Bal/Rivgam L.L.C.
                                19 Spectacle Lane
                                Wilton, CT 06897



March 25, 1997



Lynch PCS Corporation G
8 Sound Shore Drive
Greenwich, CT 06830

Gentlemen:

         This   will   confirm   the   agreement   between   Bal/Rivgam   L.L.C.
("Bal/Rivgam") and Lynch PCS Corporation G ("LPCG") with respect to Bal/Rivgam's
participation in the Federal  Communication  Commission  ("FCC")'s  auctions for
licenses for wireless personal communications services ("WCS").

1. LPCG Services. LPCG will provide certain services as follows:

         (i) LPCG will be responsible for submitting bids in the WCS auctions on
behalf of Bal/Rivgam, subject to the control and as authorized by Bal/Rivgam;

         (ii) LPCG will be responsible,  in consultation  with  Bal/Rivgam,  for
recommending certain strategies for any WCS licenses won; and

         (iii) LPCG will  provide  such other  ancillary  services  as agreed to
between LPCG and Bal/Rivgam.

2.       Compensation.  In return for LPCG's providing such services, Bal/Rivgam
will

         (a) reimburse LPCG for all  out-of-pocket  expenses incurred by LPCG in
connection  with  providing  such  services  provided  Bal/Rivgam is the winning
bidder on any WCS Licenses; and

         (b) pay LPCG 5% of the Net Profits of  Bal/Rivgam  from time to time as
and when realized.

With  respect to any  capital  contributions  by Rivgam  Communicators,  L.L.C.,
("Rivgam")  or James  Balitsos  ("Balitsos"),  or any  Affiliate  of  Rivgam  or
Balitsos,  to Bal/Rivgam  up to an aggregate  maximum of 25% of the cost (net of
any bidding  credits) of WCS Licenses won by Bal/Rivgam in the WCS auctions (the
"Equity Investment"), there shall be deemed to be, for purposes of computing



<PAGE>

Net Profits,  an interest expense equal to 20% plus the higher of the prime rate
(as set forth in the Wall Street  Journal)  or 7% (reset  annually on each April
4), compounded annually.  Interest,  commitment fees and other payments on loans
by Rivgam to Bal/Rivgam  (the "Rivgam Loan") pursuant to the Loan Agreement (the
"Rivgam Loan Agreement")  dated as of April 4, 1997, shall be deemed to be costs
at the rates stated  therein in computing Net Profits,  but the special fee (the
"Special  Fee")  provided  for in Section  2.01(e) of the Rivgam Loan  Agreement
shall not be deemed to be a cost for  purposes of  computing  Net  Profits.  Net
Profits  shall  mean and shall be deemed to be  realized  at the time of (i) any
profits received by Bal/Rivgam from the sale, directly or directly,  of all or a
substantial  portion of the assets of  Bal/Rivgam  (assuming  the payment of the
principal  and  deemed  interest  expense on the  Equity  Investment),  (ii) any
payments or  distributions  by Bal/Rivgam,  including  loans,  to the members of
Bal/Rivgam  or their  Affiliates  (other than  payments of principal  and deemed
interest  expense on the Equity  Investment,  payments  (other  than the Special
Payment)  pursuant to the Rivgam Loan  Agreement  and  payments  pursuant to the
Expenses Agreement referred to in the Rivgam Loan Agreement), (iii) the proceeds
from  any  sale,   directly  or  indirectly,   including  a  merger  or  similar
transaction, by any members of Bal/Rivgam of any of their interest in Bal/Rivgam
and/or (iv) the proceeds from any sale or transfer of any interest in any member
of Bal/Rivgam,  whether by an existing shareholder or an Affiliate,  to a person
that is not an  Affiliate of  Bal/Rivgam.  The term  "Affiliate"  shall have the
meaning in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Any
recipient of any  distributions  or proceeds from sale shall be responsible,  in
addition to  Bal/Rivgam,  for the  payment of any  amounts due under  clause (b)
above.

3.       Other.

         (a)  The  agreement  shall  be  binding  on  any  successors  to  LPCG,
Bal/Rivgam and any members of Bal/Rivgam.

         (b) Bal/Rivgam shall not conduct any business other than WCS.

         (c) This Agreement  shall be construed in accordance  with the internal
law of the State of Connecticut (without reference to choice of law provisions).

         (d) Any dispute  hereunder  shall be subject to arbitration in New York
City or  Stamford,  Connecticut,  in  accordance  with the rules of the American
Arbitration Association.




                                       -2-

<PAGE>


         IN WITNESS  WHEREOF,  the parties have duly executed and delivered this
Letter Agreement as of July 31, 1996.

LYNCH PCS CORPORATION G                              BAL/RIVGAM L.L.C.


By:      /s/ Robert E. Dolan                         /s/ James Balitsos
         -------------------                         -------------------------
         Robert E. Dolan                             James Balitsos
         President                                   Managing Director

                  AGREED TO:                         RIVGAM COMMUNICATORS, INC.
                                                     A member of Bal/Rivgam


                                                     By: /s/ illegible
                                                         ----------------------


                                                     /s/ James Balitsos
                                                     ---------------------------
                                                     James Balitsos
                                                     A member of Bal/Rivgam





                                       -3-