be supplied to a taxing authority
in connection with Taxes.

      "Taxing Authority" shall mean the Internal Revenue Service and any other
Governmental Authority responsible for the administration of any Tax.

      "Threshold Amount" means that number of Consent-Satisfied Leases for which
the aggregate value, when combined with the value of the Licenses for which the
condition set forth in Section 6.1(a) has been satisfied, is equal to or greater
than thirteen million six hundred thousand dollars ($13,600,000).

      "Tower Leases" means any contract, agreement or arrangement relating to
the use by Seller of Towers or other transmission/reception equipment on the
Tower Sites.

      "Tower Sites" means any real property, rooftop or other building location
used or occupied by Seller with respect to the Licenses or Leases on which
Towers used by Seller are located.

      "Towers" means any towers or other "antenna structures" as defined by the
FCC in Part 17 of the FCC Rules.

      "Transactions" means the transactions contemplated by this Agreement.

      "Underlying FCC License" is defined in Section 2.1.


                                       4
<PAGE>
                                    ARTICLE 2
                           PURCHASE AND SALE OF ASSETS

      Section 2.1 Purchase and Sale. On the terms and subject to the conditions
of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey
and deliver to Purchaser or Purchaser's designees, and Purchaser shall purchase
from Seller all of Seller's right, title and interest as of the Closing Date in
and to the following assets (collectively the "Assets") free and clear of all
Liens:

            (a) The BTAs and licenses granted by the FCC authorizing Seller to
      construct and operate BRS Channels in certain markets listed on Exhibit
      A-1 (collectively, the "Seller Licenses");

            (b) The leases pursuant to which Seller leases the spectrum on
      certain Leased Channels pursuant to FCC licenses granted to the applicable
      Lessor (the "Underlying FCC Licenses" and together with the Seller
      Licenses, the "Licenses") for commercial use in the markets listed on
      Exhibit A-2 (the "Leases"); and

            (c) The Tower Leases listed and described on Exhibit A-3 (together
      with the Leases, the "Assigned Contracts").

            (d) The network equipment and spare parts used in connection with
      the operation of the Licenses, including, without limitation, the network
      equipment and spare parts set forth on Exhibit A-4 (the "Network
      Equipment").

      Section 2.2 Excluded Assets. As used herein, the term "Excluded Assets"
means all the properties, assets, goodwill and rights of Seller of whatever kind
and nature, real or personal, tangible or intangible, that are owned, leased or
licensed by Seller on the Closing Date that are not specifically listed in
Section 2.1 or the Exhibits referred to therein.

      Section 2.3 Liabilities. On the terms and subject to the conditions of
this Agreement, Purchaser shall assume, effective as of the Closing, only those
liabilities of Seller under the Assigned Contracts to be performed under the
terms thereof after the Closing Date (the "Assumed Liabilities"), and from and
after the Closing, Purchaser shall pay, perform and discharge when due the
Assumed Liabilities. Except for the Assumed Liabilities, Purchaser shall not
assume, or be obligated or liable for, any liabilities of Seller, or any of its
Affiliates, predecessors, assignors, or transferors, including any liabilities
under the Assigned Contracts or related to the Assets incurred and/or to be
performed under the terms thereof on or before the Closing Date (the "Excluded
Liabilities"), whether in connection with the transactions contemplated hereby,
or otherwise, all of which shall remain the sole responsibility of Seller or one
of Seller's Affiliates and, with respect to any liabilities or obligation under
the Assigned Contracts or related to the Assets to be performed on or before the
Closing Date, shall be paid and discharged when due.

      Section 2.4 Purchase Price. The purchase price (the "Purchase Price") for
the Assets shall be an amount equal to ***.


                                       5
<PAGE>
      Section 2.5 Payment of Purchase Price. The Purchase Price shall be payable
at the Closing in immediately available funds via wire transfer to an account
designated by Seller.

      Section 2.6 Closing. Upon the terms and subject to the conditions hereof,
the closing of the sale of the Assets (the "Closing") shall take place at an
agreed upon location within five (5) Business Days following the date on which
the last condition under Article 6 has been satisfied or waived, or at such
other time and place as the Parties may mutually agree. The date on which
Closing occurs is called the "Closing Date."

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller represents and warrants to Purchaser, as of the Effective Date of
this Agreement (subject to Section 6.3), as follows:

      Section 3.1 Authorization. Each Seller is lawfully existing and in good
standing under the laws of the State of Delaware, and has all requisite power
and authority to enter into this Agreement and to perform the obligations to be
performed by it under this Agreement. The execution and delivery of this
Agreement, and the performance by Seller of its obligations hereunder, have been
duly authorized by all necessary action on the part of Seller.

      Section 3.2 Enforceability. This Agreement and each other agreement,
document or instrument or certificate contemplated by this Agreement has been
duly executed and delivered by Seller and is a legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.

      Section 3.3 No Conflicts or Consents. Neither the execution, delivery and
performance by Seller of this Agreement, nor the consummation of the
Transactions by Seller, will (i) constitute, with or without the giving of
notice or passage of time or both, a breach, violation or default by Seller or
any of its Affiliates, create a Lien, or give rise to any right of termination,
modification, cancellation, prepayment or acceleration, under (x) any Law or
license (subject to receipt of Consent of the FCC) or (y) any note, bond,
mortgage, indenture, lease, agreement or other instrument, in each case which is
applicable to or binding upon Seller or any of the Assets; (ii) require any
Consent, other than the Consent of the FCC or the Consent of any third party to
any Assigned Contracts as listed on Section 3.7 of the Disclosure Schedule; or
(iii) violate any law by which Seller is bound.

      Section 3.4 FCC Matters.

            (a) Seller validly holds the Seller Licenses, permits and
      authorizations set forth on Exhibit A-1. True and complete copies of the
      Licenses have been delivered to Purchaser. There is no condition outside
      of the ordinary course imposed on any of the Licenses by the FCC except
      those that are either set forth on the face of the Licenses, as issued by
      the FCC, or are contained in the FCC Rules applicable generally to the
      stations of the type, nature and class or location of the stations


                                       6
<PAGE>
      identified by the call signs listed on Exhibit A. The Licenses constitute
      all authorizations from the FCC necessary or required for and/or used in
      the operation of the Channels in the market areas identified on Exhibit A
      as of the Effective Date. The applications related to the Licenses that
      are listed on Section 3.4(a-1) of the Disclosure Schedule are all of the
      applications of the Seller that are now pending at the FCC regarding the
      Licenses. Except as otherwise explicitly set forth on Section 3.4(a-2) of
      the Disclosure Schedule, no Person other than Seller, or the applicable
      Lessor, has any right, title, interest or claim in or to the Licenses. The
      Licenses have been granted to Seller, or the applicable Lessor, by Final
      Order and are (and will be on the Closing Date) in full force and effect.

            (b) Except for proceedings applying generally to the BRS/EBS
      industry, there is not pending or, to the knowledge of Seller, threatened
      against Seller or the Licenses any application, action, petition,
      objection or other pleading, or any proceeding with the FCC or any other
      Governmental Authority, which (i) questions or contests the validity of,
      or seeks the revocation, forfeiture, non-renewal or suspension of, any of
      the Licenses, (ii) seeks the imposition of any modification or amendment
      with respect to any of the Licenses, (iii) which would adversely affect
      the ability of Seller to consummate the Transactions or (iv) seeks the
      payment of a fine, sanction, penalty, damages or contribution in
      connection with the use of the Licenses. There are no facts or
      circumstances existing that would give rise to any such application,
      action, petition, objection or other pleading, or proceeding with the FCC
      or any other Governmental Authority. There is no unsatisfied adverse FCC
      order or ruling outstanding against Seller that could have an affect on
      the Licenses, any Lessor with respect to the underlying FCC Licenses or
      any of the Licenses. Neither Seller nor any Lessor is a party to any
      complaint or proceeding at the FCC regarding any of the Licenses.

            (c) Except as set forth in Section 3.4(c) of the Disclosure
      Schedule, neither Seller nor, to Seller's knowledge, any Lessor has agreed
      to accept or allow any electromagnetic interference from any other FCC
      licensees, permittees or applicants with respect to the Licenses and/or
      Channels, and no such licensees, permittees or applicants have agreed to
      accept electromagnetic interference from Seller or, to Seller's knowledge,
      any Lessor with respect to their respective facilities.

            (d) Seller and, to Seller's knowledge, all Lessors are in compliance
      with all applicable Laws except for any non-compliance that, individually
      or in the aggregate, will not have a material adverse effect on any of the
      Licenses, the Leases or on Seller's ability to consummate the
      Transactions. Since the filing of the initial application for the
      Licenses, Seller and, to Seller's knowledge, all Lessors have complied in
      all material respects with FCC Rules applicable to the Licenses, including
      without limitation the Communication Act of 1934, as amended except for
      any non-compliance that, individually or in the aggregate, will not have a
      material adverse effect on any of the Licenses, the Leases or on Seller's
      ability to consummate the Transactions. Since the issuance of the
      Licenses, Seller and, to Seller's knowledge, all Lessors have complied in
      all material respects with all of the terms and conditions of the Licenses
      except for any non-compliance that, individually or in


                                       7
<PAGE>
      the aggregate, will not have a material adverse effect on the Licenses or
      on Seller's ability to consummate the Transactions. Except as otherwise
      explicitly set forth on Section 3.4(d) of the Disclosure Schedule, the
      Licenses are free and clear of all Liens and are unimpaired by any acts or
      omissions of Seller or, to Seller's knowledge, any Lessor, their
      respective, its agents, assignees and licensees. All material documents
      required to be filed at any time by Seller or any Lessor with the FCC with
      respect to the Licenses have been timely filed or the time period for such
      filing has not lapsed. All such documents filed with respect to the
      Licenses since the date that the Licenses were issued to Seller or since
      Seller became the lessee of the Leases are correct in all material
      respects as of the date of their filing. All amounts owed to the FCC in
      connection with the Licenses have been timely paid.

            (e) The facilities subject to the Licenses for which certification
      of completion of construction had been filed with the FCC were operating
      in material compliance with the Licenses therefor and the FCC Rules, until
      after the January 10, 2005 effective date of the new rules adopted in FCC
      Docket 03-66, which permit the deconstruction of stations without risk to
      the underlying FCC license. Neither Seller nor any Lessor is transmitting
      from or otherwise operating any facility that is not the subject of a
      license of the FCC. None of the facilities subject to the Licenses is (a)
      authorized pursuant to an authorization which is subject to challenge
      before the FCC or any court of competent jurisdiction or (b) subject to
      any lease, sublease or any agreement to make it available to a third
      party. None of the facilities subject to the Licenses is operating
      pursuant to special temporary or developmental authority.

            (f) Exhibit A-3 sets forth a true and complete list of the following
      information in relation to each of the Tower Leases and Subleases: (i) the
      expiration date of such Tower Lease or Sublease, (ii) the name of the
      lessee or other counterparty to such Tower Lease or Sublease, (iii) the
      address or location of the leased premises or Tower Site, and (iv) the
      monthly, quarterly or annual rent, as applicable, payable under such Tower
      Sublease. Except as set forth on Section 3.4(f) of the Disclosure
      Schedule, to the knowledge of Seller, all of the Towers located on the
      Tower Sites are obstruction-marked and lighted to the extent required by,
      and in accordance with, the rules and regulations of the Federal Aviation
      Administration (the "FAA") and the FCC Rules. To the knowledge of Seller,
      appropriate notification to the FAA and registration with the FCC has been
      made for each Tower located on the Tower Sites and owned, leased or used
      by Seller where required by the rules and regulations of the FAA or the
      FCC Rules, as applicable.

      Section 3.5 Leases.

            (a) The information set forth on Exhibit A-2 is true and correct.
      True and complete copies of the Leases, together with all amendments and
      waivers thereto (whether written or oral), have been provided to
      Purchaser. The Leases are in full force and effect, are free from any
      claims, liabilities or Liens and are unimpaired by any acts or omissions
      of Seller, its agents, assignees and licensees, except for any claims or
      liabilities that, individually or in the aggregate, will not have a
      material adverse effect on the Leases or on Seller's ability to consummate
      the Transactions.


                                       8
<PAGE>
      Except as set forth in Section 3.5 of the Disclosure Schedule, since
      entering into the Leases, Seller has complied in all material respects
      with all of the terms and conditions of the Leases except for any
      non-compliance that, individually or in the aggregate, will not have a
      material adverse effect on the Leases or on Seller's ability to consummate
      the Transactions. Seller's operations and activities pursuant to the
      Leases have been at all times conducted in material compliance with the
      Communications Act of 1934, as amended, and the FCC Rules except for any
      non-compliance that, individually or in the aggregate, will not have a
      material adverse effect on any of the Licenses, the Leases or on Seller's
      ability to consummate the Transactions.

            (b) Seller has paid all taxes and other charges assessed against the
      Assets, including but not limited to, against any EBS transmission
      facilities. Seller has also paid all other taxes, assessments and fees due
      from Seller or any Lessor as a result of the use of capacity on the
      Channels covered by the Licenses by Seller and the provision of services
      by Seller or any of Seller's sublessees over the Channels, including but
      not limited to any regulatory fees and required contributions of any
      Lessor to the Universal Service Fund under the Telecommunications Act of
      1996 and the FCC Rules, except for taxes, assessments or fees, if any,
      with respect to services provided by Lessors to Lessors themselves and to
      any educational institution or not-for-profit organization or site with
      which Lessors are working in furtherance of educational goals approved by
      Lessors.

      Section 3.6 Title to Assets; Condition of Assets. Except as set forth on
Section 3.6 of the Disclosure Schedule, Seller has good and marketable title to
all of the Assets, free and clear of any Liens except for such Liens for taxes
not yet due and payable.

      Section 3.7 Contracts.

            (a) Section 3.7 of the Disclosure Schedule contains a complete list
      by category of all of the Assigned Contracts including all amendments,
      modifications, supplements and waivers to such contracts affecting the
      obligations of any party thereunder and identifies which if any of such
      Assigned Contracts require the consent of a party thereto in order to be
      assigned to Purchaser in the Transactions. Accurate and complete copies of
      all Assigned Contracts have been delivered or made available to Purchaser.
      Each of the Assigned Contracts is valid, binding on Seller and, to the
      knowledge of Seller, each other party thereto and in full force and
      effect, enforceable by Seller in accordance with its terms. Seller has not
      assigned, pledged, transferred, or otherwise disposed of or granted any
      Lien on its rights, titles and interests under any of the Assigned
      Contracts to any other Person, nor, to the knowledge of Seller, has any
      other party to the Assigned Contracts so assigned, pledged, transferred,
      granted any Lien on, or otherwise disposed of any of its rights, title and
      interests thereunder. Except as disclosed on Section 3.7 of the Disclosure
      Schedule, Neither Seller nor, to the knowledge of Seller, any other party
      to any of the Assigned Contracts has failed to comply with or is in
      material breach or material default thereunder, except for any
      non-compliance that, individually or in the aggregate, will not have a
      material adverse effect on the Assigned Contracts or on Seller's ability
      to


                                       9
<PAGE>
      consummate the Transactions. Except as set forth on Section 3.7 of the
      Disclosure Schedule, to the knowledge of Seller, no condition exists or
      event has occurred and is continuing as of the date hereof and the Closing
      which, with or without the lapse of time or the giving of notice, or both,
      would constitute a material default by any party under any Assigned
      Contract or give rise to any Lien or right of termination for breach,
      modification, cancellation, prepayment, suspension, limitation, revocation
      or acceleration against Seller under any such Assigned Contract. Seller
      has not received any notice of termination, or intent to terminate, with
      respect to any Assigned Contract, and to the knowledge of Seller, no party
      to any Assigned Contract has threatened to terminate any Assigned
      Contract. Other than the Assigned Contracts, Seller is not a party to any
      material contracts relating to the Assets for which Purchaser could be
      liable for performance thereunder. None of the Assigned Contracts are with
      any Person that is an officer, director, stockholder, member (or family
      member of such Person) or Affiliate of Seller.

            (b) Except as set forth on Section 3.7 of the Disclosure Schedule,
      no Assigned Contract includes or provides for: (i) a covenant not to
      compete in any geographical area or in any line of business; (ii) a lease,
      sublease or similar agreement with any Person under which Seller is a
      lessor, sublessor or licensor of, or makes available for use to any
      Person, any Asset; or (iii) the sale of any Asset or any right, title or
      interest therein or the grant of any preferential rights (including
      options and rights of first refusal) to purchase any Asset or requiring
      the Consent of any third party to the transfer thereof.

      Section 3.8 Taxes. To Seller's knowledge, all Taxes owed by Seller
(whether or not shown on any Tax Return) have been paid, including, without
limitation with respect to any EBS transmission facilities. To Seller's
knowledge, Seller has withheld and paid to the appropriate Taxing Authority all
Taxes required to have been withheld and paid in connection with amounts paid or
owing to any employee, independent contractor, creditor, member or other third
party. There are no Tax Liens on any of the Assets, other than Liens for Taxes
that are not yet due and payable. Seller is not a "foreign person" within the
meaning of Section 1445 of the Code. None of the Assets secures any
indebtedness, the interest on which is tax-exempt under Section 103(a) of the
Code. None of the Assets is "tax-exempt use property" within the meaning of
Section 168(h) of the Code.

      Section 3.9 Litigation. Except as set forth on Section 3.9 of the
Disclosure Schedule, there is no legal proceeding now in progress or pending or,
to the knowledge of the Seller, threatened against Seller relating to any of the
Assets. Seller is not subject to any order, writ, injunction or decree of any
court or any federal, state, municipal or other domestic or foreign Governmental
Authority.

      Section 3.10 Brokers. Neither Seller nor any of its Affiliates has
employed any broker or finder or incurred any liability for any brokerage or
finding fees or commissions in connection with the Transactions. A portion of
the fees of Seller's counsel are contingent upon the consummation of the
transactions contemplated by this Agreement; however, Seller is solely
responsible for the payment of the fees of its counsel.

                                       10
<PAGE>
      Section 3.11 No Other Warranties. EXCEPT FOR THE REPRESENTATIONS OR
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT, SELLER DOES NOT
MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY
INFORMATION FURNISHED BY SELLER WITH REGARD TO THE ASSETS, THE FUTURE
PROFITABILITY OF THE ASSETS, ANY BUSINESS UTILIZING SUCH ASSETS, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS. NOTHWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT THE NETWORK EQUIPMENT IS SOLD
"AS-IS," WITHOUT ANY WARRANTY OF ANY KIND.

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Section 4.1 Existence; Authorization. Purchaser is lawfully existing and
in good standing under the laws of the State of Delaware, has all requisite
power and authority to enter into this Agreement and to perform the obligations
to be performed by it under this Agreement. The execution and delivery of this
Agreement, and the performance by Purchaser of its obligations hereunder, have
been duly authorized by all necessary action on the part of Purchaser.

      Section 4.2 Enforceability. This Agreement has been duly executed and
delivered by Purchaser and is a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

      Section 4.3 No Conflicts or Consents. Neither the execution, delivery and
performance by Purchaser of this Agreement, nor the consummation of the
Transactions by Purchaser, will require any Consent, other than the Consent of
the FCC.

      Section 4.4 Brokers. Purchaser has not employed any broker or finder or
incurred any liability for any brokerage or finder's fees or commissions in
connection with the Transactions.

      Section 4.5 No Other Warranties. EXCEPT FOR THE REPRESENTATIONS OR
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 4 OF THIS AGREEMENT, PURCHASER DOES
NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN.


                                       11
<PAGE>
                                    ARTICLE 5
                         COVENANTS AND OTHER AGREEMENTS

      Section 5.1 Consummation of Transactions. From and after the date of this
Agreement, each Party shall use its reasonable best efforts to take, or cause to
be taken, all actions, and to do, or cause to be done, all things necessary,
proper or advisable and consistent with applicable Law to perform its
obligations under this Agreement and to consummate the Transactions as soon as
reasonably practicable.

      Section 5.2 Certain Notices. Each Party shall promptly notify the other
Party in reasonable detail:

            (a) upon the commencement of, or the impending or threatened
      commencement of, or upon obtaining knowledge of any facts that would give
      rise to, any claim, action or proceeding brought to enjoin the
      consummation of the Transactions, or against or relating to (i) the
      notifying Party or its properties or assets, which could materially
      adversely affect the Transactions or its ability to perform its
      obligations hereunder, or (ii) the Assets or their use;

            (b) upon the occurrence of, or the impending or threatened
      occurrence of, or upon obtaining knowledge of any facts that would give
      rise to, any event which could cause or constitute a material breach of
      any of its representations, warranties, covenants or agreements contained
      in this Agreement, and shall use commercially reasonable efforts to
      prevent or promptly remedy such breach; and

            (c) upon the occurrence or existence of any event, condition,
      circumstance or state of facts known to the notifying Party, which has had
      or could have a material adverse effect on the Transactions or its ability
      to perform its obligations hereunder, or could materially adversely affect
      the Assets or their use.

      Section 5.3 Confidentiality. Pursuant to this Agreement and the
performance thereof, one party may receive certain Confidential Information of
the other party. The party receiving the Confidential Information shall not use
for itself, except in performance of the Agreement, or disclose to any Person
this Agreement or any such Confidential Information, except (a) information that
was gained independent of its relationship with the other party and became
publicly available through no breach of any obligation of confidentiality by
such party; (b) information that is communicated to a third party with the prior
written consent of the other party; or (c) information that is required to be
disclosed pursuant to the lawful order of a government agency or disclosure that
is required by operation of law, but in such event, only to the extent such
disclosure is required and, to the extent reasonably practicable, prior written
notice must be given to allow the other party to seek a protective order or
other appropriate remedy. In the event of a breach or threatened breach of the
terms of this section, the other party shall be entitled to seek an injunction
prohibiting any such breach. Any such injunctive relief shall be in addition to,
and not in lieu of, any appropriate relief in the way of money damages or any
other remedies available at law or in equity. Either party may disclose this
Agreement to its affiliates, strategic partners, actual or potential investors,
lenders, acquirers, merger partners; and others whom such party deems in good
faith to have


                                       12
<PAGE>
a need to know such information for purposes of pursuing a transaction or
business relationship with such party.

      Section 5.4 Further Assurances. Each Party shall forthwith upon request
execute and deliver such documents and take such actions as may reasonably be
requested by the other Party in order to effectuate the purposes of this
Agreement.

      Section 5.5 FCC Qualifications. Seller hereby covenants and agrees that
prior to the Closing it shall use commercially reasonable efforts to maintain
all necessary qualifications to hold and to obtain renewal in the ordinary
course of the Licenses, and further covenants that it shall not knowingly or
negligently take any action, or fail to take any action, which action or failure
to act creates a material risk that Seller, or the applicable Lessor, would not
be qualified to hold the Licenses or that the FCC would revoke the Licenses.

      Section 5.6 Consents. The Parties shall use commercially reasonable
efforts and shall cooperate to prepare and file with Governmental Authorities
and other Persons, no later than ten (10) days following the Effective Date, all
applications, notices, petitions and other documentation necessary or advisable
to obtain the Consents (it being understood that the failure to file within such
period shall not constitute a breach of this Agreement). Each Party shall
furnish to the other Party all information concerning such Party and its
Affiliates reasonably required for inclusion in any application to be made in
connection with the Transactions or to determine compliance with FCC Rules.
After the Effective Date and prior to the Closing, and after Closing, in
accordance with and subject to Section 8.1(b), for those Assigned Contracts for
which Consents are not obtained at Closing, Seller shall use commercially
reasonable efforts to obtain a Consent to assignments to Purchaser of all of the
Assigned Contracts requiring Consent.

      Section 5.7 Seller Affirmative Covenants. Up to the Closing, Seller shall
(a) carry on its business with respect to the Licenses and Leases as currently
conducted and only in the ordinary course of business; (b) use commercially
reasonable efforts to preserve the Licenses and Leases intact; (c) comply with
all Laws applicable to the Licenses and Leases; (d) use commercially reasonable
efforts to maintain in full force and effect the Licenses and Leases and other
licenses necessary to preserve Seller's ability to consummate the Transaction;
and (e) diligently pursue and defend all applications for assignment of the
Licenses from Seller to Purchaser.

      Section 5.8 Seller Negative Covenants. Seller shall not, and shall not
enter into, any agreement, arrangement or understanding to, or otherwise offer
or commit to (a) sell, transfer, assign, lease, modify or dispose of any Assets
or of the spectrum to be covered by the Licenses or Leases or any interests
therein or portion thereof, or negotiate therefore; or (b) create, incur or
suffer to exist any Lien or other liability on any Assets or the spectrum to be
covered by the Licenses or any interest therein; or (c) amend any Lease.

      Section 5.9 Access. Between the date of this Agreement and the Closing
Date, Seller shall, with two business days prior notice and during normal
business hours (a) give Purchaser and its representatives and advisors access to
all books, records, offices and other


                                       13
<PAGE>
facilities and properties of Seller that are relevant to the Transaction; and
(b) permit Purchaser and its representatives and advisors to make such
inspections thereof as Purchaser may reasonably request.

      Section 5.10 Publicity. Neither Seller nor Purchaser shall issue any press
release or public announcement concerning this Agreement or the transactions
contemplated hereby without obtaining the prior written approval of the other
Party hereto, which approval will not be unreasonably withheld or delayed,
unless disclosure is otherwise required by applicable Law, provided that, to the
extent required by applicable Law, the Party intending to make such release
shall use its commercially reasonable efforts consistent with such applicable
Law to consult with the other Party with respect to the text thereof.

                                    ARTICLE 6
                              CONDITIONS TO CLOSING

      Section 6.1 Conditions to the Obligations of Both Parties. Each Party's
obligation to consummate the Transactions contemplated by this Agreement are
subject to the satisfaction or waiver, on or prior to the Closing Date, of each
of the following conditions, as applicable to the Party specified:

            (a) (i) The FCC shall have approved the application for consent to
      the assignment of the Seller Licenses to Purchaser (or its designee)
      without imposition of conditions outside of the ordinary course, (ii) such
      approval shall have become a Final Order, and such Final Order shall be in
      full force and effect; and (iii) all other notices, filings and Consents
      required to be made or obtained prior to the Closing by either Party or
      any of its respective Affiliates with any Governmental Authority in
      connection with the execution and delivery of this Agreement and the
      consummation of the Transactions shall have been made or obtained.

            (b) No preliminary or permanent injunction or other order, decree or
      ruling issued by a Governmental Authority, nor any Law promulgated or
      enacted by any Governmental Authority, shall be in effect that would
      impose material limitations on the ability of either Party to consummate
      the Transactions.

      Section 6.2 Conditions to the Obligations of Seller. Seller's obligation
to consummate the Transactions contemplated by this Agreement are subject to the
satisfaction or waiver on or prior to the Closing Date of each of the following
conditions:

            (a) The representations and warranties of Purchaser contained herein
      shall be true and correct in all material respects (except for
      representations and warranties that are qualified as to materiality, which
      shall be true and correct) as of the Closing as if made on and as of the
      Closing Date (except that representations and warranties that are made as
      of a specific date need be so true and correct only as of such date), and
      Seller shall have received a certificate to such effect dated the Closing
      Date and executed by a duly authorized officer of Purchaser.

            (b) The covenants and agreements of Purchaser to be performed under
      this Agreement on or prior to the Closing shall have been duly performed
      in all material


                                       14
<PAGE>
      respects, and Seller shall have received a certificate to such effect
      dated the Closing Date and executed by a duly authorized officer of
      Purchaser.

            (c) Purchaser having delivered to Seller the Purchase Price for the
      Assets pursuant to Section 2.5; provided however, that if at the time of
      Closing, Seller has not provided all necessary Consents for all Leases,
      then the portion of the Purchase Price attributable to such Leases for
      which necessary Consents remain outstanding shall be paid instead into an
      escrow fund as set forth in Section 9.12 below, and further distributed
      only in accordance with the Escrow Agreement contemplated in Section 9.12.

      Section 6.3 Conditions to the Obligations of Purchaser. Purchaser's
obligation to consummate the Transactions contemplated by this Agreement are
subject to the satisfaction or waiver on or prior to the Closing Date of each of
the following conditions:

            (a) The representations and warranties of Seller contained herein
      shall be true and correct in all material respects (except for
      representations and warranties that are qualified as to materiality, which
      shall be true and correct) as of the Closing as if made on and as of the
      Closing Date (except that representations and warranties that are made as
      of a specific date need be so true and correct only as of such date), and
      Purchaser shall have received a certificate to such effect dated the
      Closing Date and executed by a duly authorized officer of Seller.

            (b) The covenants and agreements of Seller to be performed under
      this Agreement on or prior to the Closing shall have been duly performed
      in all material respects as to the Licenses and the Consent-Satisfied
      Leases, and (except as any covenant to have obtained necessary Consents of
      non-Governmental Authority third parties) as to the other Assets, and
      Purchaser shall have received a certificate to such effect dated the
      Closing Date and executed by a duly authorized officer of Seller.

            (c) Seller shall have executed and delivered to Purchaser (or its
      designee) an Instrument of Assignment with respect to the Seller Licenses
      in the form of Exhibit B.

            (d) Seller shall have executed and delivered to Purchaser (or its
      designee) an Assignment and Assumption with respect to the Assigned
      Contracts in the form of Exhibit C.

            (e) Seller shall have obtained and provided to Purchaser a number of
      Consents to assignment of the Assigned Contracts necessary to satisfy the
      Threshold Amount in form reasonably acceptable to Purchaser and without
      the imposition of new conditions or requirements that are not acceptable
      to Purchaser.

            (f) Purchaser shall have received an FCC opinion of counsel,
      rendered by Seller's FCC counsel, in the form of Exhibit D attached
      hereto.

            (g) Seller shall have delivered to Purchaser a completed IRS Form
      W-9.


                                       15
<PAGE>
                                    ARTICLE 7
                                   TERMINATION

      Section 7.1 Termination. This Agreement may be terminated at any time:

            (a) by mutual written consent of Purchaser and Seller;

            (b) by either Purchaser or Seller if (A) there shall be any law or
      regulation that makes consummation of the Transactions illegal or
      otherwise prohibited, or (B) any judgment, injunction, order or decree of
      any court or other Governmental Entity having competent jurisdiction
      enjoining Purchaser and Seller from consummating the Transaction is
      entered and such judgment, injunction or order shall have become final and
      non-appealable;

            (c) by either Party upon the occurrence of a material breach of any
      representation, warranty or covenant in this Agreement by the other Party
      if such breach is not cured within thirty (30) days following written
      notice by the non-breaching Party which notice shall describe the breach;
      or

            (d) by Seller or Purchaser if the Closing for all of the Assets has
      not occurred on or before the first anniversary of the Effective Date,
      provided that the failure to close on or before such date is not the fault
      of Purchaser; provided, further, that the termination shall be effective
      only for those Assets for which a Closing has not occurred.

      Section 7.2 Effect of Termination. In the event of a termination of this
Agreement, neither Party shall have any liability or further obligation to the
other, except that

            (a) nothing herein will relieve a Party from liability for any
      breach by such Party of this Agreement; and

            (b) the provisions of this Article 7, Article 8 and Article 9 shall
      survive the termination of this Agreement. Whether or not Closing occurs,
      all costs and expenses incurred in connection with this Agreement and the
      Transactions shall be paid by the Party incurring such expenses.

                                    ARTICLE 8
                              SURVIVAL AND REMEDIES

      Section 8.1 Survival.

      (a) Except as otherwise set forth in Section 8.1(b) and 8.1(c), and except
to the extent a specific date or dates are specified in this Agreement for the
applicable matter, the representations, warranties, covenants and other
agreements contained in this Agreement shall survive the Closing until the date
or dates specified therein or two (2) years after the Closing Date and shall
expire at such time.

                                       16
<PAGE>
      (b) If at the Closing, the Consent-Satisfied Leases constitute less than
all of the Leases, then Seller covenants to use commercially reasonable efforts
to obtain the remaining Consents post-Closing.

      (c) If, after the Closing, it comes to Seller's knowledge that there were
Taxes assessed on any of the Assets for any period prior to the Closing which
were not paid when due, Seller covenants to assume any defense with respect to
such Taxes, and to the extent required by law, pay or cause to be paid such
Taxes, such that no Lien would exist post-Closing on any of the Assets with
respect to such unpaid Taxes. The covenant set forth in this subsection shall
survive until three years after the Closing Date and shall expire at that time.

      Section 8.2 Seller Indemnification. Seller shall indemnify Purchaser, its
representative members, managers, officers, employees, agents, successors and
assigns (the "Purchaser Indemnified Parties") and hold the Purchaser Indemnified
Parties harmless from and against any and all Damages based upon, attributable
to or resulting from:

            (a) the failure of any representation or warranty of Seller set
      forth in this Agreement, or any representation or warranty contained in
      any certificate delivered by pursuant to this Agreement, to be true and
      correct as of the dates made;

            (b) the breach of any covenant or other agreement on the part of
      Seller under this Agreement;

            (c) the Excluded Liabilities;

            (d) the ownership and operation of the Assets prior to the Closing;

            (e) the assessment on any of the Assets of any Taxes for any period
      prior to the Closing;

            (f) any claim or allegations by a Lessor for breach of a Lease for
      which the Consent to the transfer of such Lease to Purchaser upon the
      Closing was not obtained prior to the Closing.

      Section 8.3 Purchaser Indemnification. Purchaser shall indemnify Seller
and his agents, successors and assigns (the "Seller Indemnified Parties") and
hold the Seller Indemnified Parties harmless from and against any and all
Damages based upon, attributable to or resulting from:

            (a) the failure of any representation or warranty of Purchaser set
      forth in this Agreement, or any representation or warranty contained in
      any certificate delivered by pursuant to this Agreement, to be true and
      correct as of the dates made;

            (b) the breach of any covenant or other agreement on the part of
      Purchaser under this Agreement;

            (c) the Assumed Liabilities; and


                                       17
<PAGE>
            (d) the ownership and operation of the Assets following the Closing.

      Section 8.4 Indemnification Procedures.

            (a) In the event that any claim shall be asserted by any Person in
      respect of which payment may be sought under Section 8.2 or Section 8.3
      hereof (each, a "Claim"), the indemnified party shall reasonably and
      promptly cause written notice of the assertion of any Claim of which it
      has knowledge which is covered by this indemnity to be forwarded to the
      indemnifying party, and timely notice of any such claim shall be a
      condition precedent to the indemnification obligation of the indemnifying
      party. Subject to the provisions of this Section 8.4, the indemnifying
      party's indemnification obligations under Article 8 are contingent on the
      indemnified party tendering to the indemnifying party sole control over
      the defense and settlement of such claim, and such indemnifying party
      shall have the right, at its sole option and expense, to conduct such
      defense using counsel of its choice, and to defend against, negotiate,
      settle or otherwise deal with any Claim which relates to any Damages
      indemnified against hereunder. If the indemnifying party elects to defend
      against, negotiate, settle or otherwise deal with any Claim which relates
      to any Damages indemnified against hereunder, it shall within thirty (30)
      days (or sooner, if the nature of the Claim so requires) notify the
      indemnified party of its intent to do so. If the indemnifying party elects
      not to defend against, negotiate, settle or otherwise deal with any Claim
      which relates to any Damages indemnified against hereunder, fails to
      notify the indemnified party of its election as herein provided or
      contests its obligation to indemnify the indemnified party for such
      Damages under this Agreement, the indemnified party may defend against,
      negotiate, settle or otherwise deal with such Claim. If the indemnified
      party defends any Claim, then the indemnifying party shall reimburse the
      indemnified party for the expenses of defending such Claim upon submission
      of periodic bills. If the indemnifying party shall assume the defense of
      any Claim, the indemnified party may participate, at his or its own
      expense, in the defense of such Claim; provided, however, that such
      indemnified party shall be entitled to participate in any such defense
      with separate counsel at the expense of the indemnifying party if so
      requested by the indemnifying party to participate; and provided, further,
      that the indemnifying party shall not be required to pay for more than one
      such counsel for all indemnified parties in connection with any Claim. The
      Parties hereto agree to cooperate fully with each other in connection with
      the defense, negotiation, or settlement of any such Claim.

            (b) After any final judgment or award shall have been rendered by a
      court, arbitration board or administrative agency of competent
      jurisdiction and the expiration of the time in which to appeal therefrom,
      or a settlement shall have been consummated, or the indemnified party and
      the indemnifying party shall have arrived at a mutually binding agreement
      with respect to a Claim hereunder, the indemnified party shall forward to
      the indemnifying party notice of any sums due and owing by the
      indemnifying party pursuant to this Agreement with respect to such matter.

            (c) The failure of the indemnified party to give reasonably prompt
      notice of any Claim shall not release, waive or otherwise affect the
      indemnifying party's


                                       18
<PAGE>
      obligations with respect thereto except to the extent that the
      indemnifying party can demonstrate actual loss and prejudice as a result
      of such failure.

      Section 8.5 Remedies. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR INDIRECT,
SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF A BREACH OF THIS
AGREEMENT, EVEN IF ADVISED AT THE TIME OF BREACH OF THE POSSIBILITY OF SUCH
DAMAGES.

                                    ARTICLE 9
                                  MISCELLANEOUS

      Section 9.1 Entire Agreement. This Agreement constitutes the entire
agreement between the Parties pertaining to the subject matter hereof and
thereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties with
respect to the subject matter hereof and thereof.

      Section 9.2 Amendments and Waivers. Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed (in the case of an amendment) by Seller and Purchaser or (in the case of
a waiver) by the Party against whom the waiver is to be effective. No failure or
delay by any Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

      Section 9.3 Remedies Cumulative. Except as otherwise provided herein, all
rights, powers and remedies provided under this Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative and not alternative,
and the exercise or beginning of the exercise of any thereof by a Party shall
not preclude the simultaneous or later exercise of any other such right, power
or remedy by such Party.

      Section 9.4 Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the Parties and their respective successors and
permitted assigns. This Agreement may not be assigned by either Party without
the prior written consent of the other Party.

      Section 9.5 Notices. All notices or other communications hereunder shall
be in writing and shall be deemed to have been duly given or made (i) upon
delivery if delivered personally (by courier service or otherwise), as evidenced
by written receipt or other written proof of delivery (which may be a printout
of the tracking information of a courier service that made such delivery), or
(ii) upon confirmation of dispatch if sent by facsimile transmission (which
confirmation shall be sufficient if shown by evidence produced by the facsimile
machine used for such transmission), in each case to the applicable addresses
set forth below (or such other address which either Party may from time to time
specify):


                                       19
<PAGE>
            If to Seller:

            CT Communications, Inc.
            1000 Progress Place, NE
            Concord, NC 28025
            Attention: David H. Armistead
            Facsimile: 704-722-2558

            with a copy to:

            Brown Nietert & Kaufman, Chartered
            Attention: Robyn G. Nietert
            1301 Connecticut Avenue, NW, Suite 450
            Washington, DC 20036
            Facsimile: 202-223-8685

            If to Purchaser:

            Fixed Wireless Holdings, LLC
            5808 Lake Washington Blvd. N.E.
            Suite 300
            Kirkland, WA 98033
            Attention: Benjamin G. Wolff
            Facsimile: (425) 828-8061

            With a copy to:

            Davis Wright Tremaine LLP
            2600 Century Square
            1501 Fourth Avenue
            Seattle, WA 98101
            Attention: Julie Weston
            Facsimile: (206) 628-7699

      Section 9.6 Governing Law; Waiver of Jury Trial.

            (a) This Agreement shall be governed by, and construed in accordance
      with, the internal laws of the State of New York, without reference to the
      choice of law principles thereof.

            (b) THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL
      BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
      AGREEMENT OR THE TRANSACTIONS.

      Section 9.7 Expenses. Except as otherwise expressly provided in this
Agreement, whether or not the Transactions are consummated, the Parties shall
bear their respective expenses (including, but not limited to, all compensation
and expenses of counsel, financial


                                       20
<PAGE>
advisors, consultants, actuaries and independent accountants) incurred in
connection with this Agreement and the Transactions. All filing fees required to
be paid to any Governmental Authority in connection with satisfying the
conditions set forth in Article 5 will be borne by Purchaser.

      Section 9.8 Invalidity. In the event that any of the provisions contained
in this Agreement or in any other instrument referred to herein, shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or such other instrument and such provision will be
ineffective only to the extent of such invalidity, illegality or
unenforceability, unless the consummation of the Transactions is impaired
thereby.

      Section 9.9 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      Section 9.10 Headings. The headings of the Articles and Sections herein
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

      Section 9.11 Resale of Services. In the event that Purchaser commercially
launches its wireless communications services in any of the markets listed in
Exhibit A-1 (the "Resale Markets"), then Purchaser shall offer to Seller and its
Affiliates the ability to resell Purchaser's commercial wireless broadband
access services in such markets to Seller's residential and small business
customers and prospects pursuant to a resale agreement. At least sixty (60) days
prior to the commencement of such commercial services, Purchaser, or one of its
affiliates, will provide written notice of such commercial service to Seller
which notice will include a proposed agreement upon which Seller could resell
Purchaser's package of wireless communication services to Seller's residential
and small business customers as are offered in such market by Purchaser or its
Affiliates. The prices offered to Seller will be the standard wholesale rates of
Purchaser which will, in no event exceed those rates offered by Purchaser from
time to time to similarly situated, unaffiliated third parties purchasing a
similar quantity and type of wireless broadband access services. Such prices
will represent a discount of no less than 35% from Purchaser's standard,
commercial retail prices for Purchaser's wireless broadband access services.
Purchaser shall exercise good faith efforts to finalize its reseller
arrangements for the Resale Markets prior to launching Purchaser's services in
such markets, and shall further exercise good faith efforts to provide Seller
with a discount that exceeds the discount floor set forth in the preceding
sentence. The resale agreement offered by Purchaser to Seller will incorporate
the standard terms and conditions, if any, used by Purchaser with respect to
other similarly situated resellers of Purchaser's wireless broadband access
services.

      Section 9.12 Escrow Post-Closing. If, at Closing, the Consent-Satisfied
Leases constitute less than all of the Leases, then consistent with Section
6.2(c) above, the portion of the Purchase Price attributable to the Leases for
which necessary Consents remain outstanding shall be paid instead into an escrow
fund as set forth in this section. In such event, the further distribution of
such portion of the Purchase Price shall be governed by an


                                       21
<PAGE>
Escrow Agreement the same in form and substance as Exhibit E attached hereto,
which Escrow Agreement shall in such event be executed and delivered by the
parties and the Escrow Agent at Closing. In such event, notwithstanding anything
to the contrary in this Agreement, the execution and delivery of the Escrow
Agreement shall be the obligation of all parties; Seller's execution and
delivery thereof shall be a condition to Purchaser's obligation to close, and
Purchaser's execution and delivery thereof shall be a condition to Seller's
obligation to close.

                            [SIGNATURE PAGE FOLLOWS]


                                       22
<PAGE>
      IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the date first above written.

WAVETEL NC LICENSE CORP.                     WAVETEL TN LLC


                                             By: /s/ Michael R. Coltrane
By: /s/ Michael R. Coltrane                      ------------------------------
   --------------------------------          Name:  Michael R. Coltrane
Name:  Michael R. Coltrane                   Title: President
Title: President


WIRELESS ONE OF NORTH CAROLINA, LLC          FIXED WIRELESS HOLDINGS, LLC

By: /s/ Michael R. Coltrane                  By: /s/ Benjamin G. Wolff
   --------------------------------             ------------------------------
Name:  Michael R. Coltrane                   Name:  Benjamin G. Wolff
Title: President                             Title: Executive Vice-President

WAVETEL, L.L.C.


By: /s/ Michael R. Coltrane
   --------------------------------
Name:  Michael R. Coltrane
Title: President



                                       23
<PAGE>
                                   EXHIBIT A-1

                                      BTAS

<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***
</TABLE>


                                    LICENSES

<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***
</TABLE>


                                    Exhibit A
<PAGE>
                                   EXHIBIT A-2

                                     LEASES

<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***
</TABLE>



                                       2
<PAGE>
<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***
</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***
</TABLE>


                                       5
<PAGE>
<TABLE>
<CAPTION>
                                       CALL
                                   SIGN/FACILITY                         LICENSE          RELATIVE
LICENSEE           MARKET            ID NUMBER          CHANNELS        EXPIRATION          VALUE
--------           ------            ---------          --------        ----------          -----
<S>                <C>             <C>                  <C>             <C>               <C>
***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***

***                ***             ***                  ***             ***               ***
</TABLE>


                                       6
<PAGE>



                                  EXHIBIT A-3



                                      ***




<PAGE>
                               PURCHASE AGREEMENT
                                   EXHIBIT A-4


<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Outdoor Cabinet                 N/A                       N/A
   1       Base Station                    BS-SH                     s2403414
   6       BreezeCom AU Card               AU-E-BS-MMDS              s2406986
                                           AU-E-BS-MMDS              s240953
                                           AU-E-BS-MMDS              s240949
                                           AU-E-BS-MMDS              s2406981
                                           AU-E-BS-MMDS              s2420319
                                           AU-E-BS-MMDS              s25340252
   2       Base Station Power Supply       BreezeAccess              N/A
   6       Til-Tek Antenna                 TA2505H-16-50             N/A
   1       Mean Well Power Supply          SP 300-48                 N/A
   1       Classic AC Unit                 CS030060BIB-H008 Rev. 8   001794-010522
   1       Coleman Generator               8500Wat                   N/A
   2       Tsunami Microwave Radio         10meg                     96138 & 00145627
   1       Extreme Switch                  Summit 24                 005M-02688
   1       Transfer Switch                 ASCO series 165           137586
   1       GPS card                        GU-A-BS-GPS               S2420349
   1       GPS Antanna                     GU-IOC-30m                N/A
   2       Andrew 3ft microwave dish       N/A                       N/A
</TABLE>

<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Outdoor Cabinet                 N/A                       N/A
   1       Base Station                    BS-SH                     s2310532
   6       BreezeCom AU Card               AU-E-BS-MMDS              s2406965
                                           AU-E-BS-MMDS              s2432551
                                           AU-E-BS-MMDS              s2317858
                                           AU-E-BS-MMDS              s25656802
                                           AU-E-BS-MMDS              s2420787
                                           AU-E-BS-MMDS              s2420781
   1       Power Supply                    BreezeAccess              N/A
   6       Til-Tek Antenna                 TA2505H-16-50             N/A
   1       Power Supply                    DuraComm                  CA11074227
   1       APW Mclean AC Unit              M170216G009H              M170216-004235-3
</TABLE>
                              -Exhibit A-4, Page 1
<PAGE>
                               PURCHASE AGREEMENT
                                   EXHIBIT A-4
<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Hoffman Outdoor Cabinet         N/A                       N/A
   1       Base Station                    BS-SH                     s2405910
   6       BreezeCom AU Card               AU-E-BS-MMDS              s24842742
                                           AU-E-BS-MMDS              s24842732
                                           AU-E-BS-MMDS              s2484313
                                           AU-E-BS-MMDS              s2406962
                                           AU-E-BS-MMDS              s2406972
                                           AU-E-BS-MMDS              s2484451
   2       Power Supply                    BreezeAccess              N/A
   6       Andrew Antenna                  DMP18W060-H               N/A
   1       Mean Well Power Supply          SP 300-48                 N/A
   1       Classic AC Unit                 CS030060BIB-H008 Rev. 8   001787-010522
   1       Tsunami Microwave Radio         10meg                     145878
   1       Extreme Switch                  Summit 24                 052M-02690
   1       GPS card                        GU-A-BS-GPS               S2420346
   1       GPS Antanna                     GU-IOC-30m                N/A
   1       Andrew 6ft microwave dish       N/A                       N/A
</TABLE>

<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   4       DX Wideband TV Modulater        DSM - 220                 N/A
   4       EMEE Transmitter                TTS HSX                   N/A
   8       Comwave Television Modulator    N/A                       N/A
   5       Comwave Transmitter             5B010-1                   N/A
   8       Comwave Transmitter             5D050D                    N/A
   1       Combiner                        WR 340 H Plane U Bend     N/A
   1       Combiner                        2224P                     N/A
   1       Microwave Filter                90045-F                   N/A
   1       Aircompressor                   N/A                       N/A
   3       Equipment Racks                 N/A                       N/A
   1       Andrew OMNI Antenna             HMD 16VO-WNQ05            V0-216
   1       Andrew OMNI Antenna             HMD 16VO-WNQ05            V0-228
</TABLE>
                              -Exhibit A-4, Page 2
<PAGE>
                               PURCHASE AGREEMENT
                                   EXHIBIT A-4
<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Outdoor Cabinet                 N/A                       N/A
   1       Base Station                    BS-SH                     s2505659
   6       BreezeCom AU Card               AU-E-BS-MMDS              s25340182
                                           AU-E-BS-MMDS              s25340162
                                           AU-E-BS-MMDS              s25340282
                                           AU-E-BS-MMDS              s25340322
                                           AU-E-BS-MMDS              s25340202
                                           AU-E-BS-MMDS              s2407030
   1       Base Station Power Supply       BreezeAceess              N/A
   6       Til-Tek Antenna                 TA2505H-16-50             N/A
   1       Mean WellPower Supply           SP 300-48                 N/A
   1       Classic AC Unit                 CS030060BIB-H008 Rev. 8   1-009343-020212
</TABLE>

<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Equipment Rack                  N/A                       N/A
   1       Base Station                    BS-SH                     s2500271
   6       BreezeCom AU Card               AU-E-BS-MMDS              s25656782
                                           AU-E-BS-MMDS              s25656832
                                           AU-E-BS-MMDS              s25656822
                                           AU-E-BS-MMDS              s25340312
                                           AU-E-BS-MMDS              s25656792
   1                                       AU-E-BS-MMDS              s25656812
   6       Power Supply                    BreezeAceess              8500290
   1       Til-Tek Antenna                 TA2505H-16-50             N/A
           Power Supply                    DuraComm                  CA11074227
</TABLE>

<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   4       EMEE Transmitter                TTS 20HS                  N/A
   4       Scientific Atlanta Modulator    6340                      N/A
   3       Television Modulator            Vista Vision              7361, 7369,7365
   1       Andrew OMNI Antenna             N/A                       N/A
   1       Equipment Rack                  N/A                       N/A
</TABLE>
                              -Exhibit A-4, Page 3
<PAGE>
                             PURCHASE AGREEMENT
                                 EXHIBIT A-4

<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Equipment Rack                  N/A                       N/A
   4       EMCEE Transmitter               TTS20HS                   N/A
   4       Scientific-Atlanta Modulator    6340                      N/A
   1       ISS Tunable Video Demodulator   GL-1000AB                 N/A
   1       Combiner                        N/A                       N/A
   1       Andrew OMNI Antenna             N/A                       N/A
</TABLE>

<TABLE>
<CAPTION>
QUANTITY   EQUIPMENT                       MODEL NUMBER              SERIAL NUMBER
--------------------------------------------------------------------------------
<S>        <C>                             <C>                       <C>
   1       Equipment Rack                  CRI                       N/A
   3       Til-Tek Antenna                 N/A                       N/A
   3       BreezeCom                       AU Cards                  s2484452
                                                                     s2484323
                                                                     s2484455
   1       Mean Well Power Supply          N/A                       N/A
   1       BreezeCom Base Station          BS-SH                     s2402134
   1       Base Station Power Supply       N/A                       N/A
</TABLE>
Access 828.254.1947

                              -Exhibit A-4, Page 4
<PAGE>
                                    EXHIBIT B

                            INSTRUMENT OF ASSIGNMENT

      INSTRUMENT OF ASSIGNMENT (the "Instrument of Assignment"), dated as of
_______________, 2005, by and between Wireless One of North Carolina, L.L.C., a
limited liability company organized under the laws of the State of Delaware,
Wavetel NC License Corporation, a corporation organized under the laws of the
State of Delaware, Wavetel, L.L.C., a limited liability company organized under
the laws of the State of Delaware and Wavetel TN, L.L.C., a limited liability
company organized under the laws of the State of Delaware (collectively, the
"Assignor"), and Fixed Wireless Holdings, LLC, a Delaware limited liability
company ("Assignee"). Capitalized terms used herein without definition shall
have the respective meanings assigned to them in the Purchase Agreement (as
defined below).

      WHEREAS, Assignor and Assignee have entered into a Purchase Agreement (the
"Purchase Agreement"), dated as of June 6, 2005, pursuant to which, Assignor
agreed to convey to Assignee, and Assignee agreed to acquire, the Seller
Licenses;

      WHEREAS, Assignor and Assignee have filed an application with the FCC
requesting the assignment of the Seller Licenses to Assignee; and

      WHEREAS, the FCC has granted an application for the assignment of the
Licenses.

      NOW, THEREFORE, in consideration of the promises and the mutual
representations, warranties, covenants, conditions, and agreements hereinafter
set forth, the Parties agree as follows:

            1. Assignment. Pursuant to Section 2 of the Purchase Agreement, for
      valuable consideration, receipt of which is hereby acknowledged, Assignor,
      intending to be legally bound, does hereby sell, assign, transfer, convey,
      and deliver to Assignee, its successors and assigns forever, all right and
      interest of Assignor in and to the Licenses, free and clear of all Liens.

            2. Terms of Purchase Agreement Control. Nothing contained in this
      Instrument of Assignment shall in any way supersede, modify, replace,
      amend, change, rescind, waive, exceed, expand, enlarge, or in any way
      affect the provisions of the Purchase Agreement, including the warranties,
      covenants, agreements, conditions and representations contained in the
      Purchase Agreement and, in general, any of the rights and remedies, and
      any of the obligations and indemnifications, of Assignor or Assignee set
      forth in the Purchase Agreement.

            3. Power of Attorney. Assignor hereby grants its power-of-attorney
      to Assignee as Assignor's attorney-in-fact to take any appropriate action
      in connection with the Licenses, in the name of Assignor or in its own or
      any other name, it being understood that this authorization and
      power-of-attorney are coupled with an interest and are irrevocable.


                                  Exhibit B-1
<PAGE>
            4. Representations and Warranties. Assignor represents and warrants
      to Assignee that (a) no interest in the Licenses has been previously
      assigned to any Person, (b) all rights and interests in and to the
      Licenses are assignable free and clear of Liens without any further action
      or consent and (c) the rights and interests being assigned to Assignee
      hereby constitute all rights and interests in and to the Licenses.

            5. Further Assurances. Assignor covenants and agrees, in connection
      with the Purchase Agreement and this Instrument of Assignment, promptly to
      execute and deliver any additional documents and instruments and perform
      any additional acts that may be reasonably necessary or desirable to
      effectuate and perform more fully the provisions of this Instrument of
      Assignment and the assignments provided for in Section 1 hereof.

            6. Miscellaneous. This Instrument of Assignment (a) is executed
      pursuant to the Purchase Agreement and may be executed in counterparts,
      each of which as so executed shall be deemed to be an original, but all of
      which together shall constitute one instrument, (b) shall be governed by
      and in accordance with the internal laws of the State of Washington,
      without regard to the principles of conflicts of law thereof and (c) shall
      be binding upon and inure to the benefit of the Parties hereto and their
      respective successors and permitted assigns.

      IN WITNESS WHEREOF, Assignor and Assignee have each caused this Instrument
of Assignment to be duly executed and delivered as of the date first above
written.

WAVETEL NC LICENSE CORP.                     WAVETEL TN LLC

                                             By:
By:                                          ------------------------------
   --------------------------------          Name:  Michael R. Coltrane
Name:  Michael R. Coltrane                   Title: President
Title: President


WIRELESS ONE OF NORTH CAROLINA, LLC          FIXED WIRELESS HOLDINGS, LLC

By:                                          By:
   --------------------------------             ------------------------------
Name:  Michael R. Coltrane                   Name:  Benjamin G. Wolff
Title: President                             Title: Executive Vice-President

WAVETEL, L.L.C.


By:
   --------------------------------
Name:  Michael R. Coltrane
Title: President


                                  Exhibit B-2
<PAGE>
                                    EXHIBIT C

                            ASSIGNMENT AND ASSUMPTION

            THIS ASSIGNMENT AND ASSUMPTION (this "Assignment and Assumption") is
entered into effective as of the ____ day of ______________, 2005 by and between
Wireless One of North Carolina, L.L.C., a limited liability company organized
under the laws of the State of Delaware, Wavetel NC License Corporation, a
corporation organized under the laws of the State of Delaware, Wavetel, L.L.C.,
a limited liability company organized under the laws of the State of Delaware
and Wavetel TN, L.L.C., a limited liability company organized under the laws of
the State of Delaware (collectively, the "Assignor"), and _________________, a
___________________ ("Assignee"), pursuant to that certain Purchase Agreement
(the "Purchase Agreement") dated as of June 6, 2005 by and among Assignor and
______________________________________, pursuant to which Assignor agreed to
assign certain of its liabilities and obligations to Assignee. Capitalized terms
not otherwise defined herein shall have the respective meanings set forth in the
Purchase Agreement.

      Assignor and Assignee hereby agree as follows:

   1. Assignment. Subject to the terms and conditions of the Purchase Agreement,
      Assignor does hereby assign, grant, transfer, convey, and set over unto
      Assignee all of Assignor's rights, title and interest in and to the
      Leases, free and clear of all Liens, together with such other rights,
      causes of action and remedies as may arise by operation of law, in law or
      equity, in connection with any of the Leases.

   2. Assumption. Subject to the terms of the Purchase Agreement, Assignee
      hereby undertakes, assumes and agrees to perform, pay or discharge when
      and as due all of the obligations of Assignor under the Leases insofar as
      such liabilities and obligations arise on or after the Closing Date, in
      accordance with the terms of the Purchase Agreement.

   3. No Amendment. This Assignment and Assumption shall not alter, modify or
      amend the terms of the any of the Leases in any respect, nor shall it
      subject Assignee to any greater liabilities, obligations or duties in
      connection therewith than would have been enforceable against Assignor.

   4. Binding Effect. This Assignment and Assumption shall be binding upon and
      shall inure to the benefit of the parties thereto and their respective
      successors and assigns.

   5. Governing Law. This Assignment and Assumption shall be governed by and
      interpreted in accordance with the laws of the State of Washington.

   6. Conflicts. To the extent there is a conflict between the terms and
      provisions of this Assignment and Assumption and the Purchase Agreement,
      the terms and provisions of the Purchase Agreement will govern.


                                  Exhibit E-1
<PAGE>
   7. Headings. The headings herein are included for ease of reference only and
      shall not control or affect the meaning or construction of the provisions
      of this Assignment and Assumption.

   8. Amendments. This Assignment and Assumption cannot be amended, supplemented
      or modified except by an agreement in writing which makes specific
      reference to this Assignment and Assumption, and which is signed by the
      party against which enforcement of any such amendment, supplement or
      modification is sought.

   9. Further Assurances. Assignor agrees that upon request of Assignee, at any
      time and from time to time, Assignor will do, execute, acknowledge and
      deliver, or will cause to be done, executed, acknowledged and delivered,
      all such further acts, deeds, assignments, transfers, conveyances and
      assurances as may be reasonably required to evidence further the
      assignment, transfer, conveyance and delivery of the intangible Assets of
      Assignor to Assignee, or to aid or assist Assignee in reducing to its
      possession, title to and possession of the intangible Assets of Assignor
      to Assignee assigned, transferred, conveyed and delivered hereby.

      The parties hereto have executed this Assignment and Assumption as of the
date first written above.

WAVETEL NC LICENSE CORP.                     WAVETEL TN LLC

                                             By:
By:                                          ------------------------------
   --------------------------------          Name:  Michael R. Coltrane
Name:  Michael R. Coltrane                   Title: President
Title: President


WIRELESS ONE OF NORTH CAROLINA, LLC          FIXED WIRELESS HOLDINGS, LLC

By:                                          By:
   --------------------------------             ------------------------------
Name:  Michael R. Coltrane                   Name:  Benjamin G. Wolff
Title: President                             Title: Executive Vice-President

WAVETEL, L.L.C.


By:
   --------------------------------
Name:  Michael R. Coltrane
Title: President


                                  Exhibit B-2
<PAGE>
                                    EXHIBIT D
                              FORM OF LEGAL OPINION


                                  [Letterhead]

                            [________________, 200__]

[Fixed Wireless Holdings, LLC]
5808 Lake Washington Blvd. E.
Suite 300
Kirkland, WA  98033

Ladies and Gentlemen:

         This opinion is submitted pursuant to Section 6.3 of the Purchase and
Sale Agreement, dated June 6, 2005 ("the Agreement"), by and among Wireless One
of North Carolina, L.L.C., a limited liability company organized under the laws
of the State of Delaware, Wavetel NC License Corporation, a corporation
organized under the laws of the State of Delaware, Wavetel, L.L.C., a limited
liability company organized under the laws of the State of Delaware and Wavetel
TN, L.L.C., a limited liability company organized under the laws of the State of
Delaware (collectively, the "Seller"), and Fixed Wireless Holdings, LLC, a
Delaware limited liability company ("Purchaser"). Except as otherwise defined
herein, terms that are capitalized have the same definitions as set forth in the
Agreement.

         We have acted as special federal telecommunications regulatory counsel
to Seller. Our opinion is limited to certain federal telecommunications
regulatory matters specifically related to the Communications Act of 1934, as
amended (the "Communications Act"), and the FCC Rules and any final judicial
interpretations of them (collectively the "FCC Law"). Except where compliance is
required by FCC Law, we express no opinion and assume no responsibility as to
the applicability of any other federal, or any state, local, foreign, or
regional laws or regulations, including, but not limited to, laws governing the
organization, authority to transact business, or tax liability of Seller.

         In this limited capacity, and for the purposes of this opinion, we have
reviewed the Agreement, our client files and records, the Seller Licenses,
responses (if any) received from the FCC to our inquiry to the FCC's Enforcement
Bureau with respect to the existence of formal and informal complaints, notices
of apparent liability, hearings, investigations, petitions and other proceedings
regarding the Seller Licenses or against the Seller, if any, the license
database of the FCC's Wireless Telecommunications Bureau and Enforcement Bureau
to the extent that such documents have been made available as of [ten Business
Days prior to anticipated closing date] (the "FCC Records") as we deemed
reasonable and appropriate, and such other documents, records and instruments of
Seller as we have deemed reasonable and appropriate to enable us to render this
opinion. Although we have acted as special federal telecommunications regulatory
counsel in specific telecommunications regulatory matters of Seller, we draw
your attention to the fact that we have not undertaken any on-site or other
physical inspections of the facilities or the business of Seller or its
properties, and with respect to business practices, operations, accounts,
personnel or day-to-day affairs, have not independently verified the manner in
which the facilities and the business are operated.

<PAGE>
         In connection with this opinion as to matters of fact, except as set
forth in the previous paragraph, we have not undertaken any independent
investigation to verify any such matters. Whenever in this opinion we limit our
opinion to "to our knowledge" or "to our knowledge, after due inquiry," our
statements are based solely on any information that actually became known to the
telecommunications attorneys and paralegals currently employed by this firm who
are involved or have been involved in representing Seller in the course of such
representation, and a review of the pertinent FCC Records.

         In our review, we have assumed without independent investigation (i)
the genuineness of all signatures; (ii) that where any signature purports to
have been made in a corporate, governmental, fiduciary, or other capacity, the
person who affixed such signature to such document had authority to do so; (iii)
the authenticity of all documents submitted to us as originals; and (iv) the
conformity to authentic original documents of all documents submitted to us as
certified, conformed, or photostatic copies. We have also assumed, without
independent inquiry, that there are no agreements or understandings between or
among Seller and other parties other than those disclosed in the Agreement that
would expand, modify, or otherwise affect the terms of the Agreement or the
rights or obligations thereunder of the parties thereto, and that the Agreement
accurately and completely sets forth the agreement of all parties thereto.

         For purposes of this opinion, we have made such examination of the FCC
Law as we have deemed necessary. In the course of developing this opinion, we
have examined only actions and approvals arising out of, relating to, or taken
pursuant to the provisions of the FCC Law. We have not undertaken to determine
the existence of any actions, approvals, or proceedings, whether outstanding,
pending, or threatened, before persons or entities other than the FCC.

         In this limited capacity and for purposes of this opinion, and, subject
to the assumptions and qualifications set forth in this letter, it is our
opinion as of the date hereof that:

         1. The Seller Licenses are held by the Seller, are in full force and
         effect, and are not subject to any conditions outside the ordinary
         course. To our knowledge, all such Licenses are validly held. Current
         copies of the Seller Licenses are attached hereto at Exhibit A.
         "Validly held" as used in this paragraph means that the Seller Licenses
         have been issued to the Seller through the means of FCC procedures
         applied in conformity with FCC practice. "Full force and effect" as
         used in this paragraph means (i) the orders issuing the Seller Licenses
         have become effective under FCC Law; (ii) the Seller Licenses contain
         no conditions that would have a material adverse effect on the Seller
         Licenses except for such conditions imposed generally by the FCC on the
         holders of licenses such as the Seller Licenses; (iii) no stay of
         effectiveness of any order granting the Seller Licenses have been
         issued; and (iv) the Seller Licenses have not expired by their own
         terms or been invalidated or modified by any action of the FCC.

                                       2
<PAGE>
         2. The FCC has granted its consent to the assignment to Purchaser of
         the Seller Licenses (the "FCC Approval") without the imposition of
         conditions outside the ordinary course and such consent is in full
         force and effect. The FCC consent constitutes all necessary consents,
         approvals and authorizations required under FCC Law for the assignment
         of the Seller Licenses to Purchaser.

         3. To our knowledge, after due inquiry, there is no judgment, decree or
         order of the FCC that has been issued against or in respect of the
         Seller or the Seller Licenses that would materially impair the Seller
         Licenses.

         4. To our knowledge, after due inquiry, other than proceedings
         concerning the BRS/EBS industry generally, there is no notice of
         violation, proceeding, investigation or other action by or before the
         FCC, or on appeal from an order of the FCC, pending or threatened
         against or in respect of the Seller or the Seller Licenses. To our
         knowledge, Seller has timely filed all reports and paid all fees
         required to be filed or paid by it in connection with the Seller
         Licenses.

         5. To our knowledge, no event has occurred with respect to the Seller
         Licenses which is likely to, or after notice or lapse of time or both
         would likely result in, the revocation or termination of the Seller
         Licenses or the imposition of any fine or penalty against the Seller or
         the [Seller] Licenses.

         6. The FCC Public Notice granting the FCC's consent to the assignment
         was released on [____________________]. The time within which any party
         in interest other than the FCC may seek administrative or judicial
         reconsideration or review has expired. To our knowledge, [of whom would
         we inquire?] no petition for reconsideration or review of the grant of
         the FCC's consent has been filed with the FCC or a court with proper
         jurisdiction. The time within which the FCC may review the consent on
         its own motion expired on [____________________]. To our knowledge, the
         FCC did not undertake review of the grant of its consent on its own
         motion.

         7. The execution and delivery of the Agreement, and the performance by
         Seller of its obligations thereunder, are in accordance with the terms
         of and will not violate FCC Law.

         This opinion is given as of the date hereof, and we assume no
obligation to notify you of any changes in this opinion as a result of any facts
that may come to our attention in the future, nor do we assume any obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter occur or come to our attention, or to assess the likelihood or
effect of any event, including any proceeding or appeal which hereafter may be
initiated by or before the FCC, or any federal or state court or government
agency, or any changes in laws, rules, or regulations, or the interpretation of
such, which may hereafter occur, or of any material changes in the terms of the
transactions contemplated in the Agreement.

         This opinion is intended solely for the benefit of, and may be relied
upon only by Purchaser and Seller, in connection with the transaction
contemplated by the Agreement. No other person has the right to rely upon it,
nor may it be quoted, used, relied upon, redelivered, or referred to by any
governmental agency or any other person or entity, without the prior written
consent of this firm.

                                            Very truly yours,




                                       3
<PAGE>
                                    EXHIBIT E
                                ESCROW AGREEMENT


      This ESCROW AGREEMENT (this "Agreement") is dated as of ________________,
2005 [Closing Date], by and among Fixed Wireless Holdings, LLC, a Delaware
limited liability company ("Purchaser"). Wireless One of North Carolina, L.L.C,
a limited liability company organized under the laws of the State of Delaware,
Wavetel NC License Corporation, a corporation organized under the laws of the
State of Delaware, Wavetel, L.L.C., a limited liability company organized under
the laws of the State of Delaware and Wavetel TN, L.L.C., a limited liability
company organized under the laws of the State of Delaware (collectively, the
"Seller"), and__________________________________________(the "Escrow Agent").

                                    RECITALS:

      A. Seller and Purchaser have entered into that certain Purchase Agreement
dated ___________, 2005 ("Purchase Agreement").

      B. Pursuant to Section 6.2(c) of the Purchase Agreement, if, at the
Closing, the Consent-Satisfied Leases constitute less than all of the Leases,
then Purchaser will deliver an amount (the "Escrow Amount") equal to that
portion of the Purchase Price attributed to those Leases (as determined by
reference to Exhibit A-2 of the Purchase Agreement) for which necessary Consents
remain outstanding ("Outstanding Leases") to the Escrow Agent to be held and
disbursed in accordance with the terms of the Purchase Agreement and this
Agreement.

      C. Capitalized terms used herein but not otherwise defined shall have the
meanings ascribed to them in the Purchase Agreement.

                                   AGREEMENTS:

      In consideration of the above recitals and of the covenants and agreements
contained herein, Purchaser, Seller and the Escrow Agent hereby agree as
follows:

                            SECTION 1: ESCROW AMOUNT

      1.1 Delivery. Concurrently herewith, Purchaser is delivering to Escrow
Agent the Escrow Amount, which the parties stipulate to be [insert dollar
amount], in immediately available funds via wire transfer to an account
designated by Escrow Agent.

      1.2 Receipt. The Escrow Agent acknowledges receipt of the Escrow Amount
from Purchaser.

                    SECTION 2: DISBURSEMENT OF ESCROW AMOUNT

      The Escrow Agent shall dispose of or distribute the Escrow Amount only in
accordance with this Section 2.

      2.1 Disbursement. The following procedure shall govern the application of
the Escrow Amount to satisfy the payment of the Purchase Price for the
Outstanding Leases. Except as otherwise provided by this Agreement, the term of
the escrow (the "Escrow Period") shall be from the date hereof and end on the
date that is the third anniversary of the Closing (the "Third Anniversary").

            (a) If during the Escrow Period, Seller obtains the required
Consents for the assignment of one or more of the Outstanding Leases to
Purchaser, then, in each such instance, Seller shall notify Purchaser and the
Escrow Agent of the receipt of such Consent, which notice will identify the
particular Outstanding Lease for which consent has been obtained, the amount
allocated to such Outstanding Lease as set forth on Schedule A hereto [which
shall consist of the Outstanding Leases and their respective amounts, consistent
with the amounts set forth for such Leases in Exhibit A-2 of the Purchase
Agreement] and will attach a copy of the Consent. Within five (5) business days
thereafter, Purchaser and Seller shall deliver to the Escrow Agent joint
instructions to disburse the amount of the Purchase Price allocated to such
Outstanding Lease to Seller, whereupon the Escrow Agent shall make such
disbursement.

            (b) If during the Escrow Period, Seller receives notice from the
applicable lessor of an objection to or express rejection of the Consent for the
assignment of one or more of the Outstanding Leases to Purchaser, then in such
instance Seller shall notify Purchaser and the Escrow Agent of such objection or
rejection, which notice will identify the particular Outstanding Lease at issue
and will identify whether or not Seller intends to dispute such objection or
rejection.

                  (i) If Seller elects not to dispute such objection or
rejection, then Seller and Purchaser shall deliver joint instructions to the
Escrow Agent within five (5) business days of the notice of objection/rejection
delivered by Seller to disburse to Purchaser from the Escrow Amount the amount
of the Purchase Price allocated to such Outstanding Lease as set forth on
Schedule A hereto, and the Escrow Agent shall make such disbursement. This
disbursement shall be a reduction to the Purchase Price and simultaneously
therewith Purchaser shall assign back such Outstanding Lease to Seller and the
Purchase Agreement shall be of no further force or effect with respect to such
Outstanding Lease.

                  (ii) If Seller disputes such objection or rejection by the
lessor (the "Dispute"), then the amount of the Purchase Price allocated to such
Outstanding Lease as set forth in Schedule A hereto (the "Dispute Amount") shall
continue to be held by the Escrow Agent until the earlier of (a) receipt by
Escrow Agent of joint instructions from Purchaser and Seller either that the
Dispute has been resolved by final settlement of Seller and the lessor or by a
final non-appealable court order of a court of competent jurisdiction ("Court
Order") in such manner that allows the assignment of such Outstanding Lease to
Purchaser as provided in the Purchase Agreement (a "Favorable Resolution") or
the Dispute has been resolved by final settlement of Seller and lessor or by a
Court Order in such manner that allows the rejection of the assignment to stand
(a "Non-Favorable Resolution"), or (b) the conclusion of the Escrow Period. The
joint instructions shall direct the Escrow Agent to (1) in the case of a
Favorable Resolution, distribute the Dispute Amount to Seller, or (2) in the
case of a Non-Favorable Resolution, return the Dispute Amount to Purchaser
as a reduction to the Purchase Price, and to the extent such Outstanding Lease
has been assigned to Purchaser, Purchaser shall assign such Outstanding Lease
back to Seller and the Purchase Agreement shall be of no further force or effect
with respect to such Outstanding Lease.

            (c) If any portion of the Escrow Amount continues to be held by the
Escrow Agent as of the end of the Escrow Period, then unless the Escrow Agent
shall prior to said date receive joint instructions from Purchaser and Seller to
the contrary, the Escrow Agent shall within ten (10) business days of conclusion
of the Escrow Period, disburse the remaining Escrow Amount, other than any
Dispute Amount, to Seller and the Dispute Amount, if any, shall be disbursed to
Purchaser. Any such disbursement of a Dispute Amount to Purchaser shall reduce
the Purchase Price, and Purchaser shall assign back to Seller any Outstanding
Lease(s) for which a Dispute has not had a Favorable Resolution, and the
Purchase Agreement shall be of no further force or effect with respect to such
Outstanding Lease(s).

      2.2 Joint Instructions. In the event that the Escrow Agent receives joint
instructions in writing from Purchaser and Seller, such instructions maybe
revoked only (i) if Escrow Agent has not already acted upon such joint
instructions and (ii) pursuant to further joint instructions in writing of
Purchaser and Seller or a Court Order.

                             SECTION 3: ESCROW AGENT

      3.1 Appointment and Duties. Purchaser and Seller hereby appoint Escrow
Agent to serve hereunder, and the Escrow Agent hereby accepts such appointment
and agrees to perform all duties which are expressly set forth in this
Agreement.

      3.2 Compensation. Compensation will be paid to the Escrow Agent by
one-half by Purchaser and one-half by Seller as specified in Schedule A hereto.
In the event the activities of the Escrow Agent or the term of this Agreement
are restricted or extended as a result of any dispute or court action, pending
or otherwise, the fees of the Escrow Agent will continue to accrue pursuant to
Schedule A hereto, and the parties hereto agree to pay all such fees promptly
when due, regardless of the status of the dispute and/or any court action,
pending or otherwise, unless the dispute is occasioned by the Escrow Agent's
gross negligence or willful misconduct in performing its specified duties.

      3.3 Indemnification. The Escrow Agent and its officers directors, agents
and employees shall be indemnified for and held harmless from any and all
claims, regardless of nature, arising out of or because of this Agreement,
except as such may arise because of the Escrow Agent's gross negligence or
willful misconduct in performing its specified duties as Escrow Agent by the
Purchaser and Seller equally. Promptly after the receipt by the Escrow Agent of
notice of any claim, the Escrow Agent shall, if a claim in respect thereof is to
be made against any of the other parties hereto or against the Escrow Amount,
notify Purchaser and Seller in writing. Notwithstanding the foregoing, but
provided that such notice shall have been given, the failure by the Escrow Agent
to give such notice promptly shall not relieve the parties from any liability
which such parties may have to the Escrow Agent hereunder except to the extent
the defense of such action is prejudiced thereby. The parties hereto acknowledge
and agree that any payment to the Escrow Agent pursuant to this Section 3.3
shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by
Seller.

      3.4 Resignation. The Escrow Agent may resign at any time upon giving the
parties hereto thirty (30) days' prior written notice of such resignation to
that effect. In such event, the successor shall be such person, firm or
corporation as shall be mutually selected by Purchaser and Seller. It is
understood and agreed that such resignation shall not be effective until a
successor accepts its appointment and agrees to act hereunder; provided,
however, if no successor is appointed and acting hereunder within thirty (30)
days after such notice is given, the Escrow Agent may deliver, but need not, the
Escrow Amount then in escrow into a court of competent jurisdiction. Upon the
acceptance in writing of any appointment as Escrow Agent hereunder by a
successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from
its duties and obligations under this Agreement, but shall not be discharged
from any liability for actions taken as Escrow Agent hereunder prior to such
succession. After any retiring Escrow Agent's resignation or removal, the
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Escrow Agent under this Agreement.

      3.5 Counsel. The Escrow Agent may consult with counsel of its own choice
and shall have full and complete authorization and protection for any action
taken or suffered by it hereunder in good faith and in reliance upon the advice
of such counsel.

      3.6 Legal Actions. The Escrow Agent shall not be required to institute or
defend any action or legal process involving any matter referred to herein which
in any manner affects it or its duties or liabilities hereunder unless or until
requested to do so by the other parties to this Agreement, and then only upon
receiving full indemnity in an amount of such character as it shall reasonably
require, against any and all claims, liabilities, judgment, reasonable
attorney's fees and other reasonable expenses of every kind in relation thereto,
except in the case of its own willful misconduct or gross negligence.

                     SECTION 4: LIABILITIES OF ESCROW AGENT

      4.1 Limitations. The Escrow Agent shall be liable only to accept, hold and
deliver the Escrow Amount in accordance with the provisions of this Agreement
and amendments thereto; provided, however, that the Escrow Agent shall not incur
any liability with respect to (a) any action taken or omitted in good faith upon
the advice of its counsel given with respect to any questions relating to its
duties and responsibilities as Escrow Agent under this Agreement, so long as
such action is consistent with the terms of this Agreement, or (b) any action
taken or omitted in reliance upon any instrument which the Escrow Agent shall in
good faith believe to be genuine (including the execution, the identity or
authority of any person executing such instrument, its validity and
effectiveness, and the truth and accuracy of any information contained therein),
to have been signed by a proper person or persons, and to conform to the
provisions of this Agreement. The Escrow Agent shall exercise the same degree of
care toward the Escrow Amount as it would exercise toward its own similar
property.

      4.2 Collateral Agreements. The Escrow Agent shall not be bound in any way
by any contract or agreement between other parties hereto, whether or not it has
knowledge of any such contract or agreement or of its terms or conditions.

                             SECTION 5: TERMINATION

      This Agreement shall be terminated (a) upon disbursement or release of the
entire or remaining Escrow Amount by the Escrow Agent in accordance with the
provisions hereof, (b) by written mutual consent signed by all parties or (c)
upon delivery of the Escrow Amount then in escrow into a court of competent
jurisdiction in accordance with Section 3.4 hereof. This Agreement shall not be
otherwise terminated.

                           SECTION 6: OTHER PROVISIONS

      6.1 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by
overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):


          If to Purchaser, to:    Fixed Wireless Holdings, LLC
                                  5808 Lake Washington Blvd. N.E.
                                  Suite 300
                                  Kirkland, WA 98033-7353
                                  Attention: Benjamin G. Wolff
                                  Facsimile No.: (425) 828-8061

          With a copy to:         Davis Wright Tremaine LLP
                                  2600 Century Square
                                  1501 Fourth Avenue
                                  Seattle, WA 98101
                                  Attention: Julie Weston
                                  Facsimile No.: (206) 628-7699

          If to Seller:           CT Communications, Inc.
                                  1000 Progress Place, NE
                                  Concord, NC 28025
                                  Attention: David H. Armistead
                                  Facsimile: 704-722-2558

          with a copy to:
                                  Brown Nietert & Kaufman, Chartered
                                  Attention: Robyn G. Nietert
                                  1301 Connecticut Avenue, NW, Suite 450
                                  Washington, DC 20036
                                  Facsimile: 202-223-8685

          If to Escrow Agent:
                                  -------------------------------------------

                                  -------------------------------------------

                                  -------------------------------------------
                                  Attention:
                                            -----------------
                                  Facsimile No.:
                                                -------------

      6.2 Benefit and Assignment. The rights and obligations of each party under
this Agreement may not be assigned without the prior written consent of all
other parties. Subject to the foregoing sentence, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement is not intended to confer upon any Person
other than the parties hereto any rights or remedies hereunder.

      6.3 Entire Agreement; Amendment. This Agreement and the Purchase Agreement
contain all the terms agreed upon by the parties with respect to the subject
matter hereof. This Agreement may be amended or modified only by written
agreement executed by Purchaser and Seller, and if the amendment in any way
affects the compensation, duties and/or responsibilities of the Escrow Agent, by
a duly authorized representative of the Escrow Agent. No waiver of any provision
hereof or rights hereunder shall be binding upon a party unless evidenced by a
writing signed by such party.

      6.4 Headings. The headings of the sections and subsections of this
Agreement are for ease of reference only and do not evidence the intentions of
the parties.

      6.5 Governing Law. THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK (WITHOUT REGARD TO THE CHOICE
OF LAW PROVISIONS THEREOF).

      6.6 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, PERFORMANCE OR
ENFORCEMENT HEREOF.

      6.7 Counterparts, this Agreement may be signed upon any number of
counterparts with the same effect as if the signatures on all counterparts are
upon the same instrument.

               [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
                      SIGNATURES APPEAR ON FOLLOWING PAGE]



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective duly authorized officers as of the date first above
written.

WAVETEL NC LICENSE CORP.                WAVETEL TN LLC




 By:                                    By:
   ----------------------------------      ----------------------------------
   Name:  Michael R. Coltrane           Name:  Michael R. Coltrane
   Title: President                     Title: President



WIRELESS ONE OF NORTH CAROLINA,         FIXED WIRELESS HOLDINGS, LLC
LLC

By:                                     By:
   ----------------------------------      ----------------------------------
Name:  Michael R. Coltrane              Name:  Benjamin G. Wolff
Title: President                        Title: Executive Vice-President

WAVETEL, L.L.C.                         [ESCROW AGENT]


By:                                     By:
   ----------------------------------      ----------------------------------
Name:  Michael R. Coltrane              Name:
Title: President                              -------------------------------
                                        Title:
                                              -------------------------------





                                   SCHEDULE A

                                  Compensation

The annual fee of [Five Hundred Dollars ($500)] for administering this Escrow
Agreement is payable in advance at the time of closing and if applicable, will
be invoiced each year to the appropriate party(ies) on the anniversary date of
the closing of the Escrow Agreement.

Out-of-pocket expenses such as, but not limited to postage, courier, overnight
mail, insurance, money wire transfer, long distance telephone charges,
facsimile, stationery, travel, legal or accounting, etc., will be billed at
cost.

These fees do not include extraordinary services which will be priced according
to time and scope of duties. The fees shall be deemed earned in full upon
receipt by the Escrow Agent, and no portion shall be refundable for any reason,
including without limitation, termination of the Escrow Agreement.

It is acknowledged that the schedule of fees shown above is acceptable for the
services mutually agreed upon.