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                                                                    EXHIBIT 10.3

                  STOCK OPTION AGREEMENT - PRIME CELLULAR INC.

         AGREEMENT made as of this 30th day of April, 1999 between Prime
Cellular, Inc. (the "Company"), a Delaware corporation, having a principal place
of business at 580 Marshall Street, Phillipsburg, NJ 08865 and Joseph K. Pagano
("Pagano"), residing at 434 East Cooper, Suite 201, Aspen, Colorado 81611.

         WHEREAS, the Company authorized on April 30, 1999 (the "Grant Date")
granting to Pagano options to purchase up to 217,000 shares of the common stock
of the Company, par value $.01 per share ("Common Stock") pursuant to the
Company's 1990 Stock Option Plan (the "Plan"), upon the terms and conditions
herein contained; and

         WHEREAS, Pagano is the President of the Company and therefore eligible
for such option.

         NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree:

         1.  Grant of Option.

         (a)               Subject to the terms and conditions of the Plan, a
                           copy of which is annexed hereto and made a part
                           hereof and the receipt of which is hereby
                           acknowledged by Pagano, the Company hereby grants to
                           Pagano as a matter of separate agreement and not in
                           lieu of salary, or any other compensation for
                           services, the right and option (the "Option") to
                           purchase all or any part of an aggregate of 217,000
                           shares of the authorized but unissued Common Stock
                           (the "Option Shares"), on the terms and conditions
                           set forth herein.

         (b)               The Option shall be deemed an Incentive Option, with
                           all the rights and restrictions associated therewith
                           as more particularly set forth in the Plan; it being
                           acknowledged and agreed that Pagano is an employee of
                           the Company, or of any subsidiary of the Company as
                           of the Grant Date.

         (c)               All Option Shares, when issued and delivered in
                           accordance with the terms of this Agreement, shall be
                           fully paid and non-assessable, and the certificate or
                           certificates representing such Option Shares shall so
                           state.

         2. Exercise Price. The purchase price of the Option Shares covered by
this Option shall be $1.625 per share (the "Exercise Price").

         3.  Term of Option.

         (a)               Except as otherwise earlier terminated in accordance
                           with Paragraphs 3(b)-(d) hereof, the Option, to the
                           extent unexercised, shall terminate five (5) years
                           from the Grant Date.

         (b)               In the event Pagano's employment by the Company or
                           any of its affiliates is terminated (for any reason
                           other than death or discharge for "cause" as defined
                           in the Plan) any Option granted to him or unexercised
                           portion thereof which was otherwise exercisable on
                           the date of termination of employment shall terminate
                           unless, such Option to the extent exercisable at
                           termination, is exercised within the earlier of
                           thirty (30) days after Pagano ceases to be an
                           employee or the date of expiration of the Option
                           period.

         (c)               If Pagano's employment is terminated for "cause," as
                           defined in the Plan, any Option or unexercised
                           portion thereof granted to him shall terminate and be
                           of no further force and effect from the date of
                           discharge.

         (d)               Upon the death of Pagano while Pagano is employed by
                           the Company or any subsidiary of the Company, any
                           Option granted to him or the unexercised portion
                           thereof, which was otherwise exercisable on his date
                           of death, shall terminate unless such Option to the
                           extent exercisable at death is exercised by the
                           executor or administrator of his estate, within the
                           earlier of six (6) months following Pagano's death or
                           the date of the expiration of the Option.

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         4. Exercise of Option and Issue of Shares.

         (a)               The Option may be exercised in whole or in part (to
                           the extent that it is exercisable in accordance with
                           its terms) by giving written notice to the Company,
                           in the form attached hereto as Exhibit A, together
                           with the tender of the Exercise Price. Such written
                           notice shall be signed by the person exercising the
                           Option, shall state the number of Option Shares with
                           respect to which the Option is being exercised, shall
                           contain any warranty required by Section 5 below and
                           shall otherwise comply with the terms and conditions
                           of this Agreement. The Company shall pay all original
                           issue taxes with respect to the issue of the Option
                           Shares pursuant hereto and all other fees and
                           expenses necessarily incurred by the Company in
                           connection herewith. Except as specifically set forth
                           herein, Pagano acknowledges that any income or other
                           taxes due from him with respect to this Option or the
                           Option Shares issuable pursuant to this Option shall
                           be his responsibility. The holder of this Option
                           shall have rights as a shareholder only with respect
                           to any Option Shares covered by the Option after due
                           exercise of the Option and tender of the full
                           exercise price for the Option Shares being purchased
                           pursuant to such exercise.

         (b)               Notwithstanding anything to the contrary contained in
                           this Section 4, the Option shall be immediately
                           exercisable in full upon the happening, in the
                           determination of the Board of Directors of the
                           Company, of any of the following events:

                           i) the first purchase of shares of Common Stock
                           pursuant to a tender offer or exchange offer (other
                           than an offer by the Company) for all, or any part
                           of, the Common Stock;

                           ii) the approval by the stockholders of the Company
                           of an agreement for a merger in which the Company
                           will not survive as an independent, publicly owned
                           corporation, a consolidation, or a sale, exchange or
                           other disposition of all or substantially all of the
                           Company's assets;

                           iii) with respect to an employee, on the employee's
                           65th birthday; or

                           iv) with respect to an employee, on the employee's
                           involuntary termination from employment for any
                           reason other than discharge for "cause" as defined in
                           the Plan.

         (c)               The Option may be exercised in whole or in part (to
                           the extent that it is exercisable in accordance with
                           its terms) by giving written Notice of Exercise (in
                           the form of Exhibit A annexed hereto) to the Company,
                           together with the tender of the purchase price for
                           the Shares covered by the Option. The Company shall
                           pay all original issue taxes with respect to the
                           issuance of the Shares pursuant hereto and all other
                           fees and expenses necessarily incurred by the Company
                           in connection herewith. Except as specifically set
                           forth herein, Pagano acknowledges that any income or
                           other taxes due from him with respect to this Option
                           or the Shares issuable pursuant to this Option shall
                           be Pagano's responsibility.

         (d)               Notwithstanding anything to the contrary contained in
                           paragraph 4(a), if the sum of (i) the Fair Market
                           Value (as defined in the Plan and as determined at
                           the Grant Date) of the Shares subject to this Option,
                           and (ii) the Fair Market Value (also determined as of
                           the Grant Date) of any other stock of the Company or
                           any parent or subsidiary corporation subject to
                           incentive stock options described in Section 422A of
                           the Internal Revenue Code granted to Pagano prior to
                           the date of the Option is exercisable for the first
                           time during a calendar year in an amount which
                           exceeds $100,000, then this Option will become
                           exercisable, to the extent that the value exceeds
                           $100,000, for the first time on the January 1st of
                           the calendar year immediately following the calendar
                           year during which the right to exercise otherwise
                           commences.

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         5. Purchase for Investment.

         (a)               Unless the offering and sale of the Option Shares to
                           be issued upon the particular exercise of the Option
                           shall have been effectively registered under the
                           Securities Act of 1933, as now in force or hereafter
                           amended, or any successor legislation (the "Act"), or
                           an exemption from such registration is available, the
                           Company shall be under no obligation to issue the
                           Option Shares covered by such exercise unless and
                           until the following conditions have been fulfilled:

                           (i) The person(s) who exercise the Option shall
                           warrant to the Company, at the time of such exercise,
                           that such person(s) are acquiring such Option Shares
                           for his or her own account, for investment and not
                           with a view to, or for sale in connection with, the
                           distribution of any such Option Shares, in which
                           event the person(s) acquiring such Option Shares
                           shall be bound by the provisions of the following
                           legend which shall be endorsed upon the
                           certificate(s) evidencing their Option Shares issued
                           pursuant to such exercise: "The shares represented by
                           this certificate have not been registered under the
                           Securities Act of 1933, as amended (the "Act"). Such
                           shares may not be sold, transferred or otherwise
                           disposed of unless they have first been registered
                           under the Act or, unless, in the opinion of counsel
                           satisfactory to the Company's counsel, such
                           registration is not required."

                           (ii) The Company shall have received an opinion of
                           its counsel that the Option Shares may be issued upon
                           such particular exercise in compliance with the Act
                           without registration thereunder. Without limiting the
                           generality of the foregoing, the Company may delay
                           issuance of the Option Shares until completion of any
                           action or obtaining of any consent, which the Company
                           deems necessary under any applicable law (including
                           without limitation state securities or "blue sky"
                           laws).

         (b)               Pagano acknowledges that he has been informed of the
                           applicable provisions of Rule 144 promulgated under
                           the Act, including, without limitation, its
                           requirements that (i) shares must have been owned and
                           paid for a period of at least one year before sale
                           may occur;

                           (ii) the Company must be at the time of sale and for
                           a specified prior period a reporting company under
                           the Exchange Act of 1934 and current in its filings
                           thereunder;

                           (iii) sale must occur in a customary sale through a
                           broker;

                           (iv) the number of shares which may be sold within
                           any three (3) month period must not exceed the volume
                           limitations contained in the Rule; and

                           (v) prior notice of an intended sale must be fully
                           filed with the Commission in the manner prescribed by
                           law. Pagano realizes that, in the event Rule 144 is
                           not available, registration under the Act or an
                           exemption therefrom will be required for any sale and
                           the Company is not obligated to register any shares
                           or to assist in obtaining an exemption from such
                           registration if such exemption is otherwise
                           available. Accordingly, Pagano understands that, if
                           the terms and conditions of Rule 144 are not fully
                           met, sale of the shares acquired hereby may not be
                           readily possible.

         (c)               Pagano further acknowledges that he has reviewed such
                           information regarding the Company's activities as he
                           deems necessary to satisfy himself regarding the
                           desirability of purchasing the Common Stock pursuant
                           hereto, which information has included, without
                           limitation, copies of the annual reports of the
                           Company on Forms 10-K and 10-K/A for the year ended
                           December 31, 1998 and Forms 10-K for the years ended
                           May 31, 1997 and 1996, as amended, and on Forms 10-Q,
                           as filed with the Securities and Exchange Commission
                           during the fiscal years 1998 and 1997.

         6. Shareholder Rights. Pagano shall have rights as a shareholder only
with respect to any Shares covered by the Option after due exercise of the
Option and tender of the full purchase price for the Option Shares being
purchased pursuant to such exercise.

         7. Adjustments. The Board reserves the right to adjust the number
and/or kind of securities, to the extent applicable, allocated to the Option in
accordance with Paragraph 12 of the Plan. The Board's determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive. No fractional shares of Common Stock shall be issued under the Plan
or any such adjustment.

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         8. Non-Assignability. The Option shall not be transferable by Pagano
otherwise than by will or by the laws of descent and distribution and shall be
exercisable, during Pagano's lifetime, only by Pagano. The Option shall not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
Any attempted transfer, assignment, pledge, hypothecation or other disposition
of the Option or of any rights granted hereunder contrary to the provisions of
this Section 7, or the levy of any attachment or similar process upon the Option
or such right, shall be null and void.

         9. Notices. Any notices required or permitted by the terms of this
Agreement shall be given by registered or certified mail, return receipt
requested, addressed as follows:

To the Company:
Prime Cellular, Inc.
580 Marshall Street Phillipsburg, NJ 08865
Attention: Chief Financial Officer

To Pagano:
Joseph K. Pagano
432 East Cooper Street
Suite 201
Aspen, Colorado 81611

         or to such other address or addresses of which notice in the same
         manner has previously been given. Any such notice shall be deemed to
         have been given three (3) days from mailing when mailed in accordance
         with the foregoing provisions. Either party hereto may change the
         address of which notices shall be given by providing the other party
         hereto with written notice of such change.

         10. Governing Law. This Agreement shall be construed and enforced in
accordance with the law of the State of New Jersey without giving effect to its
conflicts of laws provisions.

         11. Benefit of Agreement. This Agreement shall be for the benefit of
and shall be binding upon the heirs, executors, administrators and successors of
the parties hereto.

         12. Severability. In the event that any term or condition in this
Agreement shall for any reason be held by a court of competent jurisdiction to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other term or condition of this
Agreement, but this Agreement shall be construed as if such invalid or illegal
or unenforceable term or condition had never been contained herein.

         13. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect
to the subject matter hereof and contains all of the covenants and agreements
between the parties with respect thereto. Any modification or termination of
this Agreement will be effective only if it is in writing signed by all of the
parties hereto.

         14. Execution in CounterQarts. This Agreement may be executed by the
parties in one or more counterparts, each of which shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and Pagano has hereunto set his hand,
all as of the day and year first above written.

PRIME CELLULAR, INC.
/s/  FREDRICK B. ROLFF

/s/  JOSEPH K. PAGANO

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                                    EXHIBIT A
                              NOTICE OF EXERCISE OF
          PRIME CELLULAR INC. STOCK OPTION TO PURCHASE COMMON STOCK OF
                               PRIME CELLULAR INC.

Name     ___________________
Address  ___________________
Date     ___________________

Re:
Exercise of Prime Cellulart Inc. Stock Option

Gentlemen:

         Subject to acceptance hereof in writing by Prime Cellulart Inc. (the
         "Company") pursuant to the provisions of the Amended and Restated Stock
         Option Agreement between the Company and the Undersigned the
         Undersigned hereby elects to exercise options granted to the
         Undersigned to purchase _____________ shares of $.01 par value Common
         Stock of the Company (the "Common Stock"). Enclosed is a certified
         check (or bank cashiers check) for $_________ for the full purchase
         price payable to the order of Prime Cellulart Inc.

         As soon as the Stock Certificate is registered in the name of the
         Undersigned please deliver it to the Undersigned at the above address.
         The Undersigned hereby represents, warrants, covenants and agrees with
         the Company as follows:

         (i) The Common Stock being acquired by the Undersigned will be acquired
         for his own account without the participation of any other person with
         the intent of holding the Common Stock for investment and without the
         intent of participating directly or indirectly in a distribution of
         the Common Stock and not with a view tat or for resale in connection
         with any distribution of the Common Stock, nor is the Undersigned
         aware of the existence of any distribution of the Common Stock;

         (ii) The Undersigned is not acquiring the Common Stock based upon any
         representation, oral or written, by any person with respect to the
         future value of, or income from, the Common Stock but rather upon an
         independent examination and judgment as to the prospects of the
         Company;

         (iii) The Common Stock was not offered to the Undersigned by means of
         publicly disseminated advertisements or sales literature, nor is the
         Undersigned aware of any offers made to other persons by such means;

         (iv) The Undersigned is able to bear the economic risks of the
         investment in the Common Stock, including the risk of complete loss of
         the investment of the Undersigned therein;

         (v) The Undersigned understands and agrees that the Common Stock will
         be issued and sold to the undersigned without registration under any
         state law relating to the registration of securities for sale, and will
         be issued and sold in reliance on the exemptions from registration
         under the Securities Act of 1933, as amended ("the 1933 Act"), provided
         by Sections 3(b) and/or 4(2) thereof and the rules and regulations
         promulgated thereunder; The Common Stock cannot be offered for sale,
         sold or transferred by the Undersigned other than pursuant to an
         effective registration under the 1933 Act or in a transaction otherwise
         in compliance with the 1933 Act and evidence satisfactory to the
         Company of the compliance with the applicable securities laws or other
         jurisdictions. The Company shall be entitled to rely upon an opinion of
         counsel satisfactory to it with respect to compliance with the above
         laws; The Company will be under no obligation to register the Common
         Stock or to comply with any exemption available for sale of the Common
         Stock without registration, and the information or conditions necessary
         to permit routine sales of securities of the Company under Rule 144 of
         the 1933 Act are not now available and no assurance has been given that
         it or they will become available. The Company is under no obligation to
         act in any manner so as to make Rule 144 available with respect to the
         Common Stock;

         (vi) The Undersigned has had complete access to and the opportunity to
         review and make copies of all material documents related to the
         business of the Company.

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         (vii) The Undersigned has examined such of these documents as the
         Undersigned wished and is familiar with the business and affairs of the
         Company.

         (viii) The Undersigned realizes that the purchase of the Common Stock
         is a speculative investment and that any possible profit therefrom is
         uncertain;

         (ix) The Undersigned has had the opportunity to ask questions of, and
         receive answers from, the Company and any person acting on its behalf
         and to obtain all material information reasonably available with
         respect to the Company and its affairs. The Undersigned has received
         all information and data with respect to the Company which the
         Undersigned has requested and which the Undersigned has deemed relevant
         in connection with the evaluation of the merits and risks of the
         investment of the Undersigned in the Company;

         (x) The Undersigned has such knowledge and experience in financial and
         business matters that the Undersigned is capable of evaluating the
         merits and risks of the purchase of the Shares hereunder and the
         Undersigned is able to bear the economic risk of such purchase; and

         (xi) The agreements, representations, warranties and covenants made by
         the Undersigned herein extend to and apply to all of the Common Stock
         of the Company issued to the Undersigned pursuant to this Option.
         Acceptance by the Undersigned of the certificate representing such
         Common Stock shall constitute a confirmation by the Optionee that all
         such agreement, representations, warranties and covenants made herein
         shall be true and correct at such time.

         (xii) The Undersigned understands that the certificates representing
         such shares being purchased by the Undersigned in accordance with this
         notice shall bear a legend referring to the foregoing covenants,
         representations and warranties and restrictions on transfer, and the
         Undersigned agrees that a legend to that effect may be placed on any
         certificate which may be issued to the Undersigned as a substitute for
         the certificates being acquired by the Undersigned in accordance with
         this notice.

AGREED TO AND ACCEPTED BY:
PRIME CELLULAR, INC.
By:
Name:
Title:
Number of Shares Exercised:
Number of Shares Remaining:

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