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                                                                   Exhibit 10.89

                            RW ACQUISITION, L.L.C.
                       1010 North Glebe Road, Suite 800
                          Arlington, Virginia  22201


                                                                    June 2, 2000



          Robert J. Galle
          Chief Executive Officer
          Airadigm Communications, Inc.
          PO Box 206
          Little Chute, WI  54140

          Re:  Working Capital Financing

          Dear Bob:

          This letter relates to the Asset Purchase Agreement (the "Agreement"),
          as supplemented, dated June 2, 2000, between Airadigm Communications,
          Inc. ("Airadigm" or "Debtor") and RW Acquisition, L.L.C. ("RW" or the
          "Buyer"), contemplating the acquisition (the "Transaction") of
          substantially all of Airadigm's assets.

          The Agreement provides in Section 2.4 that RW intends to provide, or
          cause its designee to provide, Airadigm with a working capital loan
          (the "Working Capital Loan"). References in this letter to RW may be
          deemed to refer to RW's designee, but RW will remain liable for all
          obligations hereunder. This letter of intent ("Working Capital LOI")
          sets forth our understanding concerning the terms and conditions upon
          which RW will provide the Working Capital Loan, and will serve as the
          basis for the preparation of a definitive agreement.

          The principal terms of our agreement are as follows:

               1.  Amount of Advances. Commencing on the later of June 1, 2000
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          and the date of receipt of any necessary court approval, and
          continuing on the first of each succeeding month until RW's obligation
          to make Advances has terminated pursuant to Section 2 below (the
          "Termination of Advances"), RW will advance to Airadigm the sum of six
          hundred thousand dollars ($600,000) (subject to increase pursuant to
          section 4 of the Construction Management Agreement entered into
          concurrently herewith between Airadigm and
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          Robert J. Galle
          June 6, 2000
          Page 2


          TeleCorp Communications, Inc.) in immediately available funds (the
          "Advances") to be used to meet Airadigm's working capital needs in
          accordance with the budget attached hereto as Exhibit A and made a
          part hereof (the "Budget"). Airadigm shall provide RW with updates of
          the Budget each week during the term of this Agreement. Airadigm shall
          not make expenditures in excess of the amounts set forth in the Budget
          without the prior written consent of RW. To the extent that Airadigm
          proposes working capital requirements in any month in excess of
          $600,000, RW shall have the right to direct where the proceeds of the
          Working Capital Loan shall be applied.

               2.  Termination of Advances. RW shall continue to make Advances
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          until the earlier of (i) the closing of the Transaction, (ii) the
          termination of the Agreement as provided for therein, or (iii)
          delivery by one party to the other of a notice that the advances will
          cease (a "Cessation Notice"). A Cessation Notice may be delivered by
          either party to the other at any time if the FCC denies or dismisses
          the FCC Petition. A Cessation Notice may be delivered by RW to
          Airadigm at any time (i) after four Advances have been made, if the
          FCC has not by the date of such notice granted or denied or dismissed
          the FCC Petition, (ii) if Airadigm terminates the management agreement
          entered into between Airadigm and an affiliate of RW concurrently
          herewith pursuant to section 3(c) thereof, or (iii) if Airadigm makes
          expenditures in excess of the amounts set forth in the Budget without
          the prior written consent of RW.

               3.  Use of Proceeds. The Working Capital Loan proceeds shall be
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          used only to pay ordinary and reasonable working capital requirements,
          consistent with prior practice and in accordance with the Budget.

               4.  Interest Rate. Interest shall accrue on the unpaid principal
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          balance at a rate per annum equal to eleven percent (11%). Interest
          shall be calculated on the basis of actual days elapsed, and shall
          accrue quarterly, commencing on July 3, 2000, and continuing on the
          first business day of each succeeding October, January, April and July
          thereafter.

               5.  Payments. No payments shall be due until maturity. Interest
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          shall be added to the principal amount on the date that it accrues.

               6.  Maturity Date. The principal amount of the Working Capital
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          Loan and accrued but unpaid interest thereon shall be due and payable
          in full on the earlier of: (i) the closing of the Transaction, (ii)
          180 days after the Termination of Advances.
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          Robert J. Galle
          June 6, 2000
          Page 3


               7.  Collateral. The Collateral shall be the same property, assets
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          and interests identified as collateral under the Debtor-in-Possession
          Loan provided by Ericsson to Airadigm (the "Ericsson DIP").

               8.  Lien Priority; Subordination. RW's security interest shall be
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          a lien junior in priority only to the lien created by the Ericsson DIP
          and to the prepetition liens of Ericsson and OEDA; provided, however,
          that Ericsson and OEDA shall agree to subordinate their right of
          payment under the Ericsson DIP in favor of RW for repayment of the
          Working Capital Loan under all circumstances, including but not
          limited to upon liquidation. In addition, pursuant to 11 U.S.C.
          Sections 364(c)(1) and 507(b), the Working Capital Loan shall have
          priority over all other administrative expenses except Chapter 11
          attorney's fees and Chapter 11 employee claims up to an aggregate
          amount equal to $500,000, but including those that may be incurred in
          a subsequent Chapter 7 case; provided, however, that RW's
          superpriority administrative claim hereunder shall be pari passu with
          the superpriority administrative claim created pursuant to the
          Ericsson DIP. RW's Collateral shall be protected against any surcharge
          under 11 U.S.C. Section 506(c), without the express written consent of
          the Buyer.

               9.  Conditions Precedent. RW's provision of the Working Capital
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          Loan shall be subject to the following:

               9.1  Airadigm and RW shall have executed the Agreement.

               9.2  Airadigm and RW shall have executed a definitive Debtor-In-
               Possession Loan Agreement and related documentation that shall
               embody the terms set forth herein and contain customary
               representations, warranties, covenants and conditions such as
               those contained in the Ericsson DIP.

               9.3  The Bankruptcy Court shall have approved the Working Capital
               LOI without material modification and authorized Airadigm to make
               the borrowings contemplated by its terms.

               10. Defaults. In addition to the customary default provisions,
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          the Working Capital Loan shall be in default if Airadigm shall file an
          application for assignment or transfer of control of its business or
          its licenses other than as provided in the Plan or if the Agreement is
          terminated due to a breach by Airadigm.
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          Robert J. Galle
          June 6, 2000
          Page 4


               11.  Governing Law. To the extent the matter set forth in this
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          Working Capital LOI is governed by state law, it shall be governed by
          and shall be construed in accordance with the laws of the State of New
          York, without reference to choice of law provisions thereof. The
          parties hereto submit to the jurisdiction of the Bankruptcy Court in
          which Airadigm's Chapter 11 case is currently pending.

               12.  Letter of intent. Airadigm and RW recognize that Airadigm
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          cannot enter into a binding agreement for Debtor-In-Possession
          financing without Court approval and that this Working Capital LOI and
          the transaction and documentation contemplated by it is subject to and
          contingent on Bankruptcy Court approval. Airadigm and RW covenant and
          agree that they shall use all commercially reasonable efforts to
          obtain court approval of the terms and conditions of this Working
          Capital LOI, making such non-material modifications as the Court may
          require in an effort to preserve the bargain intended to be struck by
          the parties.

               13.  Counterparts. This Working Capital LOI may be executed in
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          any number of counterparts, each of which when so executed and
          delivered shall be an original, but all of which shall together
          constitute one in the same instrument. Facsimile signatures are
          acceptable.

               14.  Notices. Notices shall be given to the same parties as
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          identified in Section 10.3 of the Agreement.

          If the foregoing accurately sets forth our understanding, we request
          that you evidence your approval by signing the copy of this letter and
          returning it to the undersigned.
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          Robert J. Galle
          June 6, 2000
          Page 4


          Sincerely,



          RW ACQUISITION, L.L.C.


          By
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          Its
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          ACCEPTED AND AGREED TO this _____ of May, 2000.


          AIRADIGM COMMUNICATIONS, INC.


          By
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          Its
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