CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have Been Redacted Are Marked
With Brackets ("[***]"). The Omitted Material Has Been Filed Separately With The
Securities and Exchange Commission.

                        SPRINT PCS MANAGEMENT AGREEMENT


     This SPRINT PCS MANAGEMENT AGREEMENT is made as of ________, between Sprint
Spectrum  L.P.,  a  Delaware  limited  partnership,  SprintCom,  Inc.,  a Kansas
corporation,  WirelessCo,  L.P.,  a  Delaware  limited  partnership,  and Bright
Personal  Communications  Services,  LLC, an Ohio limited liability company (but
not any Related Party)  ("Manager").  The definitions for this agreement are set
forth on the "Schedule of Definitions".

                                    RECITALS

     A. Sprint Spectrum L.P., a Delaware limited partnership,  WirelessCo, L.P.,
a Delaware limited partnership,  SprintCom, Inc., a Kansas corporation, American
PCS Communications,  LLC, a Delaware limited liability company,  APC PCS, LLC, a
Delaware  limited  liability  company,  PhillieCo  Partners I, L.P.,  a Delaware
limited  partnership,  PhillieCo,  L.P.,  a Delaware  limited  partnership,  Cox
Communications PCS, L.P., a Delaware limited  partnership,  and Cox PCS License,
L.L.C., a Delaware limited  liability  company,  hold and exercise,  directly or
indirectly, control over licenses to operate wireless services networks.

     B. The entity or entities  named in Recital A that execute  this  agreement
hold,  directly or  indirectly,  the  Licenses for the areas  identified  on the
Service  Area Exhibit and are  referred to in this  agreement  as "Sprint  PCS."
Because this  agreement  addresses  the rights and  obligations  of each license
holder with respect to each of its Licenses, each reference in this agreement to
"Sprint PCS" refers to the entity that owns, directly or indirectly, the License
referred to in that particular  instance or application of the provision of this
agreement.  If Sprint  Spectrum  does not own the  License,  it will  provide on
behalf of Sprint PCS most or all of the services  required  under this agreement
to be provided by Sprint PCS.

     C. The Sprint PCS business was established to use the Sprint PCS Network, a
nationwide  wireless services network,  to offer seamless,  integrated voice and
data  services  using  wireless  technology.  The Sprint PCS Network  offers the
services to customers under the Brands.

     D.  This  agreement,  therefore,  includes  provisions  defining  Manager's
obligations with respect to:

     o    The design, construction and management of the Service Area Network;

     o    Offering and promoting products and services  designated by Sprint PCS
          as the Sprint PCS Products and Services of the Sprint PCS Network;

     o    Adherence to Program Requirements  established by Sprint PCS to ensure
          seamless  interoperability  throughout  the  Sprint  PCS  Network  and
          uniform and consistent quality of product and service offerings;

     o    Adherence to Customer  Service  Program  Requirements  established  by
          Sprint  PCS to  ensure  consistency  in  interactions  with  customers
          (including billing, customer care. etc.); and

     o    Adherence to Program Requirements relating to the marketing, promotion
          and distribution of Sprint PCS Products and Services.



                                       1
<PAGE>

     E. The Sprint PCS Network is expanding  with the  assistance  of "managers"
(companies  such as Manager that manage  Service Area Networks that offer Sprint
PCS  Products  and  Services  under a license  owned by Sprint PCS or one of the
entities  named in Recital A) and  "affiliates"  (companies  that manage Service
Area Networks that offer Sprint PCS Products and Services  under a license owned
by the affiliate).

     F. Manager wishes to enter into this agreement to help construct,  operate,
manage and  maintain  for Sprint PCS a portion of the Sprint PCS  Network in the
Service Area.  Sprint PCS has determined  that  permitting,  Manager to manage a
portion of the Sprint PCS Network in accordance with the terms of this agreement
will facilitate Sprint PCS' expansion of fully digital,  wireless coverage under
the License and will enhance the wireless service for customers of Sprint PCS.

     G. All  managers  of a portion of the  business  of Sprint  PCS,  including
Manager,  must  construct  facilities  and operate in  accordance  with  Program
Requirements  established  by Sprint PCS with respect to certain  aspects of the
development and offering of wireless  products and services and the presentation
of the products and services to  customers,  to establish and operate the Sprint
PCS  Network  successfully  by  providing  seamless,  integrated  voice and data
services, using wireless technology.

                                    AGREEMENT

     In  consideration  of the  recitals  and mutual  covenants  and  agreements
contained in this agreement,  the sufficiency of which are hereby  acknowledged,
the parties, intending to be bound, agree as follows:

                                   1. MANAGER
                                   ----------

     1.1 HIRING OF MANAGER. Sprint PCS hires Manager:

          (a) to construct  and manage the Service  Area  Network in  compliance
     with the License and in accordance with the terms of this agreement;

          (b) to distribute continuously during the Term the Sprint PCS Products
     and Services and to establish distribution channels in the Service Area;

          (c) to conduct  continually  during the Term advertising and promotion
     activities in the Service Area  (including  mutual  decisions to "go dark",
     with  respect to  advertising  and  promotion  activities,  for  reasonable
     periods of time); and

          (d) to manage that portion of the customer base of Sprint PCS that has
     the NPA-NXXs assigned to the Service Area Network.

     Sprint PCS has the right to  unfettered  access to the Service Area Network
to be constructed by Manager under this agreement. The fee to be paid to Manager
by Sprint PCS under  Section  10 is for all  obligations  of Manager  under this
agreement.



                                       2
<PAGE>

     1.2 PROGRAM  REQUIREMENTS.  Manager must adhere to the Program Requirements
established  by Sprint PCS and as modified from time to time, to ensure  uniform
and consistent  operation of all wireless  systems within the Sprint PCS Network
and to present the Sprint PCS  Products  and  Services to customers in a uniform
and consistent manner under the Brands.

     1.3 VENDOR  PURCHASE  AGREEMENTS.  Manager may  participate  in  discounted
volume-based  pricing  on  wireless-related  products  and  services  and in the
warranties Sprint PCS receives from its vendors,  as is commercially  reasonable
and  to  the  extent  permitted  by  applicable  procurement  agreements  (e.g.,
agreements related to network  infrastructure  equipment,  subscriber equipment,
interconnection,  and collocation).  Sprint PCS will use commercially reasonable
efforts to obtain for managers the same price Sprint PCS receives  from vendors;
this does not prohibit Sprint PCS from entering into procurement agreements that
do not provide managers with the Sprint PCS prices.

     Manager must purchase subscriber and infrastructure equipment from a Sprint
PCS approved list of products,  which will include a selection from a variety of
manufacturers.  Where required,  the products must include proprietary  software
developed by the manufacturers for Sprint PCS or by Sprint PCS to allow seamless
interoperability in the Sprint PCS Network. Sprint PCS or the vendor may require
Manager  to execute a  separate  license  agreement  for the  software  prior to
Manager's use of the software.

     Manager may only make purchases under this Section 1.3 for items to be used
exclusively  in the Service Area (e.g.,  Manager may not purchase  base stations
under a Sprint PCS contract for use in a system not affiliated with Sprint PCS).

     1.4  INTERCONNECTION.  If Manager  desires to interconnect a portion of the
Service Area Network with another carrier and Sprint PCS can  interconnect  with
that carrier at a lower rate, then to the extent  permitted by applicable  laws,
tariffs and contracts,  Sprint PCS may arrange for the interconnection under its
agreements  with  the  carrier  and if it does  so,  Sprint  PCS  will  bill the
interconnection fees to Manager.

     1.5 SEAMLESSNESS.  Manager will design and operate its systems,  platforms,
products  and services in the Service Area and the Service Area Network so as to
seamlessly interface them into the Sprint PCS Network.

     1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to generate
mutually  acceptable  forecasts of important  business metrics including traffic
volumes,  handset sales,  subscribers and Collected  Revenues for the Sprint PCS
Products and Services.  The forecasts are for planning  purposes only and do not
constitute Manager's obligation to meet the quantities forecast.

     1.7 FINANCING.  The  construction and operation of the Service Area Network
requires a  substantial  financial  commitment  by Manager.  The manner in which
Manager will  finance the  build-out of the Service Area Network and provide the
necessary  working  capital to operate the  business is  described  in detail on
Exhibit  1.7.  Manager  will allow Sprint PCS an  opportunity  to review  before
filing any  registration  statement or prospectus or any amendment or supplement
thereto before  distributing any offering  memorandum or amendment or supplement


                                       3
<PAGE>

thereto,  and agrees not to file or  distribute  any such document if Sprint PCS
reasonably  objects in writing on a timely  basis to any portion of the document
that refers to Sprint PCS, its Related  Parties,  their  respective  businesses.
this agreement or the Services Agreement.

     1.8  ETHICAL  CONDUCT AND RELATED  COVENANTS.  Each party must  perform its
obli2ations under this agreement in a diligent, legal, ethical, and professional
manner.

                             2. BUILD-OUT OF NETWORK
                             -----------------------

     2.1 BUILD-OUT PLAN.  Manager will build-out the Service Area Network in the
Service Area in accordance  with a Build-out  Plan.  Sprint PCS and Manager will
jointly develop each Build-out Plan,  except the initial  Build-out Plan and any
modifications,  additions or expansions of the Build-out Plan will be subject to
prior  written  approval  by Sprint PCS.  Manager  will report to Sprint PCS its
performance  regarding the critical milestones included in the Build-out Plan on
a periodic basis as mutually  agreed to by the parties,  but no less  frequently
than  quarterly.  The Build-out  Plan and the Service Area Network as built must
comply  with Sprint PCS Program  Requirements  and federal and local  regulatory
requirements.

     Sprint PCS  approves  the  Build-out  Plan in effect as of the date of this
agreement,  which Build-out Plan is attached as Exhibit 2.1. Each new or amended
Build-out Plan will also become part of Exhibit 2.1.

     2.2 COMPLIANCE WITH REGULATORY RULES.  During, the build-out of the Service
Area Network,  Sprint PCS authorizes Manager to make all filings with regulatory
authorities regarding the build-out, including filings with the Federal Aviation
Administration, environmental authorities, and historical districts. Manager may
further delegate its duty under this Section 2.2 to a qualified site acquisition
company. Manager must ensure that a copy of every filing is given to Sprint PCS.
Manager  must  ensure that Sprint PCS is notified in writing of any contact by a
regulatory  agency  including the FCC with Manager or Manager's site acquisition
company regarding any filing. Sprint PCS has the right to direct any proceeding,
inquiry,  dispute,  appeal  or other  activity  with a  regulatory  or  judicial
authority regarding any filing made on behalf of Sprint PCS. Manager will amend,
modify, withdraw, refile and otherwise change any filing as Sprint PCS requires.
Notwithstanding  the preceding sentences in this Section 2.2, and in conjunction
with  Section  16,  Sprint PCS is solely  responsible  for  making,  any and all
filings with the FCC regarding the build-out.  Manager will notify Sprint PCS of
any activity,  event or condition related to the build-out that might require an
FCC filing.

     2.3 EXCLUSIVITY OF SERVICE AREA.  Manager will be the only person or entity
that is a manager or operator  for Sprint PCS with  respect to the Service  Area
and neither Sprint PCS nor any of its Related Parties will own,  operate,  build
or manage another wireless mobility  communications  network in the Service Area
so long as this agreement remains in full force and effect and there is no Event
of Termination  that has occurred  giving Sprint PCS the right to terminate this
agreement, except that:

          (a) Sprint PCS may cause  Sprint PCS  Products and Services to be sold
     in the  Service  Area  through  the Sprint PCS  National  Accounts  Program
     Requirements  and Sprint PCS  National  or  Regional  Distribution  Program
     Requirements;



                                       4
<PAGE>

          (b) A  reseller  of Sprint  PCS  Products  and  Services  may sell its
     products  and  services in the  Service  Area so long as such resale is not
     contrary to the terms and conditions of this agreement; and

          (c) Sprint PCS and its Related  Parties  may engage in the  activities
     described  in  Sections  2.4(a) and 2.4(b) with  Manager in the  geographic
     areas  within the  Service  Area in which  Sprint PCS or any of its Related
     Parties owns an  incumbent  local  exchange  carrier as of the date of this
     agreement.

     2.4  RESTRICTION.  In  geographic  areas  within the Service  Area in which
Sprint  PCS or any of its  Related  Parties  owns an  incumbent  local  exchange
carrier as of the date of this agreement,  Manager must not offer any Sprint PCS
Products or Services  specifically  designed for the competitive  local exchange
market ("fixed wireless local loop"), except that:

          (a) Manager may designate the local exchange carrier that is a Related
     Party of Sprint PCS to be the exclusive  distributor  of the fixed wireless
     local loop product in the territory  served by the local exchange  carrier,
     even if a portion of its territory is within the Service Area; or

          (b) Manager may sell the fixed  wireless  local loop product under the
     terms and conditions specified by Sprint PCS (e.g.,  including  designation
     by Sprint PCS of an exclusive distribution agent for the territory).

This  restriction  exists with respect to a particular  geographic  area only so
long as Sprint PCS or its  Related  Party  owns such  incumbent  local  exchange
carrier.

     Nothing in this  Section 2.4  prohibits  Manager from  offering  Sprint PCS
Products  and  Services  primarily  designed  for  mobile   functionality.   The
restricted  markets as of the date of this agreement are set forth on Exhibit 2.

     2.5 COVERAGE  ENHANCEMENT.  Sprint PCS and Manager agree that maintaining a
high standard of customer satisfaction  regarding network capacity and footprint
is a required element of the manager and affiliate programs.  Sprint PCS intends
to expand network coverage to build all cells that cover at least 5,000 pops and
all  interstate and major highways in the areas not operated by Manager or Other
Managers. Accordingly, Manager agrees to build-out New Coverage when directed by
Sprint PCS as set forth in this  Section  2.5.  Sprint PCS agrees not to require
any New Coverage build-out during the first two years of this Agreement, nor any
New Coverage that exceeds the capacity and footprint  parameters that Sprint PCS
has adopted for all of its comparable markets.

     Sprint PCS will give to Manager a written notice of any New Coverage within
the Service Area that Sprint PCS decides  should be built-out.  Such notice will
include an analysis  completed by Sprint PCS  demonstrating  that such  required
build-out should be economically  advantageous to Manager. Such analysis will be
generated  in  good  faith  and  will  be  based  on  then-currently   available
information, however Sprint PCS makes no warranties or representations regarding
the accuracy of, nor will Sprint PCS be bound by, or guarantee  the accuracy of,
such  analysis.  Manager must confirm to Sprint PCS within 90 days after receipt
of the notice that Manager will build-out the New Coverage and deliver to Sprint


                                       5
<PAGE>

PCS with such confirmation  Manager's  proposed  amendment to the Build-out Plan
and a  description  of the  manner  and  timing  in which it will  finance  such
build-out.

     If Manager confirms,  within such 90-day period, its intention to build-out
the New  Coverage,  then  Manager  and Sprint PCS will  diligently  finalize  an
amendment  to the  Build-out  Plan and proceed as set forth in Sections  2.1 and
2.2. The amended  Build-out Plan will contain  critical  milestones that provide
Manager a commercially reasonable period in which to construct and implement the
New Coverage. In determining what constitutes a "commercially reasonable period"
as used in this paragraph, the parties will consider several factors,  including
local  zoning  processes  and  other  legal  requirements,  weather  conditions,
equipment  delivery  schedules,  the need to arrange additional  financing,  and
other  construction  already in progress by Manager.  Manager will construct and
operate the New Coverage in accordance with the terms of this Agreement, and the
New  Coverage  will be included in the Service Area Network for purposes of this
agreement.

     If Manager fails to confirm,  within such 90-day  period,  its intention to
build-out the New Coverage,  declines to complete  such  build-out,  or fails to
complete such build-out in accordance  with the amended  Build-out Plan, then an
Event of  Termination  will be deemed to have  occurred  under  Section  11.3.3,
Manager will not have a right to cure such  breach,  and Sprint PCS may exercise
its rights and remedies under Section 11.2.2.1.

     Notwithstanding the preceding  paragraphs in this Section 2.5, the capacity
and footprint  parameters  contained in the amended  Build-out  Plan will not be
required to exceed the  parameters  adopted by Sprint PCS in building out all of
its  comparable  service areas,  unless such build-out  relates to an obligation
regarding the Service Area Network  mandated by law. When  necessary for reasons
related to new technical standards,  new equipment or strategic reasons,  Sprint
PCS can require Manager to build-out the New Coverage  concurrently  with Sprint
PCS'  build-out,  in which case Sprint PCS will reimburse  Manager for its costs
and expenses if Sprint PCS discontinues its related build-out.

     If Sprint PCS requires build-out of New Coverage that will:

          (a) cause the Manager to spend an additional  amount  greater than 5 %
     of  Manager's  shareholder's  equity  or  capital  account  plus  Manager's
     long-term  debt  (i.e.,  notes that mature more than one year from the date
     issued), as reflected on Manager's books; or

          (b) cause the  long-term  operating  expenses of Manager on a per unit
     basis  using a 10-year  time  frame to  increase  by more than 10% on a net
     present value basis,

then  Manager  may give  Sprint PCS a written  notice  requesting  Sprint PCS to
reconsider the required New Coverage.

     The  Sprint  PCS Vice  President  or the  designee  of the Sprint PCS Chief
Officer in charge of the group that  manages  the Sprint PCS  relationship  with
Manager will review  Manager's  request and render a decision  regarding the New
Coverage.  If after the review and  decision by the Vice  President or designee,
Manager is still  dissatisfied,  then Manager may ask that the Chief  Officer to
whom the Vice  President or designee  reports  review the matter.  If Sprint PCS


                                       6
<PAGE>

still  requires  Manager  to  complete  the New  Coverage  following  the  Chief
Officer's  review,  then if  Manager  and Sprint PCS fail to agree to an amended
Build-out Plan within 15 days after  completion of the  reconsideration  process
described  above in this paragraph or the end of the 90-day period  described in
the second paragraph of this Section 2.5,  whichever occurs first, then an Event
of  Termination  will be deemed to have occurred under Section  11-3.3,  Manager
will not have a right to cure such  breach,  and  Sprint  PCS may  exercise  its
rights and remedies under Section 11.2.2.1.

     2.6 PURCHASE OF ASSETS BY MANAGER.  If Sprint PCS has assets located in the
Service  Area that  Manager  could  reasonably  use in its  construction  of the
Service  Area  Network  and if Sprint PCS is willing to sell such  assets,  then
Manager  agrees to  purchase  from  Sprint  PCS and Sprint PCS agrees to sell to
Manager  the assets in  accordance  with the terms and  conditions  of the asset
purchase agreement attached as Exhibit 2.7.

     2.7 MICROWAVE  RELOCATION.  Sprint PCS will relocate interfering  microwave
sources in the  spectrum in the Service  Area to the extent  necessary to permit
the Service Area Network to carry the anticipated  call volume as set out in the
Build-out  Plan. If the spectrum  cleared is not  sufficient to carry the actual
call volume then Sprint PCS will clear  additional  spectrum of its  choosing to
accommodate the call volume. Sprint PCS may choose to clear spectrum one carrier
at a time.  The parties will share  equally all costs  associated  with clearing
spectrum under this Section 2.7.

     2.8 DETERMINATION OF POPS. If any provision in this agreement  requires the
determination  of pops in a given area,  then the pops will be determined  using
the census  block  group pop  forecast  then used by Sprint  PCS,  except that a
different  forecast  will  be  used  for any FCC  filing  and in  preparing  the
Build-out Plan if required by the FCC. Sprint PCS presently uses the forecast of
Equifax/NDS,  but it may choose in its sole  discretion  to use another  service
that provides comparable data.

                     3. PRODUCTS AND SERVICES; IXC SERVICES
                     --------------------------------------

     3.1 SPRINT PCS PRODUCTS AND SERVICES.  Manager must offer for sale, promote
and support all Sprint PCS Products and Services within the Service Area, unless
the  parties  otherwise  agree in advance in writing.  Within the Service  Area,
Manager may only sell,  promote and support wireless  products and services that
are  Sprint  PCS  Products  and  Services  or are other  products  and  services
authorized  under  Section  3.2.  The Sprint PCS Products and Services as of the
date of this  agreement  are attached as Exhibit 3.1.  Sprint PCS may modify the
Sprint PCS  Products and Services  from time to time in its sole  discretion  by
delivering  to  Manager  a new  Exhibit  3.1.  If  Sprint  PCS  begins  offering
nationally  a Sprint  PCS  Product  or  Service  that is a  Manger's  Product or
Service,  such Manager's  Product or Service will become a Sprint PCS Product or
Service under this agreement.

     3.2 OTHER PRODUCTS AND SERVICES.  Manager may offer  wireless  products and
services  that are not Sprint PCS Products and  Services,  on the terms  Manager
determines, if the offer of the additional products and services:

          (a) does not violate the obligations of Manager under this agreement;



                                       7
<PAGE>

          (b) does not cause  distribution  channel  conflict  with or  consumer
     confusion  regarding Sprint PCS' regional and national  offerings of Sprint
     PCS Products and Services;

          (c) complies with the Trademark License Agreements; and

          (d) does not  materially  impede  the  development  of the  Sprint PCS
     Network.

     Manager will not offer any products or services under this Section 3.2 that
are  confusingly  similar to Sprint PCS  Products  and  Services.  Manager  must
request  that Sprint PCS  determine  whether  Sprint PCS  considers a product or
service to be  confusingly  similar to any Sprint PCS  Products  and Services by
providing advance written notice to Sprint PCS that describes those products and
services  that  could be  interpreted  to be  confusingly  similar to Sprint PCS
Products  and  Services.  If Sprint PCS fails to  provide a response  to Manager
within 30 days after  receiving  the notice,  then the products and services are
deemed to create  confusion  with the Sprint PCS  Products  and Services and the
request therefore rejected. In rejecting any request Sprint PCS must provide the
reasons for the  rejection.  If the rejection is based on Sprint PCS' failure to
respond  within 30 days and  Manager  requests  an  explanation  for the  deemed
rejection,  then  Sprint PCS must  provide  within 30 days the  reasons  for the
rejection.

     3.3  CROSS-SELLING  WITH SPRINT.  Manager and Sprint and  Sprint's  Related
Parties may enter into  arrangements to sell Sprint's  services,  including long
distance service (except those long distance  services governed by Section 3.4),
Internet access, customer premise equipment,  prepaid phone cards, and any other
services that Sprint or its Related  Parties make  available  from time to time.
Sprint's services may be packaged with the Sprint PCS Products and Services.

     If Manager chooses to resell the long distance services, Internet access or
competitive  local telephone  services  including  prepaid phone cards, of third
parties (other than  Manager's  Related  Parties),  Manager will give Sprint the
right of last offer to provide those  services on the same terms and  conditions
as the offer to which Manager is prepared to agree,  subject to the terms of any
existing agreements Manager was subject to prior to execution of this agreement.

     If Sprint  sells  Sprint PCS  Products  and  Services in the Service  Area,
Manager will provide such Sprint PCS Products and Services to such  customers in
accordance  with the terms and conditions of the Sprint PCS National or Regional
Distribution Program Requirements.

     3.4 IXC SERVICES. Manager must purchase from Sprint long distance telephony
services  for the Sprint PCS Products  and  Services at  wholesale  rates.  Long
distance  telephone calls are those calls between the local calling area for the
Service Area Network and areas outside the local calling area. The local calling
area will be  defined by mutual  agreement  of Sprint  PCS and  Manager.  If the
parties  cannot agree on the extent of the local  calling area they will resolve
the matter through the dispute resolution process in Section 14. Any arrangement
must have terms at least as favorable  to Manager (in all material  respects) as
those  offered  by  Sprint to any  wholesale  customer  of Sprint in  comparable
circumstances  (taking into consideration  volume,  traffic patterns,  etc.). If


                                       8
<PAGE>

Manager is bound by an agreement  for these  services and the  agreement was not
made in anticipation of this  agreement,  then the  requirements of this Section
3.4 do not apply during the term of the other agreement.  If the other agreement
terminates for any reason then the requirements of this Section 3.4 do apply.

     3.5 RESALE OF PRODUCTS AND SERVICES

          3.5.1 MANDATORY RESALE OF PRODUCTS AND SERVICES. Sprint PCS is subject
to FCC  rules  that  require  it to allow  its  service  plans to be resold by a
purchaser  of the service  plan.  Sprint PCS will not grant the  purchaser  of a
service plan the right to use any of the support services offered by Sprint PCS,
including customer care, billing,  collection, and advertising, nor the right to
use the Brands.  The reseller  only has the right to use the service  purchased.
Consequently,  Manager  agrees not to interfere with any purchaser of the Sprint
PCS Products or Services who resells the service plans in  accordance  with this
agreement and applicable law.  Manager will notify  purchaser that the purchaser
does not have a right to use the  Brands or Sprint  PCS'  support  services.  In
addition, Manager will notify Sprint PCS if it reasonably believes a reseller of
retail service plans is using the support services or Brands.

          3.5.2 VOLUNTARY RESALE OF PRODUCTS AND SERVICES. Sprint PCS may choose
to offer a resale product under which  resellers will resell Sprint PCS Products
and  Services  under brand names  other than the Brands,  except  Sprint PCS may
permit  the  resellers  to use the Brands for  limited  purposes  related to the
resale of Sprint PCS  Products  and Services  (e.g.,  to notify  people that the
handsets of the resellers will operate on the Sprint PCS Network). The resellers
may also provide their own support services (e.g., customer care and billing) or
may purchase the support services from Sprint PCS.

          If Sprint PCS chooses to offer a  voluntary  resale  product,  it will
adopt a program that will be a Program Requirement under this agreement and that
addresses  the manner in which  Manager  and Other  Managers  interact  with the
resellers. Manager must agree to comply with the terms of the program, including
its pricing  provisions,  if Manager wants  handsets of subscribers of resellers
with NPA-NXXs of Manager to be activated.  Usage of telecommunications  services
while in the Service Area by subscribers of resellers with NPA-NXXs from outside
the  Service  Area will be subject to the pricing  provisions  of the Sprint PCS
Roaming and Inter  Service  Area  Program for  roaming  and inter  service  area
pricing  between  Manager  and Sprint PCS  unless  Manager  agrees in writing to
different pricing.

          Except  as  required  under  the  regulations  and  rules   concerning
mandatory  resale,  Manager may not sell Sprint PCS  Products  and  Services for
resale unless Sprint PCS consents to such sales in advance in writing.

     3.6  NON-COMPETITION.  Neither  Manager nor any of its Related  Parties may
offer Sprint PCS  Products and Services  outside of the Service Area without the
prior written approval of Sprint PCS.

     Within the Service Area,  Manager and Manager's  Related Parties may offer,
market  or  promote  telecommunications  products  or  services  only  under the
following brands:

          (a) products or services with the Brands;

          (b) other products and services approved under Section 3.2;



                                       9
<PAGE>

          (c) products or services with Manager's brand; or

          (d) products or services with the brands of Manager's Related Parties,

except no brand of a significant competitor of Sprint PCS or its Related Parties
in the  telecommunications  business may be used by Manager or Manager's Related
Parties on these products and services.

     If Manager or any of its Related Parties has licenses to provide  broadband
personal  communication  services outside the Service Area,  neither Manager nor
such  Related  Party may utilize the  spectrum to offer  Sprint PCS Products and
Services  without  prior  written  consent from Sprint PCS.  Additionally,  when
Manager's  customers  from  inside  the  Service  Area  travel  or roam to other
geographic  areas,  Manager will route the customers'  calls,  both incoming and
outgoing,  according  to the Sprint PCS Network  Roaming and Inter  Service Area
Program  Requirements,  without  regard to any  wireless  networks  operated  by
Manager or its Related Parties. For example,  Manager will program the preferred
roaming  list for  handsets  sold in the  Service  Area to match the  Sprint PCS
preferred roaming list.

     3.7 RIGHT OF LAST OFFER.  Manager will offer to Sprint the right to make to
Manager  the last offer to provide  backhaul  and  transport  services  for call
transport for the Service Area Network,  if Manager decides to use third parties
for backhaul and transport services rather than  self-provisioning  the services
or purchasing the services from Related  Parties of Manager.  Sprint will have a
reasonable  time to  respond  to  Manager's  request  for last  offer to provide
backhaul and  transport  pricing and  services,  which will be no greater than 5
Business  Days after  receipt of the request for the  services  and pricing from
Manager.

     If Manager has an agreement in effect as of the date of this  agreement for
these services and the agreement was not made in anticipation of this agreement,
then the  requirements  of this  Section 3.7 do not apply during the term of the
other  agreement.  If the other  agreement  terminates  for any reason  then the
requirements of this Section 3.7 do apply.

                        4. MARKETING AND SALES ACTIVITIES
                        ---------------------------------

     4.1 SPRINT PCS  NATIONAL OR  REGIONAL  DISTRIBUTION  PROGRAM  REQUIREMENTS.
During the term of this  agreement,  Manager must  participate in any Sprint PCS
National or Regional  Distribution Program (as in effect from time to time), and
will pay or receive  compensation  for its  participation in accordance with the
terms and  conditions  of that  program.  The Sprint PCS  National  or  Regional
Distribution Program Requirements in effect as of the date of this agreement are
attached as Exhibit 4.1.

          4.1.1 TERRITORIAL  LIMITATIONS ON MANAGER'S  DISTRIBUTION  ACTIVITIES.
Neither Manager nor any of its Related  Parties will market,  sell or distribute
Sprint PCS Products and Services outside of the Service Area, except:

          (a) as otherwise agreed upon by the parties in advance in writing; or



                                       10
<PAGE>

          (b)  Manager  may place  advertising  in media  that has  distribution
     outside of the Service  Area,  so long as that  advertising  is intended by
     Manager to reach primarily potential customers within the Service Area.

          4.1.2  SETTLEMENT  OF  EQUIPMENT  SALES.  Sprint PCS will  establish a
settlement  policy and process  that will be included in the Sprint PCS National
or Regional Distribution Program Requirements to:

          (a) reconcile sales of subscriber  equipment made in the service areas
     of Sprint PCS or Other  Managers of Sprint PCS, that result in  activations
     in the Service Area; and

          (b) reconcile  sales of subscriber  equipment made in the Service Area
     that  result  in  activations  in  service  areas  of  Sprint  PCS or Other
     Managers.

         In general,  the policy will  provide  that the party in whose  service
area the subscriber  equipment is activated will be responsible  for the payment
of any subsidy (i.e., the difference  between the price paid to the manufacturer
and the suggested retail price for direct channels or the difference between the
price  paid  to the  manufacturer  and  the  wholesale  price  for  third  party
retailers) and for other costs  associated with the sale,  including  logistics,
inventory  carrying  costs,   direct  channel  commissions  and  other  retailer
compensation.

          4.1.3 USE OF THIRD-PARTY DISTRIBUTORS.

          (a) Manager may request that Sprint PCS and a local  distributor enter
     into Sprint PCS'  standard  distribution  agreement  regarding the purchase
     from  Sprint  PCS  of  handsets  and  accessories.   Sprint  PCS  will  use
     commercially   reasonable   efforts  to  reach  agreement  with  the  local
     distributor.  Sprint PCS may refuse to enter into a distribution  agreement
     with  a  distributor  for  any  reasonable   reason,   including  that  the
     distributor  fails to pass Sprint PCS' then current  credit and  background
     checks  or the  distributor  fails to agree  to the  standard  terms of the
     Sprint PCS distribution agreement. Any local distributor will be subject to
     the terms of the Trademark License Agreements or their equivalent.  Manager
     will  report to Sprint PCS the  activities  of any local  distributor  that
     Manager believes to be in violation of the distribution agreement.

          (b)  Manager  may  establish  direct  local  distribution  programs in
     accordance  with the Sprint PCS National or Regional  Distribution  Program
     Requirements,  subject to the terms and conditions of the Trademark License
     Agreements and the non-competition  and other provisions  contained in this
     agreement. If Manager sells Sprint PCS handsets and accessories directly to
     a local distributor:

               (i)  Sprint  PCS  has  the  right  to  approve  or  disapprove  a
          particular distributor,

               (ii) Manager is  responsible  for such  distributor's  compliance
          with the  terms of the  Trademark  License  Agreements  and the  other
          provisions contained in this agreement, and



                                       11
<PAGE>

               (iii) Manager must retain the right to terminate the distribution
          rights of the local distributor when so instructed by Sprint PCS (even
          if Sprint PCS  initially  approved  or did not  exercise  its right to
          review the distributor).

     4.2 SPRINT PCS NATIONAL ACCOUNTS PROGRAM  REQUIREMENTS.  During the term of
this  agreement,  Manager must  participate in the Sprint PCS National  Accounts
Program (as in effect from time to time),  and will be entitled to  compensation
for its participation and will be required to pay the expenses of the program in
accordance  with the  terms and  conditions  of that  program.  The  Sprint  PCS
National  Accounts  Program  Requirements  in  effect  as of the  date  of  this
agreement are attached as Exhibit 4.2.

     4.3 SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS. Manager
will  participate  in the Sprint PCS  Roaming  and Inter  Service  Area  Program
established  and  implemented by Sprint PCS,  including  roaming price plans and
inter-carrier settlements. The Sprint PCS Roaming and Inter Service Area Program
Requirements  in effect as of the date of this agreement are attached as Exhibit
4.3.

     As  part  of  the  Sprint  PCS  Roaming  and  Inter  Service  Area  Program
Requirements,  Sprint PCS will  establish  a  settlement  policy and  process to
equitably distribute between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) the revenues  received by one member
for services used by its customers when they travel into other members'  service
areas.

     4.4 PRICING.  Manager  will offer and support all Sprint PCS pricing  plans
designated  for  regional  or  national  offerings  of Sprint PCS  Products  and
Services  (e.g.,  national  inter service area rates,  regional home rates,  and
local  price  points).  The  Sprint  PCS  pricing  plans  as of the date of this
agreement  are  attached  as Exhibit  4.4.  Sprint PCS may modify the Sprint PCS
pricing plans from time to time in its sole  discretion by delivering to Manager
a new Exhibit 4.4.

     Additionally,  with prior approval from Sprint PCS, which approval will not
be  unreasonably  withheld,  Manager  may  establish  price plans for Sprint PCS
Products and Services that are only offered in its local market, subject to:

          (a)  the  non-competition  and  other  provisions  contained  in  this
     agreement;

          (b) consistency with regional and national pricing plans;

          (c) regulatory requirements; and

          (d)  capability  and cost of  implementing  rate  plans in Sprint  PCS
     systems (if used).

     Manager must provide  advance  written notice to Sprint PCS with details of
any pricing proposal for Sprint PCS Products or Services in the Service Area. If
Sprint PCS fails to respond to Manager  within 10 Business Days after  receiving
such notice,  then the price  proposed for those Sprint PCS Products or Services
is deemed approved.

     At the time Sprint PCS  approves a pricing  proposal  submitted by Manager,
Sprint  PCS will  provide  Manager an  estimate  of the costs and  expenses  and


                                       12
<PAGE>

applicable time frames required for Sprint PCS to implement the proposed pricing
plan.  Manager agrees to promptly  reimburse  Sprint PCS for any cost or expense
incurred by Sprint PCS to implement  such a pricing plan,  which will not exceed
the amount estimated by Sprint PCS if Manager waited for Sprint PCS' response to
Manager's proposal.

     4.5 HOME  SERVICE  AREA.  Sprint PCS and Manager  will agree to the initial
home service area for each base station in the Service Area Network prior to the
date the Service  Area Network goes into  commercial  operation.  If the parties
cannot  agree to the home service area for each base station in the Service Area
Network,  then the parties will use the dispute resolution process in Section 14
of this agreement to assign each base station to a home service area.

                                5. USE OF BRANDS
                                ----------------

     5.1 USE OF BRANDS.

          (a) Manager must enter into the  Trademark  License  Agreements  on or
     before the date of this agreement.

          (b)  Manager  must  use  the  Brands  exclusively  in  the  marketing,
     promotion,  advertisement,  distribution,  lease or sale of any  Sprint PCS
     Products and Services within the Service Area, except Manager may use other
     brands to the extent permitted by the Trademark License  Agreements and not
     inconsistent with the terms of this agreement.

          (c)  Neither  Manager  nor  any of its  Related  Parties  may  market,
     promote.  advertise,  distribute,  lease  or  sell  any of the  Sprint  PCS
     Products and Services or Manager's  Products and Services on a non-branded,
     "private  label" basis or under any brand,  trademark,  trade name or trade
     dress other than the  Brands,  except (i) for sales to  resellers  required
     under this  agreement,  or (ii) as permitted  under the  Trademark  License
     Agreements.

          (d) The  provisions  of this Section 5.1 do not prohibit  Manager from
     including  Sprint PCS  Products and  Services  under the Brands  within the
     Service Area as part of a package with its other products and services that
     bear a different brand or trademark.  The provisions of this Section 5.1 do
     not apply to the extent that they are  inconsistent  with applicable law or
     in conflict with the Trademark License Agreements.

     5.2  CONFORMANCE  TO  MARKETING  COMMUNICATIONS  GUIDELINES.  Manager  must
conform  to the  Marketing  Communications  Guidelines  in  connection  with the
marketing, promotion, advertisement,  distribution, lease and sale of any of the
Sprint PCS Products and  Services.  The Marketing  Communications  Guidelines in
effect as of the date of this agreement are attached as Exhibit 5.2.  Sprint and
Sprint Spectrum may amend the Marketing  Communications  Guidelines from time to
time in accordance with the terms of the Trademark License Agreements.

     5.3 JOINT MARKETING WITH THIRD PARTIES.

          (a) Manager may engage in various joint  marketing  activities  (e.g.,
     promotions  with sports teams and  entertainment  providers  or  tournament


                                       13
<PAGE>

     sponsorships)  with  third  parties in the  Service  Area from time to time
     during the term of this  agreement  with respect to the Sprint PCS Products
     and  Services,  except  that  Manager  may  engage in the  joint  marketing
     activities only if the joint marketing activities:

               (i) are conducted in accordance  with the terms and conditions of
          the Trademark  License  Agreements  and the  Marketing  Communications
          Guidelines;

               (ii) do not violate the terms of this agreement;

               (iii) are not likely (as  determined  by Sprint  PCS, in its sole
          discretion)  to cause  confusion  between  the  Brands  and any  other
          trademark or service mark, used in connection with the activities;

               (iv)  are not  likely  (as  determined  by  Sprint,  in its  sole
          discretion) to cause confusion between the Sprint Brands and any other
          trademark or service mark used in connection with the activities; and

               (v) are not  likely (as  determined  by Sprint  PCS,  in its sole
          discretion)  to give  rise  to the  perception  that  the  Sprint  PCS
          Products  and  Services  are beirL2  advertised,  marketed or promoted
          under any  trademark or service mark other than the Brands,  except as
          provided in the Trademark, License Agreements. Manager will not engage
          in any activity that includes co-branding  involving use of the Brands
          (that is, the marketing, promotion, advertisement, distribution, lease
          or sale of any of the  Sprint  PCS  Products  and  Services  under the
          Brands and any other trademark or service mark), except as provided in
          the Trademark License Agreements.

          (b)  Manager  must  provide  advance  written  notice  to  Sprint  PCS
     describing any joint marketing activities that may:

               (i) cause confusion between the Brands and any other trademark or
          service mark used in connection with the proposed activities; or

               (ii) give rise to the perception that the Sprint PCS Products and
          Services  are  being  advertised,   marketed  or  promoted  under  any
          trademark or service mark other than the Brands, except as provided in
          the Trademark License Agreements.

          (c) If Sprint  PCS fails to provide a  response  to Manager  within 20
     days after receiving such notice,  then the proposed activities are deemed,
     as the case may be:

               (i) not to create  confusion  between  the  Brands  and any other
          trademark or service mark; or

               (ii) not to give rise to the perception  that Manager's  products
          and  services  are being  advertised,  marketed or promoted  under any
          trademark or service mark other than the Brands, except as provided in
          the Trademark License Agreements.



                                       14
<PAGE>

     5.4 PRIOR APPROVAL OF USE OF BRANDS.  Manager must obtain  advance  written
approval from Sprint for use of the Sprint Brands to the extent  required by the
Sprint Trademark and Service Mark License  Agreement and from Sprint PCS for use
of the Sprint PCS Brands to the extent required by the Sprint Spectrum Trademark
and Service Mark License Agreement.  Sprint PCS will use commercially reasonable
efforts to facilitate  any review of Manager's use of the Brands,  if Sprint PCS
is included in the review process.

     5.5  DURATION  OF USE OF BRAND.  Manager is entitled to use the Brands only
during the term of the Trademark  License  Agreements and any transition  period
during which Manager is authorized to use the Brands  following the  termination
of the Trademark License Agreements.

                          6. ADVERTISING AND PROMOTION
                          ----------------------------

     6.1 NATIONAL  ADVERTISING AND PROMOTION.  Sprint PCS is responsible for (a)
all national  advertising and promotion of the Sprint PCS Products and Services,
including the costs and expenses related to national advertising and promotions,
and (b) all  advertising,  and promotion of the Sprint PCS Products and Services
in the markets where Sprint PCS operates without the use of an Other Manager.

     6.2  IN-TERRITORY  ADVERTISING  AND  PROMOTION.  Manager must advertise and
promote the Sprint PCS  Products and Services in the Service Area (and may do so
in the areas  adjacent to the Service Area so long as Manager  intends that such
advertising or promotion  primarily reach potential customers within the Service
Area).  Manager must  advertise and promote the Sprint PCS Products and Services
in accordance  with the terms and  conditions of this  agreement,  the Trademark
License  Agreements  and the  Marketing  Communication  Guidelines.  Manager  is
responsible  for the costs and  expenses  incurred  by Manager  with  respect to
Manager's advertising and promotion activities in the Service Area.

     Manager will be  responsible  for a portion of the cost of any promotion or
advertising  done by third party retailers in the Service Area (e.g.,  Best Buy)
in accordance with any cooperative  advertising  arrangements  based on per unit
handset sales.

     Sprint PCS has the right to use in any  promotion  or  advertising  done by
Sprint PCS any promotion or advertising materials developed by Manager from time
to time with respect to the Sprint PCS Products  and  Services.  Sprint PCS will
reimburse Manager for the reproduction costs related to such use.

     Sprint PCS will make  available  to Manager the  promotion  or  advertising
materials  developed  by Sprint PCS from time to time with respect to Sprint PCS
Products and Services in current use by Sprint PCS (e.g., radio ads,  television
ads,  design of print  ads,  design  of point of sale  materials,  retail  store
concepts and designs, design of collateral). Manager will bear the cost of using
such materials (e.g., cost of local radio and television ad placements,  cost of
printing collateral in quantity, and building out and finishing retail stores).

     6.3 REVIEW OF ADVERTISING AND PROMOTION  CAMPAIGNS.  Sprint PCS and Manager
will jointly  review the upcoming  marketing and promotion  campaigns of Manager
with  respect to Sprint PCS Products and  Services  (including  advertising  and
promotion  expense  budgets)  and will  use good  faith  efforts  to  coordinate


                                       15
<PAGE>

Manager's  campaign with Sprint PCS' campaign to maximize the market  results of
both parties.  Sprint PCS and Manager may engage in  cooperative  advertising or
promotional  activities  during the term of this  agreement  as the  parties may
agree in writing.

     6.4 PUBLIC RELATIONS.  If Manager conducts local public relations  efforts,
then Manager must conduct the local public relations efforts consistent with the
Sprint PCS Communications Policies. The Sprint PCS Communications Policies as of
the date of this  agreement  are attached as Exhibit 6.4.  Sprint PCS may modify
the  Sprint  PCS  Communications  Policies  from time to time by  delivering  to
Manager a new Exhibit 6.4.

                  7. SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS
                  --------------------------------------------

     7.1 CONFORMANCE TO SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS.

          (a)  Manager  must meet or exceed  the Sprint  PCS  Technical  Program
     Requirements established by Sprint PCS from time to time for the Sprint PCS
     Network.  Manager will be deemed to meet the Sprint PCS  Technical  Program
     Requirements if:

               (i) Manager operates the Service Area Network at a level equal to
          or better than the lower of the Operational Level of Sprint PCS or the
          operational  level  contemplated  by the Sprint PCS Technical  Program
          Requirements; or

               (ii) Sprint PCS is  responsible  under the Services  Agreement to
          ensure the Service Area Network complies with the Sprint PCS Technical
          Program Requirements.

          (b) Manager must  demonstrate  to Sprint PCS that Manager has complied
     with the Sprint PCS Technical Program  Requirements prior to connecting the
     Service  Area  Network  to the rest of the  Sprint  PCS  Network.  Once the
     Service Area  Network is connected to the Sprint PCS Network,  Manager must
     continue  to comply  with the Sprint PCS  Technical  Program  Requirements.
     Sprint  PCS  agrees  that the Sprint  PCS  Technical  Program  Requirements
     adopted  for  Manager  will  be  the  same  Sprint  PCS  Technical  Program
     Requirements applied by Sprint PCS to the Sprint PCS Network.

     7.2 ESTABLISHMENT OF SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS.  Sprint PCS
has  delivered  to Manager a copy of the current  Sprint PCS  Technical  Program
Requirements,  attached  as  Exhibit  7.2.  Sprint  PCS  drafted  the Sprint PCS
Technical Program  Requirements to ensure a minimum,  base-line level of quality
for the  Sprint PCS  Network.  The Sprint  PCS  Technical  Program  Requirements
include  standards  relating  to voice  quality,  interoperability,  consistency
(seamlessness) of coverage, RF design parameters,  system design,  capacity, and
call blocking  ratio.  Sprint PCS has selected code division  multiple access as
the  initial air  interface  technology  for the Sprint PCS Network  (subject to
change in accordance with Section 9. 1).

     7.3 HANDOFF TO ADJACENT NETWORKS.  If technically feasible and commercially
reasonable,  Manager  will  operate  the Service  Area  Network in a manner that
permits a seamless  handoff of a call  initiated  on the Service Area Network to
any adjacent PCS network that is part of the Sprint PCS Network, as specified in
the Sprint PCS Technical Program Requirements.  Sprint PCS agrees that the terms


                                       16
<PAGE>

and conditions for seamless  handoffs  adopted for the Service Area Network will
be the same as the terms Sprint PCS applies to the other parts of the Sprint PCS
Network for similar configurations of equipment.

               8. SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS
               ---------------------------------------------------

     8.1  COMPLIANCE  WITH SPRINT PCS  CUSTOMER  SERVICE  PROGRAM  REQUIREMENTS.
Manager must comply with the Sprint PCS Customer Service Program Requirements in
providing  the Sprint PCS  Products  and  Services  to any  customer of Manager,
Sprint PCS or any Sprint PCS Related  Party.  Manager will be deemed to meet the
standards if:

          (a) Manager  operates  the Service Area Network at a level equal to or
     better  than  the  lower of the  Operational  Level  of  Sprint  PCS or the
     operational level contemplated by the Program Requirements; or

          (b) Manager has  delegated to Sprint PCS under the Services  Agreement
     responsibility  to ensure the Service Area Network complies with the Sprint
     PCS Customer Service Standards.

     Sprint PCS has  delivered  to  Manager a copy of the  Sprint  PCS  Customer
Service Standards, which are attached as Exhibit B.1.

                       9. SPRINT PCS PROGRAM REQUIREMENTS
                       ----------------------------------

     9.1  PROGRAM  REQUIREMENTS  GENERALLY.  This  agreement  contains  numerous
references   to  Sprint  PCS   National  and   Regional   Distribution   Program
Requirements,  Sprint PCS National  Accounts  Program  Requirements,  Sprint PCS
Roaming  and Inter  Service  Area  Program  Requirements,  Sprint PCS  Technical
Program Requirements and Sprint PCS Customer Service Program Requirements.  This
agreement  also provides under Section 3.5.2 for the offering by Sprint PCS of a
voluntary resale product through a program, which program, if adopted, will be a
Program Requirement under this agreement. Sprint PCS may unilaterally amend from
time to time in the manner  described  in Section 9.2 all  Program  Requirements
mentioned  in  this   agreement.   The  most  current  version  of  the  Program
Requirements  mentioned  in the first  sentence  of this  Section  9.1 have been
provided to Manager.  Manager has reviewed the Program  Requirements  and adopts
them for application in the Service Area.

     9.2  AMENDMENTS  TO PROGRAM  REQUIREMENTS.  Sprint PCS may amend any of the
Program Requirements, subject to the following conditions:

          (a) The  applicable  Program  Requirements,  as  amended,  will  apply
     equally to Manager,  Sprint PCS and each Other  Manager,  except if Manager
     and Sprint PCS agree otherwise or if Sprint PCS grants a waiver to Manager.
     Sprint PCS may grant waivers to Other Managers without affecting  Manager's
     obligation to comply with the Program Requirements;

          (b) Each amendment will be reasonably required to fulfill the purposes
     set forth in Section 1.2 with respect to uniform and consistent  operations
     of the Sprint PCS Network and the  presentation  of Sprint PCS Products and
     Services to customers in a uniform and consistent manner;



                                       17
<PAGE>

          (c) Each amendment will otherwise be on terms and conditions  that are
     commercially  reasonable  with respect to the  construction,  operation and
     management of the Sprint PCS Network.  With respect to any amendment to the
     Program  Requirements,  Sprint PCS will provide for  reasonable  transition
     periods and, where appropriate,  may provide for grandfathering  provisions
     for existing activities by Manager that were permitted under the applicable
     Program Requirements before the amendment;

          (d) Sprint PCS must give  Manager  reasonable,  written  notice of the
     amendment, but in any event the notice will be given at least 30 days prior
     to the effective date of the amendment; and

          (e) Manager  must  implement  any changes in the Program  Requirements
     within a commercially  reasonable period of time unless otherwise consented
     to by print PCS. Sprint PCS will determine what  constitutes a commercially
     reasonable  period of time  taking  into  consideration  relevant  business
     factors,  including the strategic significance of the changes to the Sprint
     PCS Network, the relationship of the changes to the yearly marketing cycle,
     and the  financial  demands on and capacity  generally  of Other  Managers.
     Notwithstanding  the preceding two sentences,  Manager will not be required
     to  implement  any change in the Service  Area  Network or the  business of
     Manager required by an amendment to a Program  Requirement until Sprint PCS
     has implemented the required changes in  substantially  all of that portion
     of the Sprint PCS  Network  that Sprint PCS  operates  without the use of a
     manager or  affiliate,  unless the  amendment  to the  Program  Requirement
     relates to an  obligation  regarding  the Service Area Network  mandated by
     law. When  necessary for reasons  related to new technical  standards,  new
     equipment or strategic reasons, Sprint PCS can require Manager to implement
     the changes in the Service Area Network or Manager's business  concurrently
     with Sprint PCS,  in which case Sprint PCS will  reimburse  Manager for its
     costs and  expenses  if Sprint PCS  discontinues  the  Program  Requirement
     chances prior to implementation.

     Sprint PCS may grant Manager  appropriate  waivers and  variances  from the
requirements of any Program Requirements.  Sprint PCS has the right to adopt any
Program  Requirements  that implement any obligation  regarding the Service Area
Network mandated by law.

     Any costs and expenses incurred by Manager in connection with conforming to
any change to the Program Requirements during the term of this agreement are the
responsibility of Manager.

     9.3 MANAGER'S RIGHT TO REQUEST REVIEW OF CHANGES. If Sprint PCS announces a
chancre to a Program Requirement that will:

          (a) cause the Manager to spend an additional  amount  greater than 5 %
     of  Manager's  shareholder's  equity  or  capital  account  plus  Manager's
     long-term  debt  (i.e.,  notes that mature more than one year from the date
     issued), as reflected on Manager's books; or

          (b) cause the long term  operating  expenses  of Manager on a per unit
     basis  using a 10-year  time  frame to  increase  by more than 10% on a net
     present  value  basis,  then  Manager may give Sprint PCS a written  notice
     requesting Sprint PCS to reconsider the change.



                                       18
<PAGE>

     The  Sprint  PCS Vice  President  or the  designee  of the Sprint PCS Chief
Officer in charge of the group that  manages  the Sprint PCS  relationship  with
Manager  will  review  Manager's  request  and render a decision  regarding  the
change.  If after the review and  decision by the Vice  President  or  designee,
Manager is still  dissatisfied,  then Manager may ask that the Chief  Officer to
whom the Vice  President or designee  reports  review the matter.  If Sprint PCS
still  requires  Manager  to  implement  the change to the  Program  Requirement
following the Chief Officer's  review,  then upon Manager's failure to implement
the change an Event of Termination will be deemed to have occurred under Section
11.3.3,  Manager will not have a right to cure such  breach,  and Sprint PCS may
exercise its rights and remedies under Section 11.6.

     9.4 SPRINT PCS' RIGHT TO IMPLEMENT CHANGES.  If Manager requests Sprint PCS
to reconsider a change to a Program  Requirement as permitted  under Section 9.3
and Sprint PCS  decides it will not require  Manager to make the change,  Sprint
PCS may, but is not required to, implement the change at Sprint PCS' expense, in
which event  Manager  will be required to operate the Service Area  Network,  as
changed, but Sprint PCS will be entitled to any revenue derived from the change.

     9.5  RIGHTS  OF  INSPECTION.  Sprint  PCS and  its  authorized  agents  and
representatives  may enter upon the premises of any office or facility  operated
by or for  Manager at any time,  with  reasonable  advance  notice to Manager if
possible,  to inspect,  monitor and test in a reasonable manner the Service Area
Network,  including the facilities,  equipment, books and records of Manager, to
ensure that  Manager has complied or is in  compliance  with all  covenants  and
obligations of Manager under this agreement,  including Manager's  obligation to
conform to the Program Requirements. The inspection,  monitoring and testing may
not disrupt  the  operations  of the office or  facility,  nor impede  Manager's
access to the Service Area Network.

     9.6 MANAGER'S RESPONSIBILITY TO INTERFACE WITH SPRINT PCS. Manager will use
platforms  fully  capable  of  interfacing  with the  Sprint  PCS  platforms  in
operating  the Service  Area  Network and in  providing  Sprint PCS Products and
Services.  Manager will pay the expense of making its platforms  full capable of
interfacing with Sprint PCS, including paying for the following:

               (i) connectivity;

               (ii) any  changes  that  Manager  requests  Sprint PCS to make to
          Sprint PCS systems to interconnect  with Manager's systems that Sprint
          PCS, in its sole discretion, agrees to make;

               (iii) equipment to run Manager's software;

               (iv) license fees for Manager's software; and

               (v) Manager's upgrades or changes to its platforms.



                                       19
<PAGE>

                                    10. FEES
                                    --------

     10.1 FEES AND PAYMENTS.

          10.1.1 FEE BASED ON COLLECTED REVENUES. Sprint PCS will pay to Manager
a weekly fee equal to 92% of Collected Revenues for the week for all obligations
of Manager  under this  Agreement.  The fee will be due on  Thursday of the week
following the week, for which the fee is calculated.

          10.1.2 PAYMENT OF UNIVERSAL SERVICE FUNDS. Sprint PCS and Manager will
share  any  federal  and  state  subsidy  funds  (e.g.,  payments  by a state of
universal service fund subsidies to Sprint PCS or Manager),  if any, received by
Sprint PCS or Manager  for  customers  who reside in the  portion of the Service
Area  served by the  Service  Area  Network.  Manager is entitled to 92 % of any
amount  received  by either  party and  Sprint  PCS is  entitled  to 8 % of such
amounts.

          10.1.3 INTER SERVICE AREA FEES. Sprint PCS will pay to Manager monthly
a fee as set out in the Sprint PCS Roaming and Inter Service Area  Program,  for
each  minute of use that a customer  of Sprint PCS or one of the Other  Managers
whose  NPA-NXX is not assigned to the Service Area Network uses the Service Area
Network.  Manager  will pay to Sprint  PCS a fee,  as set out in the  Sprint PCS
Roaming and Inter Service Area  Program,  for each minute of use that a customer
whose  NPA-NXX is  assigned to the Service  Area  Network  uses a portion of the
Sprint PCS Network  other than the Service Area  Network.  Manager  acknowledges
that the  manner in which the  NPA-NXX  is  utilized  could  change,  which will
require a  modification  in the manner in which the inter  service area fees, if
any, will be calculated.

          10.1.4  INTERCONNECT FEES. Manager will pay to Sprint PCS (or to other
carriers as  appropriate)  monthly the  interconnect  fees,  if any, as provided
under Section 1.4.

          10.1.5  OUTBOUND  ROAMING FEES. If not  otherwise  provided  under any
Program Requirement:

          (a)  Sprint  PCS will pay to Manager  monthly  the amount of  Outbound
     Roaming  fees that Sprint PCS  collects  for the month from end users whose
     NPA-NXX is assigned to the Service Area; and

          (b)  Manager  will pay to Sprint PCS (or to a  clearinghouse  or other
     carrier as appropriate) the direct cost of providing the capability for the
     Outbound Roaming, including any amounts payable to the carrier that handled
     the roaming call and the clearinghouse operator.

          10.1.6 REIMBURSEMENTS. Manager will pay to or reimburse Sprint PCS for
any  amounts  that  Sprint PCS is  required  to pay to a third  party  (e.g.,  a
telecommunications carrier) to the extent Sprint PCS already paid such amount to
Manager under this Section 10.

     10.2 MONTHLY TRUE UP.  Manager will report to Sprint PCS monthly the amount
of Collected  Revenues  received  directly by the Manager (e.g.,  customer mails
payment  to the  business  address of Manager  rather  than to the  lockbox or a
customer pays a direct sales force representative in cash). Sprint PCS will on a
monthly  basis true up the fees and payments due under Section 10. 1 against the


                                       20
<PAGE>

actual  payments  made by Sprint  PCS to  Manager.  Sprint  PCS will  provide to
Manager a true up report  each month  showing the true up and the net amount due
from one party to the  other,  if any.  If the weekly  payments  made to Manager
exceed the actual fees and payments due to Manager,  then Manager will remit the
amount of the  overpayment to Sprint PCS within 5 Business Days after  receiving
the true up report from Sprint PCS. If the weekly  payments  made to Manager are
less than the actual  fees and  payments  due to  Manager,  then Sprint PCS will
remit the shortfall to Manager  within 5 Business Days after sending the true up
report to Manager.

     If a party disputes any amount on the true up report,  the disputing  party
must give the other party written  notice of the disputed  amount and the reason
for the dispute within 90 days after it receives the true up report. The dispute
will be  resolved  through  the  dispute  resolution  process in Section 14. The
parties  must  continue to pay to the other party any  undisputed  amounts  owed
under this agreement during the dispute  resolution  process.  The dispute of an
item does not stay or diminish a party's  other rights and  remedies  under this
agreement.

     10.3 TAXES.  Manager will pay or reimburse  Sprint PCS for any sales,  use,
gross receipts or similar tax,  administrative  fee,  telecommunications  fee or
surcharge for taxes or fees levied by a  governmental  authority on the fees and
charges payable by Sprint PCS to Manager.

     Manager  will  report  all  taxable  property  to  the  appropriate  taxing
authority  for ad valorem  tax  purposes.  Manager  will pay as and when due all
taxes, assessments,  liens, encumbrances,  levies, and other charges against the
real  estate  and  personal  property  owned by  Manager  or used by  Manager in
fulfilling its obligations under this agreement.

     Manager is responsible  for paying all sales,  use, or similar taxes on the
purchase and use of its equipment,  advertising,  and other goods or services in
connection with this agreement.

     10.4  COLLECTED  REVENUES  DEFINITION.  "Collected  Revenues"  means actual
payments  received  by or on behalf of Sprint  PCS or  Manager  for  Sprint  PCS
Products and Services from others, including the customers, whose NPA-NXX is the
same as that for the  portion of the Service  Area  served by the  Service  Area
Network. In determining Collected Revenues the following principles will apply.

          (a) The following items will be treated as follows:

               (i) Collected  Revenues do not include  revenues from federal and
          state subsidy funds;  they are handled  separately as noted in Section
          10. 1.2;

               (ii) Collected  Revenues do include any amounts  received for the
          payment of Inbound  Roaming charges and  interconnect  fees when calls
          are carried on the Service Area Network; and

               (iii) Collected Revenues do not include any amounts received with
          respect to any changes made by Sprint PCS under Section 9.4.

          (b) The  following  items are not  Collected  Revenues;  Sprint PCS is
     obligated to remit the amounts received with respect to such items, if any,
     to Manager, as follows:



                                       21
<PAGE>

               (i) inter service area  payments  will be paid as provided  under
          Section 10.1.3;

               (ii)  Outbound  Roaming  and  related  charges  will  be  paid as
          provided under Section 10.1.5;

               (iii) proceeds from the sale or lease of subscriber equipment and
          accessories  will  be  paid  to  Manager,  subject  to  the  equipment
          settlement process in Section 4.1.2;

               (iv) proceeds  from sales not in the ordinary  course of business
          (e.g.,  sales of switches,  cell sites,  computers,  vehicles or other
          fixed assets);

               (v) any amounts  collected  with  respect to sales and use taxes,
          gross   receipts   taxes,   transfer   taxes,   and   similar   taxes,
          administrative fees, telecommunications fees, and surcharges for taxes
          and  fees  that  are  collected  by a  carrier  for the  benefit  of a
          governmental authority,  subject to Manager's obligation under Section
          10.3; and

               (vi) Manager will be entitled to 100% of all revenues received by
          Sprint PCS with respect to sales of Manager's Products and Services.

          (c) The following items are not Collected  Revenues;  neither party is
     obligated to remit any amounts respecting such items:

               (i)  reasonable  adjustments of a customer's  account  (e.g.,  if
          Sprint PCS or Manager  reduces a customer's  bill,  then the amount of
          the adjustment is not Collected Revenues); and

               (ii) amount of bad debt and fraud associated with customers whose
          NPA-NXX  is  assigned  to the  Service  Area  (e.g.,  if Sprint PCS or
          Manager  writes  off a  customer's  bill as a bad  debt,  there are no
          Collected Revenues on which a fee is due to Manager).

     10.5 LATE  PAYMENTS.  Any amount due under this Section 10 that is not paid
by one party to the other party in accordance  with the terms of this  agreement
will bear interest at the Default Rate  beginning  (and  including)  the 3rd day
after the due date until (and including) the date paid.

     10.6 SETOFF  RIGHT IF FAILURE TO PAY AMOUNTS  DUE. If Manager  fails to pay
any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under this
agreement,  the Services Agreement,  or any other agreement with Sprint PCS or a
Related Party of Sprint PCS, then Sprint PCS may setoff  against its payments to
Manager under this Section 10, the following amounts:

          (a) any amount that Manager  owes to Sprint PCS or a Related  Party of
     Sprint PCS, including amounts due under the Services Agreement; and



                                       22
<PAGE>

          (b) any amount that  Sprint PCS  reasonably  estimates  will be due to
     Sprint PCS for the current  month under the Services  Agreement  (e.g.,  if
     under the Services Agreement customer care calls are billed monthly, Sprint
     PCS can  deduct  from the weekly  payment  to Manager an amount  Sprint PCS
     reasonably  estimates  will be due Sprint  PCS on account of such  customer
     care calls under the Services Agreement).

     On a monthly basis Sprint PCS will true up the estimated  amounts  deducted
against the actual  amounts due Sprint PCS and Sprint PCS' Related  Parties.  If
the estimated  amounts  deducted by Sprint PCS exceed the actual  amounts due to
Sprint PCS and  Sprint  PCS'  Related  Parties,  then  Sprint PCS will remit the
excess  to  Manager  with the next  weekly  payment.  If the  estimated  amounts
deducted  are less than the actual  amounts  due to Sprint  PCS and its  Related
Parties,  then Sprint PCS may continue to setoff the payments to Manager against
the  amounts due to Sprint PCS and Sprint PCS'  Related  Parties.  This right of
setoff is in  addition  to any other  right that  Sprint PCS may have under this
agreement.

                  11. TERM; TERMINATION; EFFECT OF TERMINATION
                  --------------------------------------------

     11.1 INITIAL TERM.  This agreement  commences on the date of execution and,
unless terminated  earlier in accordance with the provisions of this Section 11,
continues for a period of 20 years (the "Initial Term").

     11.2  RENEWAL  TERMS.  Following  expiration  of  the  Initial  Term,  this
agreement will automatically renew for 3 successive 10-year renewal periods (for
a maximum of 50 years including the Initial Term), unless at least 2 years prior
to the  commencement of any renewal period either party notifies the other party
in writing that it does not wish to renew this agreement.

          11.2.1 NON-RENEWAL RIGHTS OF MANAGER. If this agreement will terminate
because  Sprint PCS gives Manager  timely  written notice of non-renewal of this
agreement,  then Manager may exercise its rights under  Section  11.2.1.1 or, if
applicable, its rights under Section 11.2.1.2.

     11.2.1.1  MANAGER'S  PUT RIGHT.  Manager  may within 30 days after the date
Sprint PCS gives notice of  non-renewal  put to Sprint PCS all of the  Operating
Assets.  Sprint PCS will pay to Manager for the Operating Assets an amount equal
to 80% of  the  Entire  Business  Value.  The  closing  of the  purchase  of the
Operating Assets will occur within 20 days after the later of (a) the receipt by
Sprint PCS of the written notice of  determination  of the Entire Business Value
provided  by the  appraisers  under  Section  11.7  or (b)  the  receipt  of all
materials  required  to be  delivered  to Sprint PCS under  Section  11.8.  Upon
closing the  purchase of the  Operating  Assets  this  agreement  will be deemed
terminated.  The exercise of the put, the determination of the Operating Assets,
the representations and warranties made by Manager with respect to the Operating
Assets and the  business,  and the  process for  closing  the  purchase  will be
subject to the terms and conditions set forth in Section 11. 8.

          11.2.1.2 MANAGER'S PURCHASE RIGHT.

          (a) If Sprint PCS owns 20 MHz or more of PCS  spectrum  in the Service
     Area under the License on the date this agreement is executed, then Manager
     may within 30 days after the date  Sprint  PCS gives  notice of  nonrenewal
     declare  its  intent to  purchase  the  Disaggregated  License.  Subject to
     receipt of FCC  approval of the  necessary  disaggregation  and  partition,
     Manager  may  purchase  from  Sprint PCS the  Disaggregated  License for an
     amount  equal to the  greater of (1) the  original  cost of the  License to
     Sprint  PCS (pro rated on a pops and  spectrum  basis)  plus the  microwave
     relocation  costs  paid by  Sprint  PCS or (2) 10% of the  Entire  Business
     Value.

          (b) Upon closing the purchase of the spectrum this  agreement  will be
     deemed terminated. The closing of the purchase of the Disaggregated License
     will occur within the later of:

                    (1) 20 days after the  receipt  by  Manager  of the  written
               notice  of  determination  of the  Entire  Business  Value by the
               appraisers under Section 11.7; or

                    (2)  10  days  after  the   approval  of  the  sale  of  the
               Disaggregated License by the FCC.

          (c) The  exercise of the  purchase  right,  the  determination  of the
     geographic   extent   of   the   Disaggregated   License   coverage,    the
     representations  and  warranties  made by Sprint  PCS with  respect  to the
     Disaggregated  License,  and the process for closing the  purchase  will be
     subject to the terms and conditions set forth in Section 11.8.

          (d) After the closing of the purchase Manager will allow:

                    (1) subscribers of Sprint PCS to roam on Manager's  network;
               and

                    (2) Sprint PCS to resell Manager's Products and Services.

     Manager will charge Sprint PCS a MFN price in either case.

          11.2.2  NON-RENEWAL  RIGHTS  OF SPRINT  PCS.  If this  agreement  will
terminate  because of any of the following five (5) events,  then Sprint PCS may
exercise its rights under Section  11.2.2.1 or, if applicable,  its rights under
Section 11.2.2.2:

          (a) Manager  gives Sprint PCS timely  written  notice of nonrenewal of
     this agreement;

          (b) both parties give timely written notices of non-renewal;

          (c) this agreement expires with neither party giving
a written notice of non-renewal;



                                       23
<PAGE>

          (d) either party  elects to terminate  this  agreement  under  Section
     11.3.4(a); or

          (e)  Manager  elects  to  terminate   this  agreement   under  Section
     11.3.4(b).

          11.2.2.1  SPRINT PCS'  PURCHASE  RIGHT.  Sprint PCS may purchase  from
Manager all of the  Operating  Assets.  Sprint PCS will pay to Manager an amount
equal to 80% of the Entire  Business  Value.  The closing of the purchase of the
Operating Assets will occur within 20 days after the later of (a) the receipt by
Sprint PCS of the written notice of  determination  of the Entire Business Value
provided  by the  appraisers  under  Section  11.7  or (b)  the  receipt  of all
materials  required  to be  delivered  to Sprint PCS under  Section  11.8.  Upon
closing the  purchase of the  Operating  Assets  this  agreement  will be deemed
terminated.  The  exercise  of the  purchase  right,  the  determination  of the
Operating  Assets,  the  representations  and  warranties  made by Manager  with
respect to the Operating  Assets and the  business,  and the process for closing
the purchase  will be subject to the terms and  conditions  set forth in Section
11.8.

          11.2.2.2 SPRINT PCS' PUT RIGHT.

          (a) Sprint PCS may, subject to receipt of FCC approval, put to Manager
     the Disaggregated  License for a purchase price equal to the greater of (1)
     the  original  cost of the  License  to Sprint PCS (pro rated on a pops and
     spectrum basis) plus the microwave  relocation  costs paid by Sprint PCS or
     (2) 10% of the Entire Business Value.

          (b) Upon  closing  the  purchase  of the  Disaggregated  License  this
     agreement  will be deemed  terminated.  The closing of the  purchase of the
     Disaggregated License will occur within the later of:

                    (1) 20 days after the  receipt by Sprint PCS of the  written
               notice  of  determination  of the  Entire  Business  Value by the
               appraisers under Section 11.7; or

                    (2)  10  days  after  the   approval  of  the  sale  of  the
               Disaggregated License by the FCC.

          (c) The  exercise  of the put,  the  determination  of the  geographic
     extent of the  Disaggregated  License  coverage,  the  representations  and
     warranties  made by Sprint PCS with respect to the  Disaggregated  License,
     and the process for closing the  purchase  will be subject to the terms and
     conditions set forth in Section 11.8.

          (d) Manager  may,  within 10 days after it  receives  notice of Sprint
     PCS' exercise of its put,  advise Sprint PCS of the amount of spectrum (not
     to exceed 10 MHz) it wishes to purchase.  After the  purchase  Manager will
     allow:



                                       24
<PAGE>

                    (1) subscribers of Sprint PCS to roam on Manager's  network;
               and

                    (2) Sprint PCS to resell Manager's Products and Services.

     Manager will charge Sprint PCS a MFN price in either case.

          11.2.3  EXTENDED TERM AWAITING FCC APPROVAL.  If Manager is buying the
Disaggregated  License as  permitted  or  required  under  Sections  11.2.1.2 or
11.2.2.2,  then the Term of this  agreement  will  extend  beyond  the  original
expiration date until the closing of the purchase of the Disaggregated  License.
The parties agree to exercise their respective  commercially  reasonable efforts
to obtain FCC approval of the transfer of the Disaggregated License.

     11.3 EVENTS OF  TERMINATION.  An "Event of  Termination" is deemed to occur
when a party gives written notice to the other party of the Event of Termination
as permitted below:

          11.3.1 TERMINATION OF LICENSE.

          (a) At the election of either party this  agreement  may be terminated
     at the time the FCC revokes or fails to renew the License.  Unless  Manager
     has the right to  terminate  this  agreement  under  Section  11. 3. 1 (b),
     neither  party has any claim  against the other party if the FCC revokes or
     fails to renew the License,  even if  circumstances  would otherwise permit
     one  party  to  terminate  this  agreement  based on a  different  Event of
     Termination,  except that the parties will have the right to pursue  claims
     against each other as permitted under Section 11.4(b).

          (b) If the FCC  revokes  or fails to renew the  License  because  of a
     breach of this  agreement  by Sprint  PCS,  then  Manager  has the right to
     terminate this agreement  under Section 11. 3.3 and not this Section 11. 3.
     1.

          11.3.2 BREACH OF AGREEMENT: PAYMENT OF MONEY TERMS. At the election of
the non-breaching party this agreement may be terminated upon the failure by the
breaching  party  to pay any  amount  due  under  this  agreement  or any  other
agreement between the parties or their respective Related Parties, if the breach
is not cured  within 30 days  after the  breaching  party's  receipt  of written
notice of the nonpayment from the non-breaching party.

          11.3.3  BREACH OF  AGREEMENT:  OTHER  TERMS.  At the  election  of the
non-breaching party this agreement may be terminated upon the material breach by
the breaching  party of any material term  contained in this agreement that does
not regard the payment of money, if the breach is not cured within 30 days after
the  breaching  party's  receipt  of  written  notice  of the  breach  from  the
non-breaching  party,  except the cure period  will  continue  for a  reasonable
period beyond the 30-day period, but will under no circumstances exceed 180 days


                                       26
<PAGE>

after the breaching  party's  receipt of written notice of the breach,  if it is
unreasonable  to cure the breach  within the 30-day  period,  and the  breaching
party takes  action  prior to the end of the 30-day  period  that is  reasonably
likely to cure the breach and continues to diligently  take action  necessary to
cure the breach. 11.3.4 REGULATORY CONSIDERATIONS.

          (a) At the election of either party this  agreement  may be terminated
     if this agreement violates any applicable law in any material respect where
     such violation (i) is classified as a felony or (ii) subjects  either party
     to substantial  monetary fines or other  substantial  damages,  except that
     before causing any  termination the parties must use best efforts to modify
     this  agreement,  as necessary  to cause this  agreement  (as  modified) to
     comply  with  applicable  law and to preserve  to the extent  possible  the
     economic arrangements set forth in this agreement.

          (b) At the election of Manager this agreement may be terminated if the
     regulatory  action  described  under  11.3.4(a)  is the  result of a deemed
     change of control of the License and the parties are unable to agree upon a
     satisfactory resolution of the matter with the regulatory authority without
     a complete termination of this agreement.

          11.3.5  TERMINATION  OF  TRADEMARK  LICENSE   AGREEMENTS.   If  either
Trademark License Agreement terminates under its terms, then:

          (a) Manager may  terminate  this  agreement if the  Trademark  License
     Agreement terminated because of a breach of the Trademark License Agreement
     by Sprint PCS or Sprint; and

          (b) Sprint PCS may terminate this  agreement if the Trademark  License
     Agreement terminated because of a breach of the Trademark License Agreement
     by Manager.

          11.3.6  FINANCING  CONSIDERATIONS.  At the election of Sprint PCS this
agreement may be terminated  upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.

          11.3.7  BANKRUPTCY  OF A PARTY.  At the  election of the  non-bankrupt
party,  this  agreement  may be  terminated  upon the  occurrence of a Voluntary
Bankruptcy or an Involuntary, Bankruptcy of the other party.

                  "VOLUNTARY BANKRUPTCY" means:

          (a) the  inability Of a party  generally to pay its debts as the debts
     become due, or an admission  in writing by a party of its  inability to pay
     its debts  generally or a general  assignment by a party for the benefit of
     creditors;

          (b) the  filing  of any  petition  or  answer  by a party  seeking  to
     adjudicate  itself a bankrupt or  insolvent,  or seeking  any  liquidation,
     winding up, reorganization, arrangement, adjustment, protection, relief, or
     composition  for itself or its debts under any law relating to  bankruptcy,
     insolvency or reorganization or relief of debtors,  or seeking,  consenting
     to, or acquiescing  in the entry of an order for relief or the  appointment


                                       27
<PAGE>

     of a receiver,  trustee,  custodian or other similar official for itself or
     for substantially all of its property; or

          (c) any action  taken by a party to  authorize  any of the actions set
     forth above.

     "INVOLUNTARY  BANKRUPTCY"  means,  without the consent or acquiescence of a
party:

          (a) the  entering of an order for relief or  approving a petition  for
     relief or reorganization;

          (b) any petition seeking any reorganization, arrangement, composition,
     readjustment,  liquidation,  dissolution  or other similar relief under any
     present  or  future  bankruptcy,  insolvency  or  similar  statute,  law or
     regulation;

          (c) the filing of any petition against a party,  which petition is not
     dismissed within 90 days; or

          (d) without the consent or acquiescence of a party, the entering of an
     order appointing a trustee,  custodian,  receiver or liquidator of party or
     of all or any substantial part of the property of the party, which order is
     not dismissed within 90 days.

     11.4 EFFECT OF AN EVENT OF TERMINATION.

          (a) Upon the occurrence of an Event of Termination, the party with the
     right to terminate  this agreement or to elect the remedy upon the Event of
     Termination. as the case may be, may:

               (i) in  the  case  of an  Event  of  Termination  under  Sections
          11.3.1(a)  or 11.3.7,  give the other  party  written  notice that the
          agreement is  terminated  effective  as of the date of the notice,  in
          which  case  neither  party  will have any  other  remedy or claim for
          damages  (except  any claim the  non-bankrupt  party has  against  the
          bankrupt party and any claims permitted under Section 11.4(b)); or

               (ii) in the case of an  Event of  Termination  other  than  under
          Section  11.3.  1 (a),  give the other party  written  notice that the
          party is exercising  one of its rights,  if any, under Section 11.5 or
          Section 11.6.

          (b) If the party  terminates this agreement  under Section  11.4(a)(i)
     then all rights and  obligations  of each party under this  agreement  will
     immediately cease, except that:

               (i) any  rights  arising  out of a  breach  of any  terms of this
          agreement will survive any termination of this agreement;

               (ii) the  provisions  described in Section 17.23 will survive any
          termination of this agreement;



                                       28
<PAGE>

               (iii) the payment  obligations  under Section 10 will survive any
          termination of this agreement if, and to the extent, any costs or fees
          have  accrued  or are  otherwise  due  and  owing  as of the  date  of
          termination of this agreement from Manager to Sprint PCS or any Sprint
          PCS Related Party or from Sprint PCS to Manager or any Manager Related
          Party;

               (iv) either party may terminate this agreement in accordance with
          the terms of this  agreement  without  any  liability  for any loss or
          damage arising,  out of or related to such termination,  including any
          loss or damage arising out of the exercise by Sprint PCS of its rights
          under Section 11.6.3;

               (v) Manager will use all commercially reasonable efforts to cease
          immediately all of their respective  efforts to market,  sell, promote
          or distribute the Sprint PCS Products and Services;

               (vi) Sprint PCS has the option to buy from Manager any new unsold
          subscriber  equipment  and  accessories,  at  the  prices  charged  to
          Manager;

               (vii) the parties will  immediately Stop making any statements or
          taking any action  that might  cause  third  parties to infer that any
          business  relationship  continues to exist  between the  parties,  and
          where  necessary or  advisable,  the parties will inform third parties
          that the parties no longer have a business relationship; and

               (viii) if  subscriber  equipment and  accessories  are in transit
          when this agreement is  terminated,  Sprint PCS may, but does not have
          the  obligation  to,  cause the  freight  carrier to not  deliver  the
          subscriber  equipment and accessories to Manager but rather to deliver
          the subscriber equipment and accessories to Sprint PCS.

          (c) If the party exercises its rights under Section 11.4(a)(ii),  this
     agreement   will  continue  in  full  force  and  effect  until   otherwise
     terminated.

          (d) If this  agreement  terminates for any reason other than Manager's
     purchase of the Disaggregated License,  Manager will not, for 3 years after
     the date of termination compile,  create, or use for the purpose of selling
     merchandise or services similar to any Sprint PCS Products and Services, or
     sell,  transfer or otherwise  convey to a third party,  a list of customers
     who purchased, leased or used any Sprint PCS Products and Services. Manager
     may use such a list for its own internal analysis of its business practices
     and operations.  If this agreement terminates because of Manager's purchase
     of the Disaggregated  License, then Sprint PCS will transfer to Manager the
     Sprint PCS customers with a MIN assigned to the Service Area covered by the
     Disaggregated  License,  but Sprint PCS retains the customers of a national
     account and any  resellers  who have entered into a resale  agreement  with
     Sprint PCS.  Manager  agrees not to solicit,  directly or  indirectly,  any
     customers  of Sprint  PCS not  transferred  to Manager  under this  Section
     11.4(d) for 2 years after the  termination of this  agreement,  except that
     Manager's   advertising  through  mass  media  will  not  be  considered  a
     solicitation of Sprint PCS customers.



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<PAGE>

     11.5 MANAGER'S EVENT OF TERMINATION RIGHTS AND REMEDIES. In addition to any
other right or remedy that  Manager may have under this  agreement,  the parties
agree that  Manager  will have the rights and remedies set forth in this Section
11.5 and that such rights and  remedies  will  survive the  termination  of this
agreement.  If Manager has a right to terminate  this agreement as the result of
the occurrence of an Event of Termination under Sections 11.3.2,  11.3.3, 11.3.5
or 11.3.7 (if Manager is the non-bankrupt  party), then Manager has the right to
elect one of the following  three (3) remedies,  except Manager cannot elect its
remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of the Initial
Term with respect to an Event of Termination under Section 11. 3.3.

          11.5.1  MANAGER'S  PUT RIGHT.  Manager may put to Sprint PCS within 30
days after the Event of Termination all of the Operating Assets. Sprint PCS will
pay to Manager an amount equal to 80% of the Entire Business Value.  The closing
of the  purchase of the  Operating  Assets  will occur  within 20 days after the
later of:

          (a) the receipt by Sprint PCS of the written  notice of  determination
     of the Entire Business Value by the appraisers under Section 11.7: or

          (b) the receipt of all  materials  required to be  delivered to Sprint
     PCS under Section 11.8.

     Upon closing the purchase of the Operating  Assets this  agreement  will be
deemed  terminated.  The exercise of the put, the determination of the Operating
Assets, the  representations  and warranties made by the Manager with respect to
the Operating Assets and the business,  and the process for closing the purchase
will be subject to the terms and conditions set forth in Section 11.8.

          11.5.2 MANAGER'S PURCHASE RIGHT.

          (a) If Sprint PCS owns 20 MHz or more of PCS  spectrum  in the Service
     Area under the License on the date this agreement is executed, then Manager
     may,  subject to  receipt of FCC  approval,  purchase  from  Sprint PCS the
     Disaggregated  License  for the  greater  of (1) the  original  cost of the
     License  to Sprint PCS (pro rated on a pops and  spectrum  basis)  plus the
     microwave  relocation  costs  paid by Sprint PCS or (2) 9% (10% minus a 10%
     penalty) of the Entire Business Value.

          (b) Upon  closing  the  purchase  of the  Disaggregated  License  this
     agreement  will be deemed  terminated.  The closing of the  purchase of the
     Disaggregated License will occur within the later of:

               (1) 20 days after the receipt by Manager of the written notice of
          determination  of the Entire  Business Value by the  appraisers  under
          Section 11.7; or

               (2) 10 days after the  approval of the sale of the  Disaggregated
          License by the FCC.



                                       30
<PAGE>

                  The exercise of the purchase right,  the  determination of the
                  geographic extent of the Disaggregated  License coverage,  the
                  representations and warranties made by Sprint PCS with respect
                  to the Disaggregated  License, and the process for closing the
                  purchase will be subject to the terms and conditions set forth
                  in Section 11. 8.

          (c) After the closing of the purchase Manager will allow:

               (1) subscribers of Sprint PCS to roam on Manager's network; and

               (2) Sprint PCS to resell Manager's Product and Services.

          Manager will charge Sprint PCS a MFN price in either case.

          11.5.3  MANAGER'S  ACTION FOR  DAMAGES OR OTHER  RELIEF.  Manager,  in
accordance with the dispute  resolution  process in Section 14, may seek damages
or other appropriate relief.

     11.6 SPRINT PCS' EVENT OF TERMINATION  RIGHTS AND REMEDIES.  In addition to
any other  right or remedy that  Sprint PCS may have under this  agreement,  the
parties  agree that  Sprint PCS will have the rights and  remedies  set forth in
this Section 11.6 and that such rights and remedies will survive the termination
of this agreement.  If Sprint PCS has a right to terminate this agreement as the
result of the  occurrence  of an Event of  Termination  under  Sections  11.3.2,
11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party), then
Sprint PCS has the right to elect one of the following four (4) remedies, except
that (i) if Sprint PCS elects the  remedies  under  Sections  11.6.1,  11.6.2 or
11.6.4,  Sprint PCS may pursue its rights under Section 11.6.3 concurrently with
its pursuit of one of the other three remedies, (ii) Sprint PCS cannot elect its
remedies under Sections 11.6.1 or 11.6.2 during the first 2 years of the Initial
Term with respect to an Event of  Termination  under Section  11.3.3 (unless the
Event of  Termination is caused by a breach related to the Build-out Plan or the
build-out  of the Service Area  Network),  and (iii) Sprint PCS cannot elect its
remedy under  Section  11.6.2  during the first 2 years of the Initial Term with
respect to an Event of Termination under Section 11.3.6.

          11.6.1  SPRINT  PCS'  PURCHASE  RIGHT.  Sprint PCS may  purchase  from
Manager all of the  Operating  Assets.  Sprint PCS will pay to Manager an amount
equal to 72 % (80 % minus a 10%  penalty)  of the  Entire  Business  Value.  The
closing of the purchase of the Operating  Assets will occur within 20 days after
the later of:

          (a) the receipt by Sprint PCS of the written  notice of  determination
     of the Entire Business Value by the appraisers pursuant to Section 11.7; or

          (b) the receipt of all  materials  required to be  delivered to Sprint
     PCS under Section 11.8.

     Upon closing the purchase of the Operating  Assets this  agreement  will be
deemed terminated.  The exercise of the purchase right, the determination of the
Operating  Assets,  the  representations  and  warranties  made by Manager  with


                                       31
<PAGE>

respect to the Operating  Assets and the  business,  and the process for closing
the purchase  will be subject to the terms and  conditions  set forth in Section
11.8.

          11.6.2 SPRINT PCS' PUT RIGHT.

          (a) Sprint PCS may, subject to receipt of FCC approval, put to Manager
     the Disaggregated  License for a purchase price equal to the greater of (1)
     the  original  cost of the  License  to Sprint PCS (pro rated on a pops and
     spectrum basis) plus the microwave  relocation  costs paid by Sprint PCS or
     (2) 10% of the Entire Business Value.

          (b) Upon  closing  the  purchase  of the  Disaggregated  License  this
     agreement  will be deemed  terminated.  The closing of the  purchase of the
     Disaggregated License will occur within the later of:

               (1) 20 days after the receipt by Sprint PCS of the written notice
          of  determination of the Entire Business Value by the appraisers under
          Section 11.7; or

               (2) 10 days after the  approval of the sale of the  Disaggregated
          License by the FCC.

          (c) The  exercise  of the put,  the  determination  of the  geographic
     extent of the  Disaggregated  License  coverage,  the  representations  and
     warranties  made by Sprint PCS with respect to the  Disaggregated  License,
     and the process for closing the  purchase  will be subject to the terms and
     conditions set forth in Section 11.8.

          (d) Manager  may,  within 10 days after it  receives  notice of Sprint
     PCS' exercise of its put,  advise Sprint PCS of the amount of spectrum (not
     to exceed 10 MHz) it wishes to purchase.  After the closing of the purchase
     Manager will allow:

               (1) subscribers of Sprint PCS to roam on Manager's network; and

               (2) Sprint PCS to resell Manager's Products and Services.

     Manager will charge Sprint PCS a MFN price in either case.

          11.6.3 SPRINT PCS' RIGHT TO CAUSE A CURE.

          (a) Sprint PCS' Right.  Sprint PCS may, but is not  obligated to, take
     such  action  as it  deems  necessary  to  cure  Manager's  breach  of this
     agreement,  including assuming  operational  responsibility for the Service
     Area Network to complete  construction,  continue  operation,  complete any
     necessary  repairs,  implement changes necessary to comply with the Program
     Requirements  and terms of this agreement,  or take such other steps as are
     appropriate  under the  circumstances,  or Sprint PCS may designate a third


                                       32
<PAGE>

     party or parties to do the same, to assure  uninterrupted  availability and
     deliverability  of Sprint PCS Products and Services in the Service Area, or
     to complete the  build-out of the Service Area Network in  accordance  with
     the  terms of this  agreement.  In the  event  that  Sprint  PCS  elects to
     exercise its right under this Section 11.6.3,  Sprint PCS will give Manager
     written notice of such election. Upon giving such notice:

               (1) Manager  will  collect and make  available  at a  convenient,
          central  location at its principal  place of business,  all documents,
          books, manuals,  reports and records related to the Build-out Plan and
          required to operate and maintain the Service Area Network; and

               (2) Sprint PCS, its employees,  contractors and designated  third
          parties will have the  unrestricted  right to enter the facilities and
          offices of Manager for the purpose of curing the breach and, if Sprint
          PCS deems necessary, operate the Service Area Network.

     Manager  agrees to  cooperate  with and  assist  Sprint  PCS to the  extent
     requested  by Sprint PCS to enable  Sprint PCS to exercise its rights under
     this Section 11.6.3.

          (b)  Liability.  Sprint PCS' exercise of its rights under this Section
     11.6.3  will not be deemed an  assumption  by Sprint  PCS of any  liability
     attributable to Manager or any other party,  except that,  without limiting
     the provisions of Section 13, during the period that Sprint PCS is curing a
     breach under this  agreement  or operating  any portion of the Service Area
     Network  pursuant to this Section  11.6.3,  Sprint PCS will  indemnify  and
     defend Manager and its directors,  partners, officers, employees and agents
     from and against, and reimburse and pay for, all claims, demands,  damages,
     losses,  judgments,  awards,  liabilities,  costs and  expenses  (including
     reasonable  attorneys' fees, court costs and other expenses of litigation),
     whether or not arising out of third party claims,  in  connection  with any
     suit,  claim,  action or other  legal  proceeding  relating  to the  bodily
     injury,  sickness  or death of persons or the damage to or  destruction  of
     property,  real or personal,  resulting  from or arising out of Sprint PCS'
     negligence  or willful  misconduct in curing the breach or in the operation
     of the Service  Area  Network.  Sprint PCS'  obligation  under this Section
     11.6.3(b)  will not apply to the extent of any  claims,  demands,  damages,
     losses, judgments,  awards, liabilities,  costs and expenses resulting from
     the  negligence  or willful  misconduct  of  Manager  or  arising  from any
     contractual obligation of Manager.

          (c) Costs and Payments.  During the period that Sprint PCS is curing a
     breach or operating  the Service Area  Network  under this Section  11.6.3,
     Sprint PCS and Manager  will  continue to make any and all  payments due to
     the other party and to third  parties  under this  agreement,  the Services
     Agreement  and any other  agreements  to which such party is bound,  except
     that  Sprint PCS may deduct from its  payments  to Manager  all  reasonable
     costs and expenses  incurred by Sprint PCS in connection  with the exercise
     of its right  under this  Section  11.6.3.  Sprint  PCS'  operation  of the


                                       33
<PAGE>

     Service Area Network  pursuant to this Section 11.6.3 is not a substitution
     for Manager's  performance of its obligations under this agreement and does
     not relieve Manager of its other obligations under this agreement.

          (d) Length of Right.  Sprint PCS may  continue  to operate the Service
     Area Network in accordance  with Section  11.6.3 until (i) Sprint PCS cures
     all  breaches  by Manager  under this  agreement;  (ii)  Manager  cures all
     breaches  and  demonstrates  to  Sprint  PCS'   satisfaction   that  it  is
     financially  and  operationally  willing,  ready  and  able to  perform  in
     accordance with this agreement and resumes such  performance;  (iii) Sprint
     PCS consummates  the purchase of the Operating  Assets under Section 11.6.1
     or the sale of the  Disaggregated  License  under Section  11.6.2;  or (iv)
     Sprint PCS terminates this agreement.

          (e) Not Under  Services  Agreement.  The exercise by Sprint PCS of its
     right under this Section 11.6.3 does not represent  services rendered under
     the  Services  Agreement,  and  therefore  it does not allow  Manager to be
     deemed  in  compliance  with  the  Program   Requirements   under  Sections
     7.l(a)(ii), .8.1(b).

          11.6.4 SPRINT PCS' ACTION FOR DAMAGES OR OTHER RELIEF.  Sprint PCS, in
accordance with the dispute  resolution  process in Section 14, may seek damages
or other appropriate relief.

     11.7 DETERMINATION OF ENTIRE BUSINESS VALUE.

          11.7.1  APPOINTMENT  OF  APPRAISERS.  Sprint PCS and Manager must each
designate  an  independent  appraiser  within 30 days after  giving the Purchase
Notice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers
to  jointly  select a third  appraiser  within 15 days after the day the last of
them is appointed. Each appraiser must be an expert in the valuation of wireless
telecommunications  businesses.  Sprint PCS and  Manager  must  direct the three
appraisers to each  determine,  within 45 days after the appointment of the last
appraiser,  the Entire Business Value. Sprint PCS and Manager will each bear the
costs of the appraiser appointed by it, and they will share equally the costs of
the third appraiser.

          11.7.2 MANAGER'S  OPERATING ASSETS.  The following assets are included
in the Operating Assets (as defined in the Schedule of Definitions):

          (a) network  assets,  including all personal  property,  real property
     interests in cell sites and switch sites, leasehold interests,  collocation
     agreements, easements, and rights-of-way;

          (b) all of the real,  personal,  tangible and intangible  property and
     contract  rights that Manager owns and uses in  conducting  the business of
     providing  the Sprint PCS Products  and  Services,  including  the goodwill
     resulting from Manager's customer base;

          (c) sale and distribution  assets primarily  dedicated (i.e., at least
     80% of their  revenue is derived  from the sale of Sprint PCS  Products and
     Services) To the sale by Manager of Sprint PCS Products and  Services.  For
     example,  a retail  store that derives at least 80% of its revenue from the
     sale of Sprint PCS Products and  Services is an  Operating  Asset.  A store
     that  derives 65 % of its revenue  from Sprint PCS Products and Services is
     not an Operating Asset;



                                       34
<PAGE>

          (d)  customers,  if any, that use both the other products and services
     approved under Section 3.2 and the Sprint PCS Products and Services;

          (e) handset inventory;

          (f)  books  and  records  of  the  wireless  business,  including  all
     engineering drawings and designs and financial records; and

          (g) all contracts  used by Manager in operating the wireless  business
     including  Tl  service  agreements,   service  contracts,   interconnection
     agreements, distribution agreements, software license agreements, equipment
     maintenance  agreements,  sales agency  agreements  and contracts  with all
     equipment suppliers.

          11.7.3 ENTIRE BUSINESS VALUE.  Utilizing the valuation  principles set
forth below and in Section 11.7.4, "ENTIRE BUSINESS VALUE" means the fair market
value of  Manager's  wireless  business in the Service  Area,  valued on a going
concern basis.

          (a) The fair market value is based on the price a willing  buyer would
     pay a willing seller for the entire on-going business. -

          (b) The  appraisers  will  use the  then-current  customary  means  of
     valuing a wireless telecommunications business.

          (c) The business is conducted under the Brands and existing agreements
     between the parties and their respective Related Parties.

          (d) Manager owns the Disaggregated  License (in the case where Manager
     will be buying the Disaggregated License under Sections 11.2.1.2, 11.2.2.2,
     11.5.2 or 11.6.2) or Manager owns the spectrum and the frequencies actually
     used by Manager under this  agreement (in the case where Sprint PCS will be
     buying the Operating Assets under Sections  11.2.1.1,  11.2.2.1,  11.5.1 or
     11.6.1).

          (e) The  valuation  will  not  include  any  value  for  the  business
     represented by Manager's Products and Services or any business not directly
     related to Sprint PCS Products and Services.

          11.7.4 CALCULATION OF ENTIRE BUSINESS VALUE. The Entire Business Value
to be used to  determine  the  purchase  price of the  Operating  Assets  or the
Disaggregated License under this agreement is as follows:

          (a) If the highest fair market value  determined by the  appraisers is
     within 10% of the lowest fair market value,  then the Entire Business Value
     used to  determine  the  purchase  price under this  agreement  will be the
     arithmetic mean of the three appraised fair market values.



                                       35
<PAGE>

          (b) If two of the fair market values  determined by the appraisers are
     within  10% of one  another,  and the third  value is not within 10% of the
     other fair market values,  then the Entire Business Value used to determine
     the purchase price under this agreement will be the arithmetic  mean of the
     two more closely aligned fair market values.

          (c) If none of the fair  market  values is within 10% of the other two
     fair market  values,  then the Entire  Business Value used to determine the
     purchase  price under this  agreement will be the middle value of the three
     fair market values.

     11.8 CLOSING TERMS AND CONDITIONS. The closing terms and conditions for the
transactions  contemplated  in this  Section 11 are  attached  as Exhibit  11.8.

     11.9 CONTEMPORANEOUS AND IDENTICAL APPLICATION.  The parties agree that any
action regarding  renewal or non-renewal and any Event of Termination will occur
contemporaneously and identically with respect to all Licenses.  For example, if
Manager exercises its purchase right under Section 11.5.2, it must exercise such
right with respect to all of the Licenses under this agreement. The Term of this
agreement  will be the same for all  Licenses;  Manager will not be permitted to
operate a  portion  of the  Service  Area  Network  with  fewer  than all of the
Licenses.

           12. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE

     12.1 BOOKS AND RECORDS.

          12.1.1 GENERAL. Each party must keep and maintain books and records to
support  and  document  any  fees,  costs,  expenses  or  other  charges  due in
connection with the provisions set forth in this agreement.  The records must be
retained  for a period of at least 3 years  after the fees,  costs,  expenses or
other  charges to which the records  relate have accrued and have been paid,  or
such other period as may be required by law.

          12.1.2 AUDIT. On reasonable  advance  notice,  each party must provide
access to appropriate records to the independent  auditors selected by the other
party for  purposes of  auditing  the amount of fees,  costs,  expenses or other
charges  payable in connection  with the Service Area with respect to the period
audited.  The  auditing  party will  conduct the audit no more  frequently  than
annually.  If the audit shows that  Sprint PCS was  underpaid  then,  unless the
amount  is  contested,  Manager  will  pay  to  Sprint  PCS  the  amount  of the
underpayment  within 10 Business  Days after  Sprint PCS gives  Manager  written
notice of the  determination of the  underpayment.  If the audit determines that
Sprint PCS was overpaid  then,  unless the amount is contested,  Sprint PCS will
pay to  Manager  the amount of the  overpayment  within 10  Business  Days after
Sprint PCS determines  Sprint PCS was overpaid.  The auditing party will pay all
costs and  expenses  related to the audit  unless the amount owed to the audited
party is  reduced by more than 10% or the amount  owed by the  audited  party is
increased by more than 10%, in which case the costs and expenses  related to the
audit will be paid by the audited party.

     Notwithstanding  the above  provisions of this Section 12.1.2,  rather than
allow Manager's  independent auditors access to Sprint PCS' records,  Sprint PCS
may provide a report issued in conformity  with  Statement of Auditing  Standard


                                       36
<PAGE>

No. 70 "Reports on the  Processing  of  Transactions  by Service  Organizations"
("TYPE II REPORT" OR "MANAGER MANAGEMENT REPORT").  Such report will be prepared
by  independent  auditors and will provide an opinion on the controls  placed in
operation and tests of operating  effectiveness  of those  controls in effect at
Sprint PCS over the Manager Management Processes. "Manager Management Processes"
include those  services  generally  provided  within the  Management  Agreement,
primarily billing, and collection of Collected Revenues.

          12.1.3  CONTESTING  AN AUDIT.  If the party  that did not  select  the
independent  auditor  does not agree with the  findings of the audit,  then such
party can contest the findings by providing  notice of such  disagreement to the
other party (the "Dispute  Notice").  The date of delivery of such notice is the
"DISPUTE  NOTICE  DATE." If the parties  are unable to resolve the  disagreement
within 10 Business  Days after the Dispute  Notice  Date,  they will resolve the
disagreement in accordance with the following procedures.

     The two parties and the auditor that  conducted the audit will all agree on
an  independent   certified  public  accountant  with  a  regional  or  national
accounting practice in the wireless  telecommunications industry (the "ARBITER")
within 15 Business  Days after the Dispute  Notice Date.  If, within 15 Business
Days after the  Dispute  Notice  Date,  the three  parties  fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be  selected  pursuant to the rules then in effect of the  American  Arbitration
Association.  Each party will submit to the Arbiter within 5 Business Days after
its selection and engagement all information reasonably requested by the Arbiter
to enable the Arbiter to independently  resolve the issue that is the subject of
the Dispute Notice. The Arbiter will make its own determination of the amount of
fees, costs, expenses or other charges payable under this agreement with respect
to  the  period  audited.  The  Arbiter  will  issue  a  written  report  of its
determination in reasonable  detail and will deliver a copy of the report to the
parties  within  10  Business  Days  after  the  Arbiter  receives  all  of  the
information reasonably requested.  The determination made by the Arbiter will be
final and binding and may be enforced  by any court  having,  jurisdiction.  The
parties will cooperate fully in assisting the Arbiter and will take such actions
as are  necessary  to  expedite  the  completion  of and to cause the Arbiter to
expedite its assignment.

     If the amount owed by a contesting party is reduced by more than 10% or the
amount  owed to a  contesting  party  is  increased  by more  than  10% then the
non-contesting  party will pay the costs and expenses of the Arbiter,  otherwise
the contesting party will pay the costs and expenses of the Arbiter.

     12.2 CONFIDENTIAL INFORMATION.

          (a) Except as specifically  authorized by this agreement,  each of the
     parties  must,  for the Term and 3 years after the date of  termination  of
     this agreement, keep confidential,  not disclose to others and use only for
     the purposes  authorized in this agreement,  all  Confidential  Information
     disclosed  by the  other  party  to  the  party  in  connection  with  this
     agreement.  except  that the  foregoing,  obligation  will not apply to the
     extent that any Confidential Information:

               (i) is or becomes, after disclosure to a party, publicly known by
          any means other than  through  unauthorized  acts or  omissions of the
          party or its agents; or



                                       37
<PAGE>

               (ii) is  disclosed  in good  faith  to a party  by a third  party
          entitled to make the disclosure.

          (b)  Notwithstanding  the  foregoing,  a party  may use,  disclose  or
     authorize the disclosure of Confidential Information that it receives that:

               (i)  has  been  published  or is in the  public  domain,  or that
          subsequently  comes  into the public  domain,  through no fault of the
          receiving party;

               (ii) prior to the effective  date of this  agreement was properly
          within the legitimate possession of the receiving party, or subsequent
          to the effective date of this agreement,  is lawfully  received from a
          third party having  rights to publicly  disseminate  the  Confidential
          Information   without  any  restriction  and  without  notice  to  the
          recipient of any restriction against its further disclosure;

               (iii) is  independently  developed by the receiving party through
          persons or entities who have not had,  either  directly or indirectly,
          access to or knowledge of the Confidential Information;

               (iv) is disclosed to a third party  consistent  with the terms of
          the  written   approval  of  the  party   originally   disclosing  the
          information;

               (v) is required by the receiving party to be produced under order
          of a court of competent  jurisdiction or other similar requirements of
          a governmental agency, and the Confidential Information will otherwise
          continue  to  be   Confidential   Information   required  to  be  held
          confidential for purposes of this agreement;

               (vi) is  required  by the  receiving  party  to be  disclosed  by
          applicable  law or a  stock  exchange  or  association  on  which  the
          receiving party's  securities (or those of its Related Parties) are or
          may become listed; or

               (vii)  is  disclosed  by  the  receiving  party  to  a  financial
          institution  or  accredited  investor (as that term is defined in Rule
          501(a) under the Securities Act of 1933) that is considering providing
          financing to the receiving  party and which  financial  institution or
          accredited  investor has agreed to keep the  Confidential  Information
          confidential  in accordance  with an agreement at least as restrictive
          as this Section 12.2.

          (c)  Notwithstanding  the foregoing,  Manager and Sprint PCS authorize
     each other to  disclose  to the public in  regulatory  filings  the other's
     identity and the Service Area to be developed  and managed by Manager,  and
     Manager  authorizes  Sprint PCS to mention  Manager and the Service Area in
     public relations announcements.

          (d)  The  party  making  a  disclosure   under  Sections   12.2(b)(v),
     12.2(b)(vi) or 12.2(b)(vii) must inform the disclosing party as promptly as
     is reasonably  necessary to enable the disclosing  party to take action to,
     and use the party's  reasonable  best efforts to, limit the  disclosure and
     maintain confidentiality to the extent practicable.



                                       38
<PAGE>

          (e) Manager  will not except when  serving in the  capacity of Manager
     under this agreement,  use any Confidential Information of any kind that it
     receives  under or in  connection  with this  agreement.  For  example,  if
     Manager  operates a wireless company in a different  license area,  Manager
     may  not use  any of the  Confidential  Information  received  under  or in
     connection with this agreement in operating the other wireless business.

     12.3 INSURANCE.

          12.3.1.  GENERAL.  During  the term of this  agreement,  Manager  must
obtain and maintain,  and will cause any  subcontractors to obtain and maintain,
with financially reputable insurers licensed to do business in all jurisdictions
where  any  work is  performed  under  this  agreement  and  who are  reasonably
acceptable  to Sprint PCS, the  insurance  described in the Sprint PCS Insurance
Requirements  The  Sprint  PCS  Insurance  Requirements  as of the  date of this
agreement  are  attached as Exhibit  12.3.  Sprint PCS may modify the Sprint PCS
Insurance  Requirements  as is  commercially  reasonable  from  time  to time by
delivering to Manager a new Exhibit 12.3.

          12.3.2 WAIVER OF SUBROGATION. Manager must look first to any insurance
in its favor before  making any claim  against  Sprint PCS or Sprint,  and their
respective  directors,   officers,  employees,  agents  or  representatives  for
recovery  resulting  from  injury  to any  person  (including  Manager's  or its
subcontractor's  employees)  or damage to any  property  arising from any cause,
regardless of  negligence.  Manager does hereby release and waive to the fullest
extent  permitted by law, and will cause its respective  insurers to waive,  all
rights of  recovery  by  subrogation  against  Sprint PCS or  Sprint,  and their
respective directors, officers, employees, agents or representatives.

          12.3.3   CERTIFICATES   OF   INSURANCE.   Manager   and   all  of  its
subcontractors,  if any,  must,  as a material  condition of this  agreement and
prior to the  commencement  of any work under and any renewal of this agreement,
deliver to Sprint PCS a  certificate  of  insurance,.  satisfactory  in form and
content to Sprint PCS, evidencing that the above insurance,  including waiver of
subrogation,  is in force and will not be canceled or materially altered without
first  giving  Sprint  PCS at least 30 days  prior  written  notice and that all
coverages  are primary to any  insurance  carried by Sprint PCS, its  directors,
officers, employees, agents or representatives.

     Nothing contained in this Section 12.3.3 will limit Manager's  liability to
Sprint PCS, its directors, officers, employees, agents or representatives to the
limits of insurance certified or carried.

                               13. INDEMNIFICATION
                               -------------------

     13.1 INDEMNIFICATION BY SPRINT PCS. Sprint PCS agrees to indemnify,  defend
and hold harmless Manager, its directors,  managers, officers, employees, agents
and  representatives  from and against any and all  claims,  demands,  causes of
action, losses,  actions.  damages,  liability and expense,  including costs and
reasonable attorneys' fees, against Manager, its directors,  managers, officers,
employees,  agents and representatives arising from or relating to the violation
by Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by
Sprint PCS' breach of any representation, warranty or covenant contained in this


                                       39
<PAGE>

agreement  or any other  agreement  between  Sprint PCS or Sprint  PCS'  Related
Parties and Manager or Manager's  Related Parties except where and to the extent
the claim,  demand,  cause of action,  loss,  action,  damage,  liability and/or
expense results solely from the negligence or willful misconduct of Manager.

     13.2  INDEMNIFICATION BY MANAGER.  Manager agrees to indemnify,  defend and
hold harmless Sprint PCS and Sprint, and their respective  directors,  managers,
officers,  employees,  agents and  representatives  from and against any and all
claims,  demands,  causes of action,  losses,  actions,  damages,  liability and
expense,  including costs and reasonable  attorneys' fees, against Sprint PCS or
Sprint, and their respective directors,  managers,  officers,  employees, agents
and representatives  arising from or relating to Manager's violation of any law,
regulation  or  ordinance  applicable  to  Manager,   Manager's  breach  of  any
representation,  warranty or covenant  contained in this  agreement or any other
agreement between Manager or Manager's Related Parties and Sprint PCS and Sprint
PCS'  Related  Parties,  Manager's  ownership  of the  Operating  Assets  or the
operation of the Service Area  Network,  or the actions or failure to act of any
of Manager's contractors, subcontractors, agents, directors, managers, officers,
employees  and  representatives  of any of them in the  performance  of any work
under this agreement, except where and to the extent the claim, demand, cause of
action,  loss,  action,  damage,  liability and expense  results solely from the
negligence or willful misconduct of Sprint PCS or Sprint, as the case may be.

     13.3 PROCEDURE.

          13.3.1 NOTICE.  Any party being indemnified  ("INDEMNITEE")  will give
the party making, the indemnification  ("INDEMNITOR")  written notice as soon as
practicable  but no later than 5 Business  Days after the party becomes aware of
the facts,  conditions or events that give rise to the claim for indemnification
if:

          (a) any claim or  demand  is made or  liability  is  asserted  against
     Indemnitee; or

          (b) any  suit,  action,  or  administrative  or legal  proceeding,  is
     instituted  or commenced in which  Indemnitee  is involved or is named as a
     defendant either individually or with others.

     Failure to give notice as described in this Section  13.3.1 does not modify
the  indemnification  obligations  of this  provision,  except if  Indemnitee is
harmed by failure to provide timely notice to Indemnitor,  then  Indenmitor does
not have to indemnify  Indemnitee for the harm caused by the failure to give the
timely notice.

          13.3.2  DEFENSE BY  INDEMNITOR.  If within 30 days after giving notice
Indemnitee  receives  written  notice from  Indemnitor  stating that  Indemnitor
disputes or intends to defend against the claim, demand, liability, suit, action
or  proceeding,  then  Indemnitor  will have the right to select  counsel of its
choice and to dispute or defend  against  the claim,  demand,  liability,  suit,
action or proceeding, at its expense.

     Indemnitee  will fully  cooperate with Indemnitor in the dispute or defense
so long as  Indemnitor is conducting  the dispute or defense  diligently  and in


                                       40
<PAGE>

good faith.  Indemnitor  is not permitted to settle the dispute or claim without
the  prior  written   approval  of  Indemnitee,   which  approval  will  not  be
unreasonably  withheld.  Even though  Indemnitor  selects counsel of its choice,
Indenmitee has the right to retain  additional  representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

          13.3.3  DEFENSE  BY  INDEMNITEE.  If no notice of intent to dispute or
defend is received by Indemnitee  within the 30-day period, or if a diligent and
good faith  defense is not being or ceases to be conducted,  Indemnitee  has the
right to dispute and defend against the claim,  demand or other liability at the
sole cost and  expense of  Indemnitor  and to settle the claim,  demand or other
liability,  and in either  event to be  indemnified  as provided in this Section
13.3.3.  Indenmitee  is not permitted to settle the dispute or claim without the
prior written  approval of Indemnitor,  which approval will not be  unreasonably
withheld.

          13.3.4 COSTS.  Indemnitor's  indemnity  obligation includes reasonable
attorneys'  fees,  investigation  costs,  and all  other  reasonable  costs  and
expenses  incurred by Indemnitee  from the first notice that any claim or demand
has been made or may be made, and is not limited in any way by any limitation on
the  amount  or  type  of  damages,  compensation,  or  benefits  payable  under
applicable  workers'  compensation  acts,  disability  benefit  acts,  or  other
employee benefit acts.

                             14. DISPUTE RESOLUTION
                             ----------------------

     14.1  NEGOTIATION.  The parties  will  attempt in good faith to resolve any
dispute  arising out of or relating to this  agreement  promptly by  negotiation
between or among  representatives  who have authority to settle the controversy.
Either  party may  escalate  any  dispute not  resolved in the normal  course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.

     Within 10  Business  Days after  delivery of the  notice,  the  appropriate
officers of each party will meet at a mutually  acceptable  time and place,  and
thereafter  as often as they deem  reasonably  necessary,  to exchange  relevant
information and to attempt to resolve the dispute.

     Either party may elect,  by giving  written  notice to the other party,  to
escalate  any dispute  arising out of or relating to the  determination  of fees
that is not  resolved in the normal  course of business or by the audit  process
set forth in Sections 12.1.2 and 12.1.3,  first to the appropriate  financial or
accounting officers to be designated by each party. The designated officers will
meet in the manner described in the preceding  paragraph.  If the matter has not
been  resolved by the  designated  officers  within 30 days after the  notifying
party's  notice,  either  party  may  elect  to  escalate  the  dispute  to  the
appropriate  (as determined by the party)  officers in accordance with the prior
paragraphs of this Section 14.1.

     14.2 UNABLE TO RESOLVE.  If a dispute has not been resolved  within 60 days
after the notifying  party's notice,  either party may continue to operate under
this  agreement  and sue the other party for  damages or seek other  appropriate
remedies as provided in this agreement. If, and only if, this agreement does not


                                       41
<PAGE>

provide a remedy (as in the case of Sections 3.4 and 4.5.  where the parties are
supposed  to reach an  agreement),  then  either  party may give the other party
written notice that it wishes to resolve the dispute or claim arising out of the
parties'  inability to agree under such Sections of this  agreement by using the
arbitration  procedure set forth in this Section  14.2.  Such  arbitration  will
occur in Kansas City Missouri, unless the parties otherwise mutually agree, with
the  precise  location  being as agreed  upon by the  parties  or,  absent  such
agreement,  at a location in Kansas City,  Missouri selected by Sprint PCS. Such
arbitration  will be  conducted  pursuant to the  procedures  prescribed  by the
Missouri  Uniform  Arbitration  Act, as amended from time to time,  or, if none,
pursuant to the rules then in effect of the American Arbitration Association (or
at any other place and by any other form of arbitration  mutually  acceptable to
the parties).  Any award rendered in such  arbitration  will be confidential and
will be final and conclusive  upon the parties,  and a judgment on the award may
be entered in any court of the forum, state or federal, having jurisdiction. The
expenses  of the  arbitration  will  be  borne  equally  by the  parties  to the
arbitration,  except  that each  party must pay for and bear the cost of its own
experts, evidence, and attorneys' fees.

     The parties  must each,  within 30 days after  either party gives notice to
the other party of the  notifying  party's  desire to resolve a dispute or claim
under the arbitration  procedure in this Section 14.2,  designate an independent
arbitrator, who is knowledgeable with regard to the wireless  telecommunications
industry,  to participate in the arbitration  hearing.  The two arbitrators thus
selected will select a third independent  arbitrator,  who is knowledgeable with
regard to the wireless telecommunications  industry, who will act as chairperson
of the board of  arbitration.  If,  within 15 days after the day the last of the
two named arbitrators is appointed. the two named arbitrators fail to agree upon
the third,  then at the request of either party,  the third  arbitrator shall be
selected  pursuant  to the  rules  then in effect  of the  American  Arbitration
Association.  The  three  independent  arbitrators  will  comprise  the board of
arbitration, which will preside over the arbitration hearing and will render all
decisions by majority  vote.  If either party  refuses or neglects to appoint an
independent arbitrator within such 30-day period, the independent arbitrator who
has been appointed as of the 31st day after the notifying party's notice will be
the sole  independent  arbitrator and will solely  preside over the  arbitration
hearing.  The arbitration hearing will commence no sooner than 30 days after the
date the last arbitrator is appointed and no later than 60 days after such date.
The  arbitration  hearing  will be  conducted  during  normal  working  hours on
Business Days without  interruption  or adjournment of more than 2 Business Days
at any one time or 6 Business Days in the aggregate.

     The  arbitrators  will  deliver  their  decision  to the parties in writing
within 10 days after the conclusion of the arbitration  hearing. The arbitration
award will be accompanied by findings of fact and a statement of reasons for the
decision. There will be no appeal from the written decision, except as permitted
by applicable law. The arbitration  proceedings,  the arbitrators' decision, the
arbitration award, and any other aspect,  matter, or issue of or relating to the
arbitration are confidential, and disclosure of such confidential information is
an actionable breach of this agreement.  Notwithstanding  any other provision of
this  agreement,  arbitration  will  not be  required  of any  issue  for  which
injunctive relief is properly sought by either party.

     14.3  ATTORNEYS AND INTENT.  If an officer  intends to be  accompanied at a
meeting  by an  attorney,  the other  party's  officer  will be given at least 3
Business Days prior notice of the intention  and may also be  accompanied  by an
attorney.  All  negotiations  under  Section 14.1 are  confidential  and will be
treated as compromise  and settlement  negotiations  for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.



                                       42
<PAGE>

     14.4 TOLLING OF CURE  PERIODS.  Any cure period under  Section 11.3 that is
less than 90 days will be tolled  during the pendency of the dispute  resolution
process.  Any cure period under  Section 11.3 that is 90 days or longer will not
be tolled during the pendency of the dispute resolution process.

                       15. REPRESENTATIONS AND WARRANTIES
                       ----------------------------------

     Each party for itself makes the following representations and warranties to
the other party:

     15.1 DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS. The party
is either a corporation,  limited liability company, or limited partnership duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  of its  organization.  Manager is  qualified to do business and in
good standing in every  jurisdiction  in which the Service Area is located.  The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.

     15.2 VALID AND BINDING OBLIGATION. This agreement constitutes the valid and
binding  obligation  of the party,  enforceable  in  accordance  with its terms,
except as may be limited by principles of equity or by  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally.

     15.3  NO  CONFLICT;  NO  DEFAULT.  Neither  the  execution,   delivery  and
performance  of  this  agreement  nor  the  consummation  by  the  party  of the
transactions  contemplated  in this  agreement  will conflict  with,  violate or
result in a breach of (a) any law, regulation, order, writ, injunction,  decree,
determination  or  award  of  any  governmental  authority  or  any  arbitrator,
applicable to such party,  (b) any term,  condition or provision of the articles
of   incorporation,   certificate   of  limited   partnership,   certificate  of
organization,   bylaws,  partnership  agreement  or  limited  liability  company
agreement  (or  other  governing  documents)  of such  party or of any  material
agreement or  instrument  to which such party is or may be bound or to which any
of its material properties or assets is subject.

     15.4 LITIGATION.  No action,  suit,  proceeding or investigation is pending
or, to the knowledge of the party,  threatened against or affecting the party or
any of its  properties,  assets or  businesses  in any court or before or by any
governmental agency that could, if adversely determined,  reasonably be expected
to have a  material  adverse  effect  on the  party's  ability  to  perform  its
obligations  under this  agreement.  The party has not  received  any  currently
effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.

                            16. REGULATORY COMPLIANCE
                            -------------------------

     16.1 REGULATORY COMPLIANCE. Manager will construct, operate, and manage the
Service Area Network in compliance with  applicable  federal,  state,  and local
laws and regulations, including Siting Regulations. Nothing in this Section 16.1


                                       43
<PAGE>

will limit  Manager's  obligations  under  Section 2.2 and the remainder of this
Section 16. Manager acknowledges that failure to comply with applicable federal,
state,  and local  laws and  regulations  in its  construction,  operation,  and
management  of the Service  Area Network may subject the parties and the License
to legal and administrative  agency actions,  including forfeiture penalties and
actions that affect the License, such as license suspension and revocation,  and
accordingly.  Manager  agrees that it will cooperate with Sprint PCS to maintain
the License in full force and effect.

     Manager  will  write  and  implement  practices  and  procedures  governing
construction  and  management  of the Service  Area Network in  compliance  with
Siting  Regulations.  Manager  will make its Siting  Regulations  practices  and
procedures  available  upon  request to Sprint PCS in the  manner  specified  by
Sprint PCS for its inspection  and review,  and Manager will modify those Siting
Regulations  practices and  procedures as may be requested by Sprint PCS.  Every
six months,  and at the request of Sprint PCS,  Manager  will  provide a written
certification  from one of Manager's chief officers that Manager's  Service Area
Network-  complies with Siting  Regulations.  Manager's first  certification  of
compliance  with  Siting  Regulations  will be provided to Sprint PCS six months
after the date of this agreement.

     Manager will conduct an audit and physical  inspection  of its Service Area
Network  at  the  request  of  Sprint  PCS to  confirm  compliance  with  Siting
Regulations,  and  Manager  will  report the  results of the audit and  physical
inspection to Sprint PCS in the form requested by Sprint PCS.  Manager will bear
the cost of  Siting  Regulations  compliance  audits  and  physical  inspections
requested by Sprint PCS.

     Manager  will  retain for 3 years  records  demonstrating  compliance  with
Siting Regulations,  including compliance audit and inspection records.  Manager
will make those  records  available  upon request to Sprint PCS for  production,
inspection,  and copying in the manner  specified by Sprint PCS. Sprint PCS will
bear the cost of production, inspection, and copying.

     16.2 FCC  COMPLIANCE.  The parties agree to comply with all  applicable FCC
rules governing the License or the Service Area Network and  specifically  agree
as follows:

          (a) The party billing a customer will advise the customer that service
     is provided  over  spectrum  licensed to Sprint  PCS.  Neither  Manager nor
     Sprint PCS will represent itself as the legal  representative  of the other
     before the FCC or any other third party, but will cooperate with each other
     with  respect to FCC matters  concerning  the  License or the Service  Area
     Network.

          (b) Sprint PCS will use  commercially  reasonable  efforts to maintain
     the License in accordance  with the terms of the License and all applicable
     laws,  policies and regulations and to comply in all material respects with
     all other legal requirements  applicable to the operation of the Sprint PCS
     Network and its  business.  Sprint PCS has sole  responsibility,  except as
     specifically  provided otherwise in Section 2.2, for keeping the License in
     full force and effect and for preparing submissions to the FCC or any other
     relevant  federal,  state or local authority of all reports,  applications,
     interconnection  agreements,  renewals,  or  other  filings  or  documents.
     Manager must  cooperate and  coordinate  with Sprint PCS' actions to comply


                                       44
<PAGE>

     with  regulatory  requirements,  which  cooperation and  coordination  must
     include, without limitation, the provision to Sprint PCS of all information
     that Sprint PCS deems necessary to comply with the regulatory requirements.
     Manager must  refrain  from taking any action that could impede  Sprint PCS
     from fulfilling its obligations under the preceding sentence,  and must not
     take any  action  that  could  cause  Sprint  PCS to  forfeit or cancel the
     License.

          (c)  Sprint  PCS  and   Manager   are   familiar   with   Sprint  PCS'
     responsibility  under  the  Communications  Act of 1934,  as  amended,  and
     applicable FCC rules.  Nothing in this agreement is intended to diminish or
     restrict Sprint PCS' obligations as an FCC Licensee and both parties desire
     that this agreement and each party's obligations under this agreement be in
     compliance with the FCC rules.

          (d)  Nothing  in  this  agreement   will  preclude   Sprint  PCS  from
     permitting,  or facilitating  resale of Sprint PCS Products and Services to
     the extent required or elected under  applicable FCC  regulations.  Manager
     will take the actions  necessary to facilitate  Sprint PCS' compliance with
     FCC regulations. To the extent permitted by applicable regulations,  Sprint
     PCS will not  authorize  a  reseller  that  desires  to sell  services  and
     products in only the Service Area to resell Sprint PCS  wholesale  products
     and services, unless Manager agrees in advance to such sales.

          (e) If a change in FCC policy or rules  makes it  necessary  to obtain
     FCC consent for the implementation, continuation or further effectuation of
     any  term  or  provision  of  this  agreement,  Sprint  PCS  will  use  all
     commercially  reasonable efforts diligently to prepare,  file and prosecute
     before the FCC all petitions, waivers, applications, amendments, rulemaking
     comments and other related documents  necessary to secure and/or retain FCC
     approval of all aspects of this  agreement.  Manager will use  commercially
     reasonable efforts to provide to Sprint PCS any information that Sprint PCS
     may request from Manager with respect to any matter  involving  Sprint PCS,
     the FCC,  the  License,  the Sprint PCS  Products and Services or any other
     products and services  approved under Section 3.2. Each party will bear its
     own costs of preparation of the documents and prosecution of the actions.

          (f) If the FCC determines that this agreement is inconsistent with the
     terms  and  conditions  of the  License  or is  otherwise  contrary  to FCC
     policies,  rules and  regulations,  or if regulatory or legislative  action
     subsequent to the date of this agreement alters the  permissibility of this
     agreement  under  the  FCC's  rules  or  other  applicable  law,  rules  or
     regulations,  then the  parties  must  use  best  efforts  to  modify  this
     agreement as necessary to cause this agreement (as modified) to comply with
     the FCC policies,  rules, regulations and applicable law and to preserve to
     the extent possible the economic arrangements set forth in this agreement.

          (g) Manager  warrants and represents to Sprint PCS that Manager is and
     at all times during the Term of this agreement  will be in compliance  with
     FCC rules and  regulations  regarding  limits on  classes  and  amounts  of
     spectrum  that may be owned by  Manager.  Manager  agrees that in the event


                                       45
<PAGE>

     that  Manager  is or at any time  becomes  in  violation  of such rules and
     regulations,   Manager  will  promptly   take  all  action   necessary  and
     appropriate  (other than terminating this agreement) to cure such violation
     and comply with such rules and regulations,  including  without  limitation
     disposing of its direct or indirect interests in cellular licenses.

     16.3 MARKING AND LIGHTING. Manager will conform to applicable FAA standards
when Siting  Regulations  require marking and lighting of Manager's Service Area
Network,  cell  sites.  Manager  will  cooperate  with  Sprint PCS in  reporting
lighting malfunctions as required by Siting Regulations.

     16.4  REGULATORY  NOTICES.  Manager will,  within 2 Business Days after its
receipt,  give Sprint PCS written notice of all oral and written  communications
it receives from regulatory  authorities  (including but not limited to the FCC,
the FAA,  state  public  service  commissions,  environmental  authorities,  and
historic   preservation   authorities)  and  complaints   respecting   Manager's
construction,  operation,  and management of the Service Area Network that could
result in actions affecting the License as well as written notice of the details
respecting such  communications and complaints,  including a copy of any written
material received in connection with such communications and complaints. Manager
will  cooperate  with  Sprint  PCS in  responding  to  such  communications  and
complaints received by Manager.  Sprint PCS has the right to respond to all such
communications  and complaints,  with counsel and consultants of its own choice.
If Sprint PCS chooses to respond to such communications and complaints,  Manager
will not respond to them without the consent of Sprint PCS, and Manager will pay
the costs of Sprint  PCS'  responding  to such  communications  and  complaints,
including reasonable attorneys' and consultants' fees,  investigation costs, and
all other reasonable costs and expenses incurred by Sprint PCS.

     16.5 REGULATORY POLICY-SETTING  PROCEEDINGS.  Manager will not intervene in
or otherwise  participate  in a rulemaking,  investigation,  inquiry,  contested
case,  or similar  regulatory  policy  setting  proceedings  before a regulatory
authority concerning the License or construction,  operation,  and management of
the Service Area Network and the Sprint PCS business  operated using the Service
Area Network.

                             17. GENERAL PROVISIONS
                             ----------------------

     17.1 NOTICES.  Any notice,  payment,  demand, or communication  required or
permitted to be given by any provision of this  agreement must be in writing and
mailed   (certified  or  registered  mail,   postage  prepaid,   return  receipt
requested),  sent by hand  or  overnight  courier,  or sent by  facsimile  (with
acknowledgment  received and a copy sent by overnight courier),  charges prepaid
and addressed as described on the Notice Address Schedule attached to the Master
Signature  Page,  or to any other  address or number as the person or entity may
from time to time specify by written notice to the other parties.

     All notices and other  communications  given to a party in accordance  with
the  provisions  of this  agreement  will be  deemed  to have  been  given  when
received.

     17.2 CONSTRUCTION. This agreement will be construed simply according to its
fair meaning and not strictly for or against either party.



                                       46
<PAGE>

     17.3 HEADINGS. The table of contents,  section and other headings contained
in this  agreement  are for  reference  purposes  only and are not  intended  to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

     17.4  FURTHER  ACTION.  Each party  agrees to perform all further  acts and
execute,   acknowledge,  and  deliver  any  documents  that  may  be  reasonably
necessary,  appropriate,  or  desirable  to carry out the intent and purposes of
this agreement.

     17.5 COUNTERPART EXECUTION. This agreement will be executed by affixing the
par-ties'  signatures to the Master Signature Page, which Master Signature Page,
and thus this agreement,  may be executed in any number of counterparts with the
same effect as if both par-ties had signed the same document.  All  counterparts
will be construed together and will constitute one agreement.

     17.6 SPECIFIC PERFORMANCE.  Each party agrees with the other party that the
party would be  irreparably  damaged if any of the  provisions of this agreement
were not performed in  accordance  with their  specific  terms and that monetary
damages alone would not provide an adequate remedy.  Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled,  at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and  specifically to enforce the terms and provisions
of this agreement.

     17.7 ENTIRE AGREEMENT;  AMENDMENTS.  The provisions of this agreement,  the
Services Agreement and the Trademark License Agreements  (including the exhibits
to those  agreements) set forth the entire agreement and  understanding  between
the parties as to the subject  matter of this  agreement and supersede all prior
agreements,  oral or  written,  and other  communications  between  the  parties
relating to the subject matter of this  agreement.  Except for Sprint PCS' right
to amend the Program  Requirements  in accordance with Section 9.2 and its right
to unilaterally  modify and amend certain other provisions as expressly provided
in this  agreement,  this agreement may be modified or amended only by a written
amendment signed by persons or entities  authorized to bind each party and, with
respect to the sections set forth for Sprint on the Master  Signature  Page, the
persons or entities authorized to bind Sprint.

     17.8  LIMITATION  ON RIGHTS OF  OTHERS.  Except as set forth on the  Master
Signature  Page for  Sprint,  nothing  in this  agreement,  whether  express  or
implied,  will be  construed to give any person or entity other than the parties
any legal or  equitable  right,  remedy  or claim  under or in  respect  of this
agreement.

     17.9 WAIVERS.

          17.9.1  WAIVERS-GENERAL.  The observance of any term of this agreement
may  be  waived  (whether  generally  or in a  particular  instance  and  either
retroactively or  prospectively)  by the party entitled to enforce the term, but
any waiver is effective  only if in a writing  signed by the party against which
the waiver is to be asserted. Except as otherwise provided in this agreement, no


                                       47
<PAGE>

failure or delay of either  party in  exercising,  any power or right under this
agreement will operate as a waiver of the power or right, nor will any single or
partial exercise of any right or power preclude any other or further exercise of
the right or power or the exercise of any other right or power.

          17.9.2  WAIVERS-MANAGER.  Manager is not in breach of any  covenant in
this agreement and no Event of Termination will have occurred as a result of the
occurrence of any event,  if Manager had delegated to Sprint  Spectrum under the
Services  Agreement  (or any  successor to that  agreement)  responsibility  for
taking any action necessary to ensure compliance with the covenant or to prevent
the occurrence of the event.

          17.9.3 FORCE MAJEURE.  Neither Manager nor Sprint PCS, as the case may
be. is in breach of any covenant in this  agreement and no Event of  Termination
will  occur  as a result  of the  failure  of such  party to  comply  with  such
covenant,  if such party's  noncompliance  with the covenant  results  primarily
from:  (i) any FCC order or any  other  injunction  issued  by any  governmental
authority impeding the party's ability to comply with the covenant;

               (ii) the  failure  of any  governmental  authority  to grant  any
          consent,  approval,  waiver, or authorization or any delay on the part
          of any  governmental  authority  in granting  any  consent,  approval,
          waiver or authorization;

               (iii) the failure of any vendor to deliver in a timely manner any
          equipment or services; or

               (iv)  any act of God,  act of war or  insurrection,  riot,  fire,
          accident,   explosion,   labor  unrest,  strike,  civil  unrest,  work
          stoppage,  condemnation  or any similar cause or event not  reasonably
          within the control of such party.

     17.10  WAIVER OF JURY  TRIAL.  EACH PARTY  WAIVES,  TO THE  FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     17.11 BINDING EFFECT. Except as otherwise provided in this agreement,  this
agreement  is binding  upon and inures to the  benefit of the  parties and their
respective and permitted  successors,  transferees,  and assigns,  including any
permitted  successor,  transferee  or assignee of the Service Area Network or of
the License.  The parties intend that this agreement bind only the party signing
this agreement and that the agreement is not binding on the Related Parties of a
party unless the agreement expressly provides that Related Parties are bound.

     17.12  GOVERNING  LAW. The internal laws of the State of Missouri  (without
regard to principles of conflicts of law) govern the validity of this agreement,
the construction of its terms, and the  interpretation  of the rights and duties
of the parties.

     17.13 SEVERABILITY. The parties intend every provision of this agreement to
be severable. If any provision of this agreement is held to be illegal, invalid,
or  unenforceable  for any reason,  the parties  intend that a court enforce the
provision to the maximum  extent  permissible  so as to effect the intent of the
parties (including the enforcement of the remaining provisions). If necessary to
effect the intent of the parties,  the parties  will  negotiate in good faith to
amend this agreement to replace the unenforceable  provision with an enforceable
provision that reflects the original intent of the parties.



                                       48
<PAGE>

     17.14  LIMITATION OF LIABILITY.  NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS,  ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT
OF BUSINESS UNDER,  OR BREACH OF, THIS  AGREEMENT,  EXCEPT WHERE SUCH DAMAGES OR
LOSS OF PROFITS  ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION
AGAINST WHICH A PARTY TO THIS  AGREEMENT HAS A SPECIFIC  OBLIGATION TO INDEMNIFY
ANOTHER PARTY TO THIS AGREEMENT.

     17.15 NO ASSIGNMENT; EXCEPTIONS.

     17.15.1 GENERAL.  Neither party will,  directly or indirectly,  assign this
agreement  or any of the  party's  rights or  obligations  under this  agreement
without  the prior  written  consent  of the other  party,  except as  otherwise
specifically  provided in this Section 17.15. Sprint PCS may deny its consent to
any assignment or transfer in its sole discretion  except as otherwise  provided
in this Section 17.15.

     Any  attempted  assignment  of this  agreement in violation of this Section
17.15 will be void and of no effect.

     A party may assign this  agreement to a Related Party of the party,  except
that  Manager  cannot  assign  this  agreement  to a  Related  Party  that  is a
significant competitor of Sprint, Sprint PCS or their respective Related Parties
in the  telecommunications  business.  Except as provided in Section 17.15.5, an
assignment  does not  release  the  assignor  from its  obligations  under  this
agreement  unless the other party to this  agreement  consents in  writiri_2  in
advance to the assignment and expressly grants a release to the assignor.

     Except as  provided  in Section  17.15.5,  Sprint PCS must not assign  this
agreement to any entity that does not also own the License  covering the Service
Area directly or  indirectly  through a Related  Party.  Manager must not assign
this  agreement to any entity  (including a Related  Party),  unless such entity
assumes all rights and obligations under the Services  Agreement,  the Trademark
License Agreements and any related agreements.

          17.15.2 ASSIGNMENT RIGHT OF MANAGER TO FINANCIAL LENDER. If Manager is
no longer able to satisfy  its  financial  obligations  and other  duties,  then
Manager has the right to assign its  obligations and rights under this agreement
to its Financial Lender, if:

          (a) Manager or Financial  Lender  provides Sprint PCS at least 10 days
     advance written notice of such assignment;

          (b) Financial Lender cures or commits to cure any outstanding material
     breach of this agreement by Manager prior to the end of any applicable cure
     period. If Financial Lender fails to make a timely cure then Sprint PCS may
     exercise its rights under Section 11;



                                       49
<PAGE>

          (c)  Financial  Lender  agrees to serve as an interim  trustee for the
     obligations  and duties of Manager under this agreement for a period not to
     exceed 180 days. During this interim period, Financial Lender must identify
     a proposed  successor to assume the obligations and rights of Manager under
     this agreement;

          (d) Financial  Lender assumes all of Manager's  rights and obligations
     under the Services  Agreement,  the Trademark  License  Agreements  and any
     related agreements; and

          (e) Financial  Lender provides to Sprint PCS advance written notice of
     the  proposed  successor to Manager that  Financial  Lender has  identified
     ("SUCCESSOR  NOTICE").  Sprint  PCS may give to  Financial  Lender  written
     notice  of  Sprint  PCS'  decision  whether  to  consent  to such  proposed
     successor within 30 days after Sprint PCS' receipt of the Successor Notice.
     Sprint PCS may not unreasonably  withhold such consent,  except that Sprint
     PCS is not required to consent to a proposed successor that:

               (i) has, in the past,  materially  breached prior agreements with
          Sprint PCS or its Related Parties;

               (ii) is a  significant  competitor  of Sprint PCS or its  Related
          Parties in the telecommunications business;

               (iii) does not meet Sprint PCS' reasonable credit criteria;

               (iv) fails to execute an  assignment  of all  relevant  documents
          related to this  agreement  including  the Services  Agreement and the
          Trademark License Agreements; or

               (v)  refuses to assume  the  obligations  of  Manager  under this
          Agreement,  the Services  Agreement,  the Trademark License Agreements
          and any related agreements.

     If Sprint PCS fails to provide a response  to  Financial  Lender  within 30
days after receiving the Successor Notice, then the proposed successor is deemed
rejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1 is
deemed acceptable to Sprint PCS.

          17.15.3 CHANGE OF CONTROL  RIGHTS.  If there is a Change of Control of
Manager, then:

          (a)  Manager  must  provide  to  Sprint  PCS  advance  written  notice
     detailing  relevant and  appropriate  information  about the new  ownership
     interests effecting the Change of Control of Manager.

          (b) Sprint PCS must provide to Manager  written notice of its decision
     whether to consent to or reject the  proposed  Change of Control  within 30
     days after its  receipt  of such  notice.  Sprint PCS may not  unreasonably
     withhold such consent, except that Sprint PCS is not required to consent to
     a Change of Control in which:

                                       50
<PAGE>

               (i) the final  controlling  entity or any of its Related  Parties
          has in the past materially  breached prior  agreements with Sprint PCS
          or its Related Parties;

               (ii) the final  controlling  entity or any of its Related Parties
          is a significant  competitor  of Sprint PCS or its Related  Parties in
          the telecommunications business;

               (iii) the final  controlling  entity  does not meet  Sprint  PCS'
          reasonable credit criteria;

               (iv) the final controlling  entity fails to execute an assignment
          of all relevant  documents  related to this  agreement  including  the
          Services Agreement and the Trademark License Agreements; or

               (v) the final controlling entity or its Related Parties refuse to
          assume the obligations of Manager under this agreement.

          (c) In the event that  Sprint  PCS  provides  notice  that it does not
     consent to the Change of Control, Manager is entitled to either:

               (i) contest such determination pursuant to the dispute resolution
          procedure in Section 14; or

               (ii) abandon the proposed Change of Control.

          (d) Nothing in this agreement requires Sprint PCS' consent to:

               (i) a public offering of Manager that does not result in a Change
          of Control  (i.e., a shift from one party being in control to no party
          being in control is not a Change of Control); or

               (ii)  a  recapitalization   or  restructuring  of  the  ownership
          interests of Manager that Manager determines is necessary to:

                    (A) facilitate the  acquisition of commercial  financing and
               lending  arrangements that will support Manager's  operations and
               efforts to fulfill its obligations under this agreement; and

                    (B) that does not constitute a Change of Control.

          (e) "CHANGE OF CONTROL" means a situation where in any one transaction
     or series of related transactions  occurring during any 365-day period, the
     ultimate parent entity of the Manager  changes.  The ultimate parent entity
     is to be determined using the Hart-Scott-Rodino  Antitrust Improvements Act
     of 1976 rules. A Change of Control does not occur if:

               (i)  a  party  changes  the  form  of  its  organization  without
          materially changing their ultimate ownership (e.g.,  converting from a
          limited partnership to a limited liability company); or



                                       51
<PAGE>

               (ii) one of the owners of the party on the date of this agreement
          or on the date of the closing of Manager's initial equity offering for
          purposes of financing its obligations under this agreement  ultimately
          gains  control  over the party,  unless  such  party is a  significant
          competitor  of  Sprint  PCS or  Sprint  PCS'  Related  Parties  in the
          telecommunications business.

          17.15.4 RIGHT OF FIRST REFUSAL. Notwithstanding any other provision in
this agreement,  Manager grants Sprint PCS the right of first refusal  described
below.  If  Manager  determines  it wishes  to sell an  Offered  Interest,  upon
receiving any Offer to purchase an Offered Interest,  Manager agrees to promptly
deliver to Sprint PCS an Offer Notice.  The Offer Notice is deemed to constitute
an offer to sell to Sprint PCS, on the terms set forth in the Offer, all but not
less than all of the Offered Interest.  Sprint PCS will have a period of 60 days
from the date of the Offer  Notice to notify  Manager that it agrees to purchase
the Offered  Interest on such terms.  If Sprint PCS timely  agrees in writing to
purchase  the Offered  Interest,  the parties will  proceed to  consummate  such
purchase  not later  than the 180th day after the date of the Offer  Notice.  If
Sprint PCS does not agree  within  the 60-day  period to  purchase  the  Offered
Interest,  Manager will have the right, for a period of 120 days after such 60th
day,  subject to the  restrictions  set forth in this Section 17, to sell to the
person or entity  identified in the Offer Notice all of the Offered  Interest on
terms and  conditions  no less  favorable to Manager than those set forth in the
Offer. If Manager fails to sell the Offered Interest to such person or entity on
such terms and  conditions  within such  120-day  period,  Manager will again be
subject to the  provisions  of this Section  17.15.4 with respect to the Offered
Interest.

          17.15.5 TRANSFER OF SPRINT PCS NETWORK.  Sprint PCS may sell, transfer
or assign the Sprint PCS Network or any of the  Licenses,  including  its rights
and  obligations  under this agreement,  the Services  Agreement and any related
agreements,  to a third  party  without  Manager's  consent so long as the third
party assumes the rights and  obligations  under this agreement and the Services
Agreement.  Manager agrees that Sprint PCS and Sprint PCS' Related  Parties will
be released from any and all  obligations  under and with respect to any and all
such agreements  upon such sale,  transfer or assignment in accordance with this
Section 17.15.5,  without the need for Manager to execute any document to effect
such release.

     17.16  PROVISION  OF  SERVICES  BY SPRINT  SPECTRUM.  As  described  in the
Recitals,  the party or  parties to this  agreement  that own the  Licenses  are
referred to in this agreement as "SPRINT PCS." Sprint Spectrum will provide most
or all of the  services  required  to be  provided  by  Sprint  PCS  under  this
agreement  on behalf of Sprint  PCS,  other than the  services to be rendered by
Manager. For example,  Sprint Spectrum is the party to the contracts relating to
the national distribution  network, the roaming and long distance services,  and
the procurement arrangements. Accordingly, Sprint PCS and Manager will deal with
Sprint Spectrum to provide many of the attributes of the Sprint PCS Network.

     17.17  NUMBER  PORTABILITY.  Manager  understands  that the manner in which
customers  are assigned to the Service  Area  Network  could change as telephone
numbers become  portable  without any relation to the service area in which they
are initially activated.  To the extent the relationship between NPA-NXX and the

                                       52
<PAGE>


Service Area changes,  Sprint PCS will develop an alternative  system to attempt
to assign  customers  who  primarily  live and work in the  Service  Area to the
Service  Area.  The terms of this  agreement  will be deemed  to be  amended  to
reflect the new system that Sprint PCS develops.

     17.18 DISCLAIMER OF AGENCY. Neither party by this agreement makes the other
party a legal  representative  or agent of the party, nor does either party have
the right to obligate  the other party in any manner,  except if the other party
expressly  permits the  obligation by the party or except for provisions in this
agreement expressly authorizing one party to obligate the other.

     17.19  INDEPENDENT  CONTRACTORS.  The  parties  do not intend to create any
partnership, joint venture or other profit-sharing arrangement,  landlord-tenant
or  lessor-lessee  relationship,  employer-employee  relationship,  or any other
relationship other than that expressly provided in this agreement. Neither party
to this agreement has any fiduciary duty to the other party.

     17.20  EXPENSE.  Each  party  bears  the  expense  of  complying  with this
agreement except as otherwise expressly provided in this agreement.  The parties
must not allocate any employee cost or other cost to the other party,  except as
otherwise  provided  in the  Program  Requirements  or to the extent the parties
expressly arising in advance to the allocation.

     17.21 GENERAL TERMS.

          (a)  This  agreement  is to be  interpreted  in  accordance  with  the
     following rules of construction:

               (i) The  definitions in this agreement  apply equally to both the
          singular  and plural  forms of the terms  defined  unless the  context
          otherwise requires.

               (ii) The words  "include,"  "includes" and "including" are deemed
          to be followed by the phrase "without limitation

               (iii) All  references in this  agreement to Sections and Exhibits
          are references to Sections of, and Exhibits to, this agreement, unless
          otherwise specified; and

               (iv) All  references  to any  agreement  or other  instrument  or
          statute or regulation are to it as amended and supplemented  from time
          to  time  (and,  in  the  case  of a  statute  or  regulation,  to any
          corresponding provisions of successor statutes or regulations), unless
          the context otherwise requires.

          (b) Any  reference  in this  agreement  to a "day" or number of "days"
     (without  the explicit  qualification  of  "BUSINESS")  is a reference to a
     calendar day or number of calendar  days.  If any action or notice is to be
     taken or given on or by a particular  calendar day, and the calendar day is
     not a Business  Day, then the action or notice may be taken or given on the
     next Business Day.

     17.22  CONFLICTS WITH OTHER  AGREEMENTS.  The provisions of this Management
Agreement  govern  over  those  of the  Services  Agreement  if  the  provisions
contained in this agreement  conflict with analogous  provisions in the Services


                                       53
<PAGE>

Agreement. The provisions of each Trademark License Agreement governs over those
of this  agreement if the provisions  contained in this agreement  conflict with
analogous provisions in a Trademark License Agreement.

     17.23 SURVIVAL UPON TERMINATION. The provisions of Sections 10, 11.4, 11.5,
11.6.  12.2, 13, 14, 16 and 17 of this agreement will survive any termination of
this agreement.

     17.24  ANNOUNCED  TRANSACTION.   print  Enterprises,  L.P.,  TCI  Telephony
Services,  Inc., Comcast Telephony  Services and Cox Telephony  Partnership have
executed a  Restructuring  and Merger  Agreement  and  related  agreements  that
provide for  restructuring  the ownership of Sprint  Spectrum  L.P.,  SprintCom,
Inc.,  PhillieCo  Partners  1,  L.P.,  and Cox  Communications  PCS,  L.P.  Upon
consummation of the transactions contemplated by those agreements,  Sprint would
control each of the four  entities.  While Sprint and Sprint PCS  anticipate the
proposed transactions will be consummated, there can be no assurances.

     17.25 ADDITIONAL TERMS AND PROVISIONS.  Certain additional and supplemental
terms and provisions of this agreement, if any, are set forth in the Addendum to
Sprint PCS Management  Agreement attached hereto and incorporated herein by this
reference.  Manager represents and warrants that the Addendum also describes all
existing contracts and arrangements (written or verbal) that relate to or affect
the  rights of Sprint  PCS or Sprint  under  this  agreement  (e.g.,  agreements
relating to long  distance  telephone  services  (Section  3.4) or backhaul  and
transport services (Section 3.7)).

     17.26  MASTER  SIGNATURE  PAGE.  Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement,  which document is incorporated  herein
by this reference.

     17.27 AGENT  AUTHORIZATION.  Because of the close operational  relationship
between the parties  listed  together  below,  each entity  authorizes the other
entity  to act on its  behalf  in  every  capacity  under  this  agreement:  (a)
WirelessCo,  L.P. and Sprint Spectrum L.P.; (b) Cox PCS License,  L.L.C. and Cox
Communications PCS, L.P.; (e) APC PCS, LLC and American PCS Communications, LLC;
and (d) PhillieCo, L.P. and PhillieCo Partners I, L.P.




                                       54
<PAGE>





                                   SPRINT PCS

                              MANAGEMENT AGREEMENT



                                     BETWEEN



                                WIRELESSCO, L.P.,



                                 SPRINTCOM, INC.



                              SPRINT SPECTRUM L.P.



                                       AND



                         BRIGHT PERSONAL COMMUNICATIONS

                                  SERVICES, LLC



                          DATED AS OF OCTOBER 13, 1999




                        CONFIDENTIAL TREATMENT REQUESTED

     Confidential Portions of This Agreement Which Have been Redacted are Marked
With Brackets ("[***]"). The Omitted Material has been Filed Separately with The
Securities and Exchange Commission.

                                   ADDENDUM I
                                       TO
                         SPRINT PCS MANAGEMENT AGREEMENT

Manager:          Bright Personal Communications Services, LLC

Service Area:     Battle Creek, MI                            BTA #33
                   (Service Area is limited.  Reference Exhibit 2.1 for coverage
                        description.)
                  Benton Harbor, MI                           BTA #39
                   (Service Area is limited.  Reference  Exhibit 2.1 for
                        coverage description.)
                  Dayton-Springfield, OH (Mercer County)      BTA #106
                  Elkhart, IN                                 BTA #126
                  Fort Wayne, IN                              BTA #155
                  Kalamazoo, MI                               BTA #223
                   (Service Area is limited.  Reference  Exhibit 2.1 for
                        coverage description.)
                  Kokomo-Logansport, IN                       BTA #233
                  Findlay-Tiffin, OH                          BTA #143
                  Lima, OH                                    BTA #255
                  Marion, IN                                  BTA #280
                  Michigan City-La Porte, IN                  BTA #294
                   (Service Area is limited.  Reference  Exhibit 2.1 for
                        coverage description.)
                  South Bend-Mishawaka, IN                    BTA #424
                  Toledo, OH                                  BTA #444
                   (Service Area is limited.  Reference  Exhibit 2.1 for
                        coverage description.)

          This Addendum contains certain  additional and supplemental  terms and
provision of that  certain  Sprint PCS  Management  Agreement  (the  "Management
Agreement") entered into  contemporaneously with and by the same parties as this
Addendum. The terms and provisions of the Addendum control,  supersede and amend
any  conflicting  terms and provisions  contained in the  Management  Agreement.
Except for express modification made in this Addendum,  the Management Agreement
continues in full force and effect.

          Capitalized terms used and not otherwise defined in this Addendum have
the meaning ascribed to them in the Schedule of Definitions. Section and Exhibit
references  are to Sections  and  Exhibits of the  Management  Agreement  unless
otherwise noted.

          The Management Agreement is modified as follows:

          1. Program  Requirements.  Section 1.2 of the Agreement is modified by
the  addition  of the  introductory  phrase  "Subject  to  Section  9.2 of  this
Agreement," to the first sentence of the Section.

                                       1
<PAGE>
                                         [***]- CONFIDENTIAL TREATMENT REQUESTED

          2.  Financing.  (a) The  word  "and" is  inserted  between  the  words
"thereto" and "before" in the last sentence of Section 1.7.

               (b) The following paragraph is added at the end of Section 1.7:

          Sprint  PCS  agrees  to  propose   modifications   to  the  Management
          Agreement,  and perhaps to the Schedule of  Definitions,  the Services
          Agreement,  the Sprint  Trademark and Service Mark License  Agreement,
          and the Sprint Spectrum  Trademark and Service Mark License Agreement,
          that  will  enhance  Manager's  ability  to obtain  financing  for the
          Service  Area  Network.  Sprint PCS will not be  required to offer the
          Manager  subsequent  modifications  offered  or agreed  to with  Other
          Managers   subsequent  to  the  initial  set  of   modifications.

          3.  Distribution of Fixed Wireless Local Loop. The following  sentence
is added at the end of Section 2.4:

         In any  geographic  area within the  Service  Area in which a member of
         Manager  operates as an incumbent local exchange carrier as of the date
         of this  agreement,  Manager may designate such member as the exclusive
         distributor  of the fixed  wireless local loop product in the territory
         served by such local exchange carrier.

          4. Asset  Transfer.  Manager  may  purchase  from Sprint PCS under the
terms of the Asset  Purchase  Agreement,  substantially  in the form attached to
this Addendum as Exhibit 2.6, the assets listed on Exhibit A to such  agreement.
The parties  recognize and  acknowledge  that the exhibits to the Asset Purchase
Agreement  will be  completed  by Sprint  PCS prior to the  closing  under  such
agreement,  and  that a due  diligence  investigation  will  be  undertaken  and
completed  by Manager  prior to its  determination  of whether to make the asset
transfer contemplated under Section 2.6 of the agreement. The purchase price for
the assets under the Asset Purchase  Agreement is estimated by the parties to be
[***] for sites for which  there is an  executed  lease as of the closing of the
asset transfer, with the exception of Henry County site, and [***] for sites for
which there is not an executed lease as of the closing of the asset transfer.

          5. Long  Distance  Pricing.  (a) The first  sentence of Section 3.4 is
deleted in its entirety and replaced by the following language:

         Manager must  purchase  long-distance  telephony  services  from Sprint
         through Sprint PCS both (i) to provide long-distance  telephony service
         to users of the Sprint PCS Network and (ii) to connect the Service Area
         Network with national  platforms used by Sprint PCS to provide services
         to Manager under the agreement  and/or the Services  Agreement.  Sprint
         will bill Sprint PCS for such services  rendered to Sprint PCS, Manager
         and all Other Managers,  and in turn,  Sprint PCS will bill Manager for
         the  services  used by Manager.  Manager will be charged the same price
         for such  long-distance  service  as Sprint  PCS is  charged  by Sprint
         (excluding  interservice  area  long-distance  travel  rates)  plus  an
         additional administrative fee to cover Sprint PCS' processing costs.

                                       2
<PAGE>


          (b) The following  sentence is added as a second  paragraph in Section
3.4: "Manager may not resell the long-distance  telephony services acquired from
Sprint under this Section 3.4."

          6.  Voluntary  Resale  of  Products  and  Services.  Section  3.5.2 is
modified by amending the second sentence of the second paragraph in its entirety
to read as follows:  "If Manager wants handsets of subscribers of resellers with
NPA-NXXs of Manager to be activated, Manager must agree to comply with the terms
of the program, including its pricing provisions."

          7.  Right  of Last  Offer.  Section  3.7 is  modified  by  adding  the
following language: "(other than backhaul services relating to national platform
and IT application  connections,  which Manager must purchase from Sprint)" both
between (i) "Service Area Network" and "if Manager  decides to use" in the first
sentence  of the first  paragraph  and (ii) "for  these  services"  and "and the
agreement was not made" in the first sentence of the second paragraph.

          8.  Existing  Service  Offerings.  Sprint PCS agrees  that the current
local  exchange,  Internet  access,  long-distance,  paging,  cable  television,
satellite  delivered  television  and  Signaling  Transfer  Points for Signaling
Switching 7 service  offerings of Manager or its Related  Parties,  as currently
branded, do not violate any provision of the Management Agreement. This approval
does not, however,  represent  approval of any changes to such offerings that do
not comply with the Management Agreement.

          9.  Deployment  of  Cellular by  Manager's  Related  Parties.  Neither
Manager,  nor any of its Related Parties who do not offer cellular service as of
the  date of this  agreement,  may  market  or sell  any  cellular  products  or
services.  Manager's  Related  Parties who have the  ability to control,  either
through the  ownership of voting  securities  or  otherwise,  the  management or
operations  of an entity  that  offers  cellular  service as of the date of this
agreement may permit such entity to continue to provide such service, subject to
the following terms and conditions:

               (a) the geographic  scope of the cellular service will not expand
outside of the following RSAs:

               RSA #2 Ohio,      Minority Owner:  Sycamore Telephone Company
               RSA #5 Ohio       Minority Owners: Sycamore Telephone Company and
                                                  Benton Ridge Telephone Company
               RSQ #6 Ohio,      Minority Owner:  Doylestown Telephone Company

               (b) unless earlier  approved in writing by Sprint PCS,  Manager's
Related Parties will not "substantially convert" (as defined below) any cellular
businesses to digital wireless  technology prior to the date that is three years
after the date of this agreement;

               (c) the  management  of Manager and its Related  Parties  will be
separate  and  distinct,  except  that  the  chief  executive  officer  (or such
officer's functional equivalent in title or responsibility) may be a part of the
executive management for Manager and its Related Parties;

               (d) the sales and marketing personnel for Manager's Related Party
that  provides  cellular  service  cannot be a part of the  sales and  marketing


                                       4
<PAGE>

personnel of the Manager and vice versa;  additionally,  the Manager's sales and
marketing  personnel  cannot  disclose  Sprint PCS  proprietary  information  to
parties  other than the Manager  without  prior  consent  from  Sprint PCS;

               (e) Manager and its Related Party that provides  cellular service
will at all times have separate agreements with their distributors.

As used in this  paragraph,  "substantially  convert"  means to  offer,  sell or
distribute  any  wireless  service that uses a digital or dual mode handset that
utilizes digital technology deployed on cellular licenses and frequencies within
the Service Area. The prohibition  contained in this paragraph does not prohibit
the use of  digital  technology  for the  delivery  or  provisioning  of  analog
cellular  services that use analog  handsets,  nor does it prohibit Manager from
offering  dual mode  handsets  to cellular  customers  that send and receive (i)
analog  cellular   products  and  services   utilizing   cellular  licenses  and
frequencies  and (ii) digital  Sprint PCS  Products  and Services and  Manager's
Products and Services.

          10.  Implementation of Pricing Plans.  Section 4.4 of the Agreement is
modified by the inclusion of the following language between the first and second
sentences of the last paragraph of that Section (the first sentence  ending with
the phrase "and  applicable time frames required for Sprint PCS to implement the
proposed  pricing  plan"  and the  second  sentence  beginning  with the  phrase
"Manager agrees to promptly reimburse Sprint PCS"):

          Manager  shall have five (5)  Business  Days after the  receipt of the
          Sprint PCS  estimate  to notify  Sprint PCS of its desire to have such
          proposed pricing plan  implemented.  If Manager fails to notify Sprint
          PCS within five (5) Business Days of such desire to implement,

          11. Required Advertising Expenditures. The following sentence is added
at the  end of  Section  6.2:  "Any  advertising  required  of  Manager  will be
commercially reasonable."

          12.  Non-termination of Agreement.  The following language is added at
the end of  Section  11.5.3  and  Section  11.6.4:  "but  such  action  does not
terminate this agreement."

          13. Term of Confidentiality.  In both Section 12.2(a) of the agreement
and Section 5.2(a) of the Services Agreement, 3 years is changed to 5 years.

          14.  Sitting  Compliance  Audits.  Section  16.1 of the  agreement  is
modified by the deletion of the phrase "Every six months" found in sentence 3 of
paragraph 2, and its replacement with the phrase "Every 12 months".

          15.  Regulatory  Notices.  Section  16.4  of the  Agreement  regarding
regulatory  notices is modified by the deletion of the phrase "within 2 Business
Days" found in the first sentence of this Section and its  replacement  with the
phrase "within 5 Business Days".

          16. Force  Majeure.  Section  17.9.3,  Force  Majeure,  is modified by
addition of the following sentence:

                                       4
<PAGE>

               For the purposes of this Section, an event results primarily from
               the  actions  of a  governmental  authority,  vendor or other act
               beyond the  control of a party if, and only if, the event was not
               precipitated by a finally adjudged breach of contract,  tortuous,
               or other wrongful act of the party claiming such excuse.

          17. Binding Effect.  Section 17.11 of the Agreement is modified by the
addition of the following sentence:

               The parties  further intend that,  unless  expressly  provided in
               this  agreement,  its  exhibits,   attachments  or  addenda,  the
               covenants  not to compete and other  restrictions  on the sale of
               goods  or  services  contained  within  those  documents  are not
               binding   on  the   officers,   directors,   employees,   agents,
               shareholders or members of Manager or its Related Parties.

          18. Member Transfers. Notwithstanding anything to the contrary herein,
any member of Manager  may assign  its rights and  obligations  under  Manager's
Operating  Agreement to another member of Manager,  in whole or in part, without
Sprint PCS' consent if such transfer does not result in a "Change in Control" of
Manager, as defined in Section 17.15.3(e) of the agreement.

          19. Announced Transactions. Section 17.24 is deleted in its entirety.

          20.  Additional  Terms and  Provisions.  The phrase "the Addendum also
describes"  is  deleted  from the second  sentence  of  Section  17.25,  and the
following  language is inserted at the end of that second  sentence:  "have been
disclosed  verbally or in writing to Sprint  PCS,  and  photocopies  of any such
written agreements will be delivered to Sprint PCS upon its request".

          21. Federal  Contractor  Compliance.  A new Section 17.28, the text of
which is attached as Exhibit A, is added and incorporated by this reference.

          22. Year 2000 Compliance. The following Section 17.29 is added:

               17.29  Year  2000   Compliance.   Sprint  PCS  and  Manager  each
          separately  represents  and  warrants  that any  system  or  equipment
          acquired,  operated or  designated  by it for use in the Service  Area
          Network or for use to support  the  Service  Area  Network,  including
          (without limitation)  billing,  ordering and customer service systems,
          will be capable of correctly  processing  and receiving  date data, as
          well as properly  exchanging date data with all products (for example,
          hardware,  software and firmware)  with which the Service Area Network
          is designed to be used,  and will not  malfunction or fail to function
          due to an inability to process correctly date data in conformance with
          Sprint PCS  requirements  for "Year 2000  Compliance."  If the Service
          Area  Network or any system used to support the Service  Area  Network
          fails to operate as warranted due to defects or failures in any system
          or equipment  selected by Manager  (including  systems or equipment of


                                       5
<PAGE>

          third party vendors and subcontractors selected by Manager rather than
          by Sprint PCS) Manager  will,  at its own  expense,  make the repairs,
          replacements or upgrades  necessary to correct the failure and provide
          a Year 2000  Compliant  Service  Area  Network.  If the  Service  Area
          Network or any system used to support the Service Area  Network  fails
          to operate as  warranted  due to defects or failures in any systems or
          equipment  selected by Sprint PCS  (including  systems or equipment of
          third  party  vendors and  subcontractors  that Sprint PCS selects and
          requires  Manager to use),  Sprint PCS will, at its own expense,  make
          the repairs, replacements or upgrades necessary to correct the failure
          and provide a Year 2000 Compliant Service Area Network.

               "Year 2000  Compliance"  means the functions,  calculations,  and
          other  computing  processes of the Service Area Network  (collectively
          "Processes")  that  perform and  otherwise  process,  date-arithmetic,
          display,  print  or  pass  date/time  data  in  a  consistent  manner,
          regardless  of the date in time on which the  Processes  are  actually
          performed  or the  dates  used  in  such  data  or the  nature  of the
          date/time data input is affected by leap years. To the extent any part
          of the  Services  Area  Network is intended to be used in  combination
          with other software,  hardware or firmware,  it will properly exchange
          date/time data with such software,  hardware or firmware.  The Service
          Area  Network will accept and respond to  two-digit  year-date  input,
          correcting or supplementing as necessary, and store, print, display or
          pass date/time data in a manner that is unambiguous as to century.  No
          date/time  data will  cause any part of the  Service  Area  Network to
          perform an abnormally  ending routine or function within the Processes
          or generate incorrect final values or invalid results.

          23. Services Agreement with Horizon Personal  Communications,  Inc. If
that certain Services  Agreement,  dated September __, 1999, between Manager and
Horizon  Personal  Communications,  Inc. (the "Horizon  Services  Agreement") is
terminated for any reason,  then Manager will obtain all Available Services from
Sprint PCS under the Services Agreement.

          24.  Service  Period.  Section  2.1.3  of the  Services  Agreement  is
modified  by  addition  of the  following  phrase to the first  sentence of such
Section: "Except as otherwise provided in Section 3.2 of this agreement".

          25. Payment of Fees Under Services  Agreement.  The second sentence of
Section 3.1 of the Services Agreement is deleted in its entirety and replaced by
the following two sentences:

          Except with  respect to fees paid for  billing-related  services,  the
          monthly  charge for any fees based on the number of subscribers of the
          Service  Area  Network  will be  determined  based  on the  number  of
          subscribers  as of the 15th day of the month  for which the  charge is
          being  calculated.  With  respect  to fees  paid  for  billing-related
          services,  the  monthly  charge  for any fees  based on the  number of
          subscribers  will be based on the number of gross  activations  in the


                                       6
<PAGE>

          month for which the  charge  is being  calculated  plus the  number of
          subscribers  of the Service  Area Network on the last day of the prior
          calendar month.

          26. Ownership of Spectrum. (a) Sprint PCS represents and warrants that
on the date of the agreement it owns licenses to provide  wireless  services for
at least 20 MHz of spectrum  in the  following  BTAs  within the  Service  Area:
Battle Creek, MI; Kalamazoo,  MI;  Kokomo-Logansport,  IN;  Findlay-Tiffin,  OH;
Lima, OH; Marion, IN; and Toledo, OH.

          (b)  Sprint  PCS  represents  and  warrants  that  on the  date of the
agreement it owns licenses to provide  wireless  services for 10 MHz of spectrum
in the  following  BTAs  within  the  Service  Area:  Fort  Wayne,  IN and South
Bend-Mishawaka, IN.

          27. Amendment to Trademark License  Agreement.  The following sentence
is  added  at the  end of  Section  14.1  of  each  of  the  Trademark  Licenses
Agreements:

          Notwithstanding  anything to the contrary  contained herein,  Licensor
          shall not withhold its consent to an assignment of this agreement to a
          party to whom Sprint PCS has approved the assignment of the Management
          Agreement.

          28.  Branding  Guidelines.  Manager  will  comply  with the Sprint PCS
Network Partner guidelines attached hereto as Exhibit B.




                                       7
<PAGE>

Exhibit A

          Section 17.28. Federal Contractor Compliance. (1) The Manager will not
discriminate  against any employee or applicant for employment  because of race,
color,  religion,  sex, or national  origin.  The Manager will take  affirmative
action to ensure that  applicants  are employed,  and that employees are treated
during  employment  without  regard to their  race,  color,  religion,  sex,  or
national origin. Such action shall include, but not be limited to the following:
Employment,   upgrading,  demotion,  or  transfer;  recruitment  or  recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. The Manager agrees to post
in conspicuous  places,  available to employees and  applicants for  employment,
notices to be provided  setting forth the  provisions of this  nondiscrimination
clause.

          (2) The Manager  will,  in all  solicitations  or  advertisements  for
employees  placed by or on  behalf  of the  Manager,  state  that all  qualified
applicants will receive  considerations  for employment  without regard to race,
color, religion, sex, or national origin.

          (3) The  Manager  will send to each labor union or  representative  of
workers with which he has a collective bargaining agreement or other contract or
understanding, a notice to be provided advising the said labor union or workers'
representatives of the Manager's  commitments under this section, and shall post
copies of the notice in conspicuous places available to employees and applicants
for employment.

         (4) The Manager  will comply with all  provisions  of  Executive  Order
11246 of September 24, 1965, and of the rules, regulations,  and relevant orders
of the Secretary of Labor.

          (5) The Manager will furnish all information  and reports  required by
Executive  Order 11246 of September  24, 1965,  and by rules,  regulations,  and
orders of the Secretary of Labor, or pursuant thereto, and will permit access to
his books,  records,  and accounts by the administering agency and the Secretary
of Labor for purposes of investigation to ascertain  compliance with such rules,
regulations, and orders.

          (6)  In  the   event   of  the   Manager's   noncompliance   with  the
nondiscrimination  clauses  of this  contract  or with  any of the  said  rules,
regulations, or orders, this contract may be canceled,  terminated, or suspended
in whole or in part and the  Manager  may be  declared  ineligible  for  further
Government contracts or federally assisted construction  contracts in accordance
with  procedures  authorized in Executive Order 11246 of September 24, 1965, and
such other  sanctions  may be  imposed  and  remedies  invoked  as  provided  in
Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of
the Secretary of Labor, or as otherwise provided by law.

          (7) The Manager will  include the portion of the sentence  immediately
preceding  paragraph (1) and the  provisions  of  paragraphs  (1) through (7) in
every  subcontract or purchase order unless exempted by rules,  regulations,  or
orders of the  Secretary  of Labor  issued  pursuant to section 204 of Executive
Order 11246 of September 24, 1965, so that such  provisions will be binding upon
each  subcontractor or vendor. The Manager will take such action with respect to


                                       8
<PAGE>

any  subcontract or purchase order as the  administering  agency may direct as a
means of enforcing  such  provisions,  including  sanctions  for  noncompliance.
Provided,  however,  that in the  event a  Manager  becomes  involved  in, or is
threatened  with,  litigation with a subcontractor or vendor as a result of such
direction by the administering  agency the Manager may request the United States
to enter into such litigation to protect the interests of the United States.

          (8) In  consideration of contracts with Sprint PCS, the Manager agrees
to execute the  Certificate  of Compliance  attached  hereto as Attachment I and
further agrees that this  certification  shall be part of each contract  between
Sprint  PCS  and  Manager.  The  Manager  will  include  Attachment  I in  every
subcontract or purchase order, so that such provisions will be binding upon each
subcontractor.



                                       9
<PAGE>

                                                                    Attachment I

                         CERTIFICATE OF COMPLIANCE WITH
                               FEDERAL REGULATIONS

In  consideration  of  contracts  with SPRINT  SPECTRUM  L.P.,  the  undersigned
"contractor",  "vendor"  or  "consultant"  agrees to the  following  and further
agrees that this  Certification  shall be a part of each purchase order,  supply
agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.

1.   Equal Opportunity
     Executive Order 11246 is herein incorporated by reference.

2.   Affirmative Action Compliance
     If  undersigned  contract has 50 or more  employees and if this contract is
     for $50,000 or more,  Contractor shall develop a written Affirmative Action
     Compliance Program for each of its establishments, as required by rules and
     regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).

3.   Affirmative Action for Special Disabled and Vietnam Era Veterans
     If this contract exceeds $10,000, the undersigned Contractor certifies that
     the  Contractor  does not  discriminate  against any  employee or applicant
     because the person is a special  disabled or Vietnam  Veteran and  complies
     with the rules,  regulations  and relevant orders of the Secretary of Labor
     issued  pursuant to the Vietnam  Veterans  Readjustment  Assistance  Act of
     1972, as amended.

     Contractor hereby represents that it has developed and has on file, at each
     establishment, affirmative action programs for Special Disabled and Vietnam
     Era  Veterans  required by the rules and  regulations  of the  Secretary of
     Labor (41 CFR 60-250).

4.   Affirmative Action for Handicapped Workers
     If this contract exceeds $2,500, the undersigned  Contractor certifies that
     the  Contractor  does not  discriminate  against any  employee or applicant
     because  of  physical  or mental  handicap  and  complies  with the  rules,
     regulations  and relevant orders of the Secretary of Labor issued under the
     Rehabilitation Act of 1973, as amended.

     Contractor hereby represents that it has developed and has on file, at each
     establishment, affirmative action programs for Handicapped Workers required
     by the rules and regulations of the Secretary of Labor (41 CFR 60-741).

5.   Employer Information Report (EEO-1 Standard Form 100)
     If undersigned  Contractor has 50 or more employees and if this contract is
     for $10,000 or more, Contractor shall complete and file government Standard
     Form 100, Equal Employment  Opportunity  Employer Information Report EEO-1,
     in accordance with instructions contained therein.

                                       10
<PAGE>

6.   Compliance Review
     The  undersigned  Contractor  certifies  that it has not been  subject to a
     Government equal opportunity  compliance review. If the Contractor has been
     reviewed, that review occurred on ___________________ (date).

7.   Utilization  of  Small  Businesses,  Small  Disadvantaged  Businesses,  and
     Women-Owned Small Business
     It  is  the  policy  of  SPRINT  SPECTRUM  L.P.,  consistent  with  Federal
     Acquisition  Regulations  (FAR  52.219-8  and FAR  52.219-13),  that  small
     business concerns, small business concerns owned and controlled by socially
     and  economically  disadvantaged  individuals,  and women-owned  businesses
     shall have the maximum practicable opportunity to participate in performing
     subcontracts  under Government  contracts for which SPRINT SPECTRUM L.P. is
     the Government's Prime Contractor. SPRINT SPECTRUM L.P. awards contracts to
     small  businesses to the fullest extent  consistent  with  efficient  prime
     contract  performance.  The  Contractor  agrees to use its best  efforts to
     carry out this policy in the award of its subcontract to the fullest extent
     consistent with the efficient performance of this contract.

     Contractor hereby represents that it___ is ___ is not a small business, ___
     is ___ is not a  small  business  owned  and  controlled  by  socially  and
     economically  disadvantaged  individuals,  and  ___ is  ___ is not a  small
     business controlled and operated as a women-owned small business as defined
     by the regulations implementing the Small Business Act.

     If the answer to any of the above is in the  affirmative,  Contractor  will
     complete  SPRINT  SPECTRUM L.P.  Small/Minority/Women  Owned  Business Self
     Certification  Form. This form is available from Mr. Ron Gier,  Sprint PCS,
     4900 Main Street, Kansas City, Missouri 64112.

8.   Certification of Nonsegregated Facilities
     If this contract is expected to exceed $10,000, the undersigned  Contractor
     certifies as follows:

     The Contractor  certifies that the Contractor does not or will not maintain
     or  provide  for its  employees  any  segregated  facilities  at any of its
     establishments,  and that it does not and will not permit its  employees to
     perform  services at any  location,  under its  control,  where  segregated
     facilities  are  maintained.  The  Contractor  agrees that a breach of this
     Certification  is a violation  of the Equal  Opportunity  provision of this
     contract. As used in this Certification,  the term "segregated  facilities"
     means any waiting rooms, work areas, rest rooms and wash rooms, restaurants
     and other  eating  areas,  time clocks,  locker rooms and other  storage or
     dressing   areas,   parking  lots,   drinking   fountains,   recreation  or
     entertainment  areas,  transportation,  and housing facilities provided for
     employees  that  are  segregated  by  explicit  directive  or are  in  fact
     segregated  on the basis of race,  color,  religion,  or  national  origin,
     because of habit,  local custom,  or otherwise.  Contractor  further agrees
     that (except where it has obtained identical  certifications  from proposed
     subcontracts   for  specific  time   periods)  it  will  obtain   identical
     certifications  from  proposed   subcontractors   prior  to  the  award  of
     subcontracts  exceeding  $10,000 that are not exempt from the provisions of


                                       11
<PAGE>

     the Equal Opportunity Clause; and that it will retain such certification in
     its files.

9.   Clean Air and Water

     The  undersigned  Contractor  certifies that any facility to be used in the
     performance of this contract is not listed on the Environmental  Protection
     Agency List of Violating Facilities.

     The  undersigned  Contractor  agrees to immediately  notify SPRINT SPECTRUM
     L.P.,   immediately  upon  the  receipt  of  any  communication   from  the
     Administrator  or  a  designee  of  the  Environmental   Protection  Agency
     indicating  that any facility that the  Contractor  proposes to use for the
     performance of the contract is under  consideration to be listed on the EPA
     List  of  Violating   Facilities.   SPRINT  SPECTRUM  L.P.   includes  this
     certification  and agreement  pursuant to FAR  52-223-1(c)  which  requires
     including such paragraph (c) in every nonexempt subcontract.

                             Contractor:


                             ________________________________________
                             Company Name

                             ________________________________________
                             Address

                             ________________________________________
                             City                       State     Zip



                             By:  _________________________________
                                    Name: _________________________
                                    Title: ________________________


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