LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                BAL/RIVGAM L.L.C.










                                   dated as of

                                 March 25, 1997





<PAGE>

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                BAL/RIVGAM L.L.C.


                  This LIMITED  LIABILITY COMPANY AGREEMENT (the "Agreement") of
Bal/Rivgam  L.L.C.  (the "Company") is entered into as of March 25, 1997, by and
between James  Balitsos,  19 Spectacle  Lane,  Walton,  Connecticut,  06897 (the
"Managing  Member")  and  Rivgam  Communicators,   L.L.C.,  a  Delaware  limited
liability  company (  "Rivgam").  The  Managing  Member  and  Rivgam  are herein
referred to individually as a "Member" and collectively as its "Members."

                  WHEREAS,  the  Members  intend  to  form a  limited  liability
company  pursuant to the Delaware Limited  Liability  Company Act (the "Delaware
Act") by filing a  Certificate  of Formation of the Company (the  "Certificate")
with the office of the  Secretary of State of Delaware  and  entering  into this
Agreement to acquire wireless  communications services ("WCS") Licenses pursuant
to the WCS Auction; and

                  WHEREAS, the Members are willing to invest in the Company only
for the purposes of the Company  acquiring and operating WCS Licenses in the WCS
Auction.

                  NOW THEREFORE,  in consideration of the several  covenants and
agreements  herein made and intending to be legally  bound,  the Members  hereby
agree as follows:

1.       DEFINITIONS.

The following terms, as used herein, shall have the following meanings.

                  "Additional  Members"  shall  have the  meaning  specified  in
Section 7.9 hereof.

                  "Adjusted  Capital Account Deficit" means, with respect to any
Member, the deficit balance,  if any, in such Member's Capital Account as of the
end  of  the  relevant  fiscal  year,  after  giving  effect  to  the  following
adjustments:

                  (i)      Add to such Capital Account the following items:

                           (a)      The  amount,  if any,  that  such  Member is
obligated  to  contribute  to the  Company  upon  liquidation  of such  Member's
Interest; and

                           (b)      The amount that such Member is  obligated to
restore or is deemed to be obligated to restore pursuant to Regulations  Section
1.704-1(b)(2)(ii)(c)  or  the   penultimate  sentence  of  each  of  Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5); and


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                  (ii)     Subtract  from such  Capital  Account  such  Member's
share of the items described in Regulations Section 1.704-l(b)(2)(ii)(d)(4), (5)
and (6).

                  The foregoing  definition of Adjusted  Capital Account Deficit
is   intended   to  comply   with  the   provisions   of   Regulations   Section
1.704(b)(2)(ii)(d) and shall be interpreted consistently therewith.

                  "Affiliate," with respect to any specified Person,  shall mean
any  Person  that (i)  directly  or  indirectly,  Controls,  or has the power to
Control,  such specified  Person,  (ii) is directly or indirectly  Controlled by
such specified Person,  (iii) is directly or indirectly  Controlled by any other
Person that Controls such specified Person,  (iv) has any "identity of interest"
with such specified Person within the meaning of Section 27.210(d)(3) of the FCC
Rules or (v) is otherwise  deemed to be an Affiliate  of such  specified  Person
within the meaning of Section 27.210(d)of the FCC Rules.

                  "Affiliation  Agreement" shall mean any agreement  between the
Company and any Person  providing for the affiliation or  collaboration  between
the Company and such Person with respect to the  development or provision of any
WCS Service or the construction or development of any WCS System.

                  "Assignee"  means  any  person to whom a member  (or  assignee
thereof) transfers all or any part of its interest in the Company.

                  "Capital  Account" shall have the meaning specified in Section
4.2 hereof.

                  "Certificate"  shall have the meaning specified in Section 2.1
hereof.

                  "Code" shall have the meaning specified in Section 4.6 hereof.

                  "Communications  Act"  shall  mean the  Communications  Act of
1934, as amended from time to time.

                  "Company Business" shall have the meaning specified in Section
2.3 hereof.

                  "Company  Committee"  shall  have  the  meaning  specified  in
Section 6.2 hereof.

                  "Company  Minimum  Gain"  shall have the  meaning set forth in
Regulations  Section  1.704-2(b)(2)  and 1.704-2(d) for the phrase  "partnership
minimum gain."

                  "Control"  of any  specified  Person  shall  mean the power or
right, directly or indirectly,  to direct the management and/or business affairs
of such specified Person, whether through the ownership of voting securities, or
other  similar  ownership  interests,  of such  specified  Person,  the power to
designate  members of the board of directors or similar  governing  body of such
specified  Person,  the exercise or existence of contractual  rights or business
relationships, the occupancy of


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director,  officer or key  employee  positions,  the  combination  of any of the
foregoing factors or otherwise.  For the purposes hereof, every business concern
is considered  to have one or more Parties who directly or indirectly  "Control"
or have the power to "Control"  such  business  concern,  and  "Control"  may be
either affirmative or negative.

                  "Expenses  Agreement" shall mean the Expenses  Agreement dated
as of the date hereof among the Company and Rivgam.

                  "FCC" shall mean the Federal Communications Commission.

                  "FCC  Rules"  means  the  rules,  regulations,  and  published
policies of the FCC, as the same may be amended,  modified or supplemented  from
time to time.

                  "Gross  Revenues"  of any Person for any period shall mean all
revenue  received by such Person or its predecessor in interest for such period,
whether earned or passive,  before any deductions are made for the cost of doing
business (e.g., of goods sold).

                  "Incapacity" means the entry of an order of incompetence or of
insanity,  or the  death,  dissolution,  bankruptcy  (as  defined in the Act) or
termination (other than by merger or consolidation) of any Person. Incapacitated
shall have the correlative meaning.

                  "Initial   Capital   Contribution"   shall  have  the  meaning
specified in Section 4.1 hereof.

                  "Initial Member Loan  Agreement"  shall mean that certain Loan
Agreement  expected  to be entered  into prior to the WCS Auction by and between
Rivgam (as Lender) and the Company (as Borrower).

                  "Majority of Remaining  Members"  means Members other than the
Incapacitated  Member  owning (a) a majority  of the  profits  interests  in the
Company held by all Members other than the Incapacitated Member,  determined and
allocated based on any reasonable  estimate of profits from the relevant date of
profits under the Agreement as it is in effect on the relevant  date,  and (b) a
majority of the capital interests in the Company,  determined as of the relevant
date under the Agreement,  owned by all the Members other than the Incapacitated
Member.

                  "Majority Vote" shall mean at least the 51%  affirmative  vote
of the Company Committee.

                  "Member  Minimum Gain" shall mean gain  attributable to Member
Nonrecourse  Debt determined in accordance with Regulations  Section  1.704-2(i)
with respect to "partner minimum gain."

                  "Member  Nonrecourse Debt" shall have the meaning set forth in
Regulations Section 1.704-2(b)(4) for the phrase "partner nonrecourse debt."


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<PAGE>

                  "Member  Nonrecourse  Deduction"  shall have the  meaning  set
forth in Regulations Section  1.704-2(i)(2) for the phrase "partner  nonrecourse
deduction."

                  "Nonrecourse  Deductions"  shall have the meaning set forth in
Regulations Section 1.704-2(b)(1) and 1.704-2(c).

                  "Percentage Interest" of each Member shall mean the percentage
set forth opposite such Member's name on Schedule A attached hereto as it may be
modified or supplemented from time to time.

                  "Person" shall mean any individual, partnership,  corporation,
joint venture, trust, estate, association,  foundation,  fund, governmental unit
or other entity.

                  "Profits"  or  "Losses"  for each  fiscal  year of the Company
shall mean the  taxable  income or loss,  respectively,  of the Company for such
fiscal year  determined in accordance with Section 703(a) of the Code (including
for this purpose all items of income,  gain,  loss or  deduction  required to be
separately  stated  pursuant  to Section  703(a)(1)  of the Code),  adjusted  as
required by the Regulations under Section 704(b) of the Code (including, without
limitation,  adjustments  (i) to  include  tax-exempt  income,  (ii) to  include
expenditures  described in Section  705(a)(2)(B) of the Code or items treated as
such expenditures pursuant to Section  1.704-l(b)(2)(iv)(i)  of the Regulations,
(iii) to reflect  revaluations  of  Partnership  property  described  in Section
4.2(c)  hereof and (iv) to  exclude  items of income,  gain,  loss or  deduction
specially  allocated pursuant to Sections  4.4(a)(1),  4.4(b) and 4.4(d). In the
event of a revaluation of Company  property  described in Section 4.2(c) hereof,
"Profits"  and  "Losses" of the Company  shall be  adjusted in  accordance  with
Regulations Section 1.704-1(b)(2)(iv)(g).

                  "Regulations"  shall have the meaning specified in Section 4.2
hereof.

                  "Regulatory  Allocations"  shall have the meaning specified in
Section 4.4 hereof.

                  "Related  Party  Transaction"  shall mean any  transaction  or
agreement  between the Company and any Member or any Affiliate of, or the holder
of any equity interest in, any Member.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended from time to time.

                  "Secretary"  shall have the meaning  specified  in Section 2.1
hereof.

                  "Substituted  Member"  shall  have the  meaning  specified  in
Section 7.1 hereof.

                  "Supermajority  Vote" shall mean the  affirmative  vote of all
members of the Company Committee.

                  "Transfer"  shall have the  meaning  specified  in Section 7.1
hereof.


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<PAGE>

                  "WCS  Auction"  shall mean the auction to be  conducted by the
FCC  (scheduled  to begin April 15,  1997) with  respect to WCS Licenses for the
operation of WCS Systems utilizing the 2.3 GHz band frequencies.

                  "WCS   Licenses"   shall  mean  the   licenses,   permits  and
authorizations  issued by the FCC for the operation of WCS Systems utilizing the
frequencies subject to the WCS Auction.

                  "WCS  Service"  shall  mean  the  provision  of  any  wireless
communication service by a WCS System, including the resale of such services.

                  "WCS  Systems"  shall  mean  wireless   communication  systems
authorized under the FCC Rules for wireless  communications  services in Part 27
of the FCC Rules, including the network, marketing, distribution, sale, customer
interface  and  operations  functions  relating  thereto,  or  any  business  or
enterprise which resells WCS Services.

2.       FORMATION OF COMPANY

         2.1      Formation.

The  Company  has been formed  under the  Delaware  Act,  and a  Certificate  of
Formation of the Company (the  "Certificate") to such effect was filed on behalf
of the Company in the Office of the  Secretary of State of the State of Delaware
(the  "Secretary").  The Members hereby agree to operate the Company pursuant to
the terms of this Agreement.

         2.2      Name.

The name of the Company is "Bal/Rivgam L.L.C."

         2.3      Purpose.

The  purpose  of the  Company is to (i)  participate  in the WCS  Auction,  (ii)
acquire in the WCS  Auction,  hold title to, and  maintain  WCS Licenses and any
other licenses,  authorizations  and permits  necessary for the operation of WCS
Systems  pursuant  to WCS  Licenses,  (iii)  design,  construct  and develop WCS
Systems for which the  Company  obtains WCS  Licenses in the WCS  Auction,  (iv)
acquire, own, lease, operate,  manage and maintain such WCS Systems, (v) provide
such  services  as may from time to time be offered  utilizing  the  frequencies
allocated by the FCC for such WCS Systems, (vi) make and prosecute  applications
for, and renewals of, such WCS Licenses and any other  licenses,  authorizations
and permits  necessary  for the  operation  of such WCS Systems and (vii) as the
licensee of such WCS Systems,  otherwise engage in the business of providing WCS
Services  (the  "Company  Business").  In order to carry out such  purpose,  the
Company is authorized to:



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                  (i) acquire, own, lease, transfer, sell or dispose of property
         necessary  or  useful  for  the  design,   construction,   maintenance,
         operation,  development  and  management  of such WCS  Systems  and the
         provision of WCS Services;

                  (ii) borrow or raise money,  issue  evidences of  indebtedness
          and obtain, renew and dispose of letters of credit;

                  (iii) lend money;

                  (iv) enter into,  execute,  deliver and perform  contracts and
          agreements;

                  (v) bring and defend actions at law or in equity;

                  (vi)  purchase,  cancel or otherwise  retire or dispose of the
          interest of any Member in the Partnership in accordance with the terms
          hereof;

                  (vii)   engage   personnel,   officers,   employees,   agents,
         independent contractors, advisors, attorneys and consultants;

                  (viii)  do any and all  other  acts and  things  which  may be
         necessary  or  convenient   to  carry  out  the  Company   Business  as
         contemplated by this Agreement;

                  (ix) engage in any business other than the Company Business as
         authorized  by the Company  Committee  in  accordance  with section 6.2
         hereof; and

                  (x) take any other action  permissible  under the Delaware Act
         in  connection  with  the  Company   Business  or  any  other  business
         authorized  by the Company  Committee  in  accordance  with Section 6.2
         hereof.

         2.4      Title to Property.

No real or personal  property of the Company  shall be deemed to be owned by any
Member individually, but shall be owned by, and title shall be vested solely in,
the Company.

         2.5      Principal Place of Business.

The  Company  shall  maintain an office and  principal  place of business at c/o
James Balitsos, 19 Spectacle Lane, Walton, Connecticut,  06897, or at such other
place or places as the Managing Member may, from time to time, decide.

         2.6      Registered Office and Registered Agent.



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<PAGE>

The "Registered  Office" and the  "Registered  Agent" of the Company shall be as
set forth in the Certificate,  or most recent amendment  thereto,  that has been
filed with the Secretary.  The Company  designates  the Registered  Agent as its
Registered  Agent and  attorney  upon whom any  process,  notice or demand which
arises out of the  conduct  of the  Company  affairs  and which is  required  or
permitted by law to be served upon the Company may be served.

3.       TERM.

                  The Company term shall  expire on December  31,  2044,  unless
terminated earlier pursuant to Section 9.

4.       CAPITAL CONTRIBUTIONS: CAPITAL ACCOUNTS; ALLOCATIONS.

         4.1      Capital Contributions.

                  (a) The aggregate capital  contribution made to the Company by
each Member at any given time during the term of the Company  shall be set forth
in the Company's  books and records.  The initial capital  contributions  of the
Members   are  set  forth  on   Schedule   A  hereto   (the   "Initial   Capital
Contributions").

                  (b)  From  time  to  time  the  Members   shall  make  capital
contributions in addition to the Initial Capital  Contributions (the "Additional
Capital Contributions") in cash to the Company in such amounts as are determined
by the Company  Committee in accordance with Section 6.2 hereof.  If the Company
Committee  requires the Members to make Additional Capital  Contributions,  each
Member shall promptly make a capital  contribution in cash in an amount equal to
(x) the  total  amount of  Additional  Capital  Contributions  to be made by all
Members as  determined by the Company  Committee in accordance  with Section 6.2
hereof, multiplied by, (y) such Member's Percentage Interest.

         4.2      Capital Accounts.

                  (a) There shall be established for each Member on the books of
the Company a capital account (the "Capital Account")  reflecting the difference
between  (i) the sum of (w) such  Member's  capital  contributions  and (x) such
Member's  share of Profits and items of income and gain  specially  allocated to
such Member,  minus (ii) the sum of (y) such Member's  share of Losses and items
of  loss  and  deduction  specially  allocated  to  such  Member,  and  (z)  any
distributions to such member.

                  (b) Notwithstanding any other provision in this Section 4.2 or
elsewhere in this Agreement,  each Member's  Capital Account shall be maintained
and adjusted in  accordance  with the Internal  Revenue Code of 1986, as amended
(the "Code"), and the Treasury Regulations thereunder ("Regulations"), including
Regulations  Sections  1.704-l(b) and 1.704-2.  It is intended that  appropriate
adjustments  shall  thereby be made to Capital  Accounts  to give  effect to any
income,


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<PAGE>

gain,  loss or deduction (or items  thereof) that is allocated  pursuant to this
Agreement.  Each Member's  Capital Account shall include that of any predecessor
holders of the Company  interest of such  Member.  In the event that the Company
Committee  shall  determine  that it is  prudent  to modify  the manner in which
Capital Accounts,  or any additions or subtractions thereto (including,  without
limitation,  adjustments relating to liabilities that are secured by contributed
or distributed property or that are assumed by the Company or the Members),  are
computed in order to comply with such  Regulations,  the Company Committee shall
be entitled to make such modifications, provided that it is not likely to have a
material effect on the amounts  distributable  to any Member pursuant to Section
9.2 upon dissolution of the Company.  The Company  Committee shall also make (a)
any adjustments  that are necessary or appropriate to maintain  equality between
the Capital Accounts of the Members and the amount of Company capital  reflected
on the Company's  balance sheet,  as computed for book  purposes,  in accordance
with  regulations   Section   1.704-l(b)(2)(iv)(q),   and  (b)  any  appropriate
modifications in the event that unanticipated  events might otherwise cause this
Agreement not to comply with Regulations Section 1.704-l(b) or Section 1.704-2.

                  (c) The Company  Committee may in its  discretion  increase or
decrease the Capital Accounts of the Members to reflect a revaluation of Company
property on the Company  Committees'  books and records,  but only in accordance
with the rules set forth in Regulations Section  1.7041(b)(2)(iv)(f).  Following
any such  revaluation,  the  Members'  Capital  Accounts  shall be  adjusted  in
accordance  with  Regulations  Section  1.704-1(b)(2)(iv)(g)  for allocations of
depreciation,  depletion,  amortization,  and gain or loss as computed  for book
purposes with respect to such property.

         4.3      Timing and Amount of Allocations of Profits and Losses.

Profits and Losses of the Company shall be determined and allocated with respect
to each fiscal  year of the Company as of the end of each such year.  Subject to
the other provisions of this Agreement,  an allocation to a Member of a share of
Profits or Losses  shall be treated as an  allocation  of the same share of each
item of income,  gain, loss or deduction that is taken into account in computing
Profits or Losses.

         4.4      Allocations.

                  (a)  Except  as  otherwise  provided  in this  Section  4, all
Profits  and  Losses of the  Company  shall be  allocated  among the  Members as
follows:

                       (1) All items of deduction in respect of interest expense
and commitment fees incurred by the Company  pursuant to the Initial Member Loan
Agreement  shall  be  allocated  ninety-nine  percent  (99%) to  Rivgam  (or its
successor) and one percent (1%) to the other Members.

                       (2)  All  Profits  of  the  Company  shall  be  allocated
ninety-nine  percent (99%) to the Rivgam (or its successor) and one percent (1%)
to the other  Members  until the  aggregate  amount of all Profits  allocated to
Rivgam (and its successors) and the other Members


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<PAGE>

pursuant to this Section  4.4(a)(2)  equal the aggregate  amount of all items of
deduction  allocated  to  Rivgam  (and its  successors)  and the  other  Members
pursuant to Section 4.4(a)(1).

                       (3) Except as otherwise provided in Section 4.4(a)(1) and
Section  4.4(a)(2),  all Profits and Losses of the Company shall be allocated to
the Members in proportion to their respective Percentage Interests.

                  (b)  Notwithstanding Sections 4.3 and 4.4(a):

                       (1) If there is a net decrease in Company Minimum Gain or
Member Minimum Gain during any fiscal year, the Members shall be allocated items
of Company  income and gain for such year (and,  if  necessary,  for  subsequent
years)  in   accordance   with   Regulations   Section   1.704-2(f)  or  Section
1.704-2(i)(4), as applicable.

                       (2) Any Nonrecourse  Deductions for any fiscal year shall
be  allocated  to the  Members  in  proportion  to their  respective  Percentage
Interests.  Any  Member  Nonrecourse  Deductions  for any  fiscal  year shall be
specially  allocated to the  Member(s)  who bears the economic risk of loss with
respect  to the  Member  Nonrecourse  Debt  to  which  such  Member  Nonrecourse
Deductions are attributable, in accordance with Regulations Section 1.704-2(i).

                       (3) Items of Members'  income and gain shall be allocated
to the Members in accordance with the "qualified income offset"  requirements of
Regulations Section 1.704-1(b)(2) (ii)(d).

                       (4) To the extent any allocation of losses would cause or
increase an Adjusted  Capital Account Deficit as to any Member,  such allocation
of losses shall be  reallocated  among the other  Members in proportion to their
respective  Percentage  Interests,  but in a manner  that  will not  produce  an
Adjusted Capital Account Deficit as to any other Member.

                       (5) The  allocations  set  forth  in  Sections  4.4(b)(1)
through (4) above and Section 4.4(d) below (the  "Regulatory  Allocations")  are
intended  to  comply  with  certain  regulatory   requirements,   including  the
requirements of Regulations Section 1.704-l(b) and 1.704-2.  Notwithstanding the
provisions of Section  4.4(a),  the Regulatory  Allocations  shall be taken into
account in allocating other items of income,  gain, loss and deduction among the
Members so that, to the extent  possible,  the net amount of such allocations of
other items and the Regulatory  Allocations to each Member shall be equal to the
net amount that would have been  allocated to each such Member if the Regulatory
Allocations had not occurred.

                  (c) For any fiscal  year during  which a Member's  interest is
assigned  by such  Member (or by an  assignee  or  successor  in  interest  to a
Member),  the portion of the Profits or Losses of the Company  that is allocable
in respect of such Member's  interest shall be apportioned  between the assignor
and the assignee on any basis selected by the Company  Committee,  provided such
basis is permitted by Section 706(d)(2) of the Code.


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<PAGE>

                  (d) Except as otherwise  required by Section 4.4(b)(1) through
(4), but notwithstanding  the other foregoing  provisions of this Section 4, the
Managing Member's interest in each item of Company income, gain, loss, deduction
or credit  shall equal at least one  percent  (1%) of each of those items at all
times during the existence of the Company.

                  (e)  Tax Allocations.

                       (1) Except as otherwise  provided in this Section 4.4(e),
each item of income,  gain, loss and deduction shall be allocated for income tax
purposes among the Members in the same manner as its correlative  item of "book"
income, gain, loss or deduction is allocated pursuant to Section 4.

                       (2)  Notwithstanding  the  foregoing  provisions  of this
Section 4, income, gain, loss and deduction with respect to property contributed
to the Company by a Member  shall be allocated  among the  Members,  pursuant to
Regulations  promulgated under Section 704(c) of the Code, so as to take account
of the  variation,  if any,  between the adjusted  basis of such property to the
Company and its value at the time of contribution. The Company shall account for
such  variation  under any method  approved under Section 704(c) of the Code and
the applicable Regulations as chosen by the Company Committee.  In the event the
value of any Company asset is adjusted  pursuant to Section  4.2(c),  subsequent
allocations of income, gain, loss and deduction with respect to such asset shall
take account of the variation,  if any, between the adjusted basis of such asset
for  federal  income  tax  purposes  and its  value in the same  manner as under
Section 704(c) of the Code and the applicable  Regulations,  consistent with the
requirements  of Regulations  Section  1.704-1  (b)(2)(iv)(g),  using any method
approved  under Section 704(c) of the Code and the  applicable  Regulations,  as
chosen by the Company Committee. Allocations pursuant to this Section 4.4(e) are
solely for  purposes  of  federal,  state and local  income  taxes and shall not
affect,  or in any way be taken into account in computing,  any Member's Capital
Account or share of Profits,  Losses, other tax items or distributions  pursuant
to any provision of this Agreement.

         4.5      No Rights of Withdrawal.

No Member shall have the right to withdraw or demand distribution of any portion
of his capital  contributions  or Capital  Account,  except in those cases where
distributions are required pursuant to this Agreement.

5.       DISTRIBUTIONS.

All  distributions  of  Company  assets to be made to the  Members  prior to and
otherwise  not in  conjunction  with the final  liquidation  of the  Company  in
accordance with Section 9 shall be made to the Members only at such times as the
Company Committee shall determine in accordance with Section 6.2 hereof and such
distributions shall be made in proportion to each Member's Percentage  Interest.
The Company  Committee  may withhold from any  distributions  to the Members the
amount(s)  required to satisfy the present and future cash needs of the Company,
as determined by


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<PAGE>

the  Company  Committee.  No right is given to any member to demand and  receive
property  other than cash.  The Company  Committee  may authorize the Company to
make a  distribution  in kind to the Members of Company  assets  other than cash
(including, without limitation, the Company Business or any securities or assets
received with respect thereto).

6.       MANAGEMENT.

         6.1      General.

Except for matters  with  respect to which  authority  is granted to the Company
Committee as set forth in Section 6.2 hereof,  the Managing  Member shall manage
the business and affairs of the Company. The Managing Member shall devote to the
Company  such  time as the  Managing  Member  deems  necessary  for  the  proper
performance  of its duties under this  Agreement.  The  Managing  Member and the
officers of the Company, acting at the direction of the Company Committee, shall
act on behalf of the Company on all matters relating to the Company Business.

         6.2      The Company Committee.

                  (a) The Company  shall  establish  a committee  of the Company
(the "Company  Committee"),  which shall consist of one individual  appointed by
the Managing  Member who shall have two votes on all matters  coming  before the
Company Committee and one individual appointed by the Member(s),  other than the
Managing  Member,  who shall  have one vote on all  matters  coming  before  the
Company  Committee.  The Managing  Member and such other Member(s) may designate
their  appointees to the Company  Committee,  and may designate  individuals  to
replace  such  appointees,  by  giving  written  notice  to each  Member of such
designation.  The member of the  Company  Committee  appointed  by the  Managing
Member  shall serve as Chairman  of the  Company  Committee.  Each Member of the
Company  Committee  shall  serve  on  the  Company  Committee  until  his or her
successor is appointed or until his or her death, resignation or removal.

                  (b) The Company  Committee  shall hold  regular  meetings  (at
least  quarterly)  at such time and place as shall be  determined by the Company
Committee (or by the Chairman of the Company  Committee) and special meetings at
such time and place as shall be determined by the Managing  Member or Rivgam (or
its  successor).  The  Company  Committee  meetings  may be held in person or by
telephonic  conference call, and any action required or permitted to be taken by
the  Company  Committee  may be taken  without a meeting  by  unanimous  written
consent  of the  Members of the  Company  Committee.  Any member of the  Company
Committee  may  designate an  alternate  (who meets the  qualifications  to be a
member of the Company  Committee)  to attend a meeting of the Company  Committee
and to exercise all  functions  of such member of the Company  Committee at such
meeting by giving  written  notice to the  Chairman  of the  Company  Committee.
Written notice of each meeting of the Company  Committee  shall be given to each
member of the Company  Committee at least five (5)  business  days prior to such
meeting;  provided  that members of the Company  Committee may waive such notice
requirement. The members of the Company Committee shall receive such reports and
other information from the Managing Member and the officers of the


                                      -11-

<PAGE>

Company as any member of the Company Committee may request.  Except with respect
to actions  requiring a Supermajority  Vote as specified in Section 6.2(c),  any
action required or permitted to be taken by the Company Committee shall be taken
by Majority Vote.

                  (c)  Notwithstanding  the authority of the Managing  Member to
manage the business and affairs of the Company, the Company Committee shall have
full power and authority with respect to the following matters:

                  (i) the conduct of any business by the Company  other than the
         Company Business;

                  (ii) the determination to request or accept additional Capital
         Contributions by any Member;

                  (iii)  subject  to the  authority  of the  Managing  Member to
         withhold  its  consent,  in its sole  and  absolute  discretion  to the
         admission of any Substituted  Member,  the admission of any Substituted
         Member in accordance with Section 7. l(b) hereof;

                  (iv) the admission of any Additional Member in accordance with
         Section 7.09 hereof;

                  (v) the merger,  consolidation  or  combination of the Company
         with any other  Person or the sale of all or  substantially  all of the
         Company's assets or properties;

                  (vi)  the   commencement   of  any  voluntary  case  or  other
         proceeding  seeking or consenting to (A) the liquidation,  dissolution,
         reorganization  or other  relief  with  respect  to the  Company or its
         assets, liabilities or obligations under any bankruptcy,  insolvency or
         other  similar law  affecting  the  enforcement  of  creditors'  rights
         generally,  (B) the  appointment  of a trustee,  receiver,  liquidator,
         custodian or similar official of the Company or any substantial portion
         of its  assets or (C) any  assignment  of any  material  portion of the
         Company's assets for the benefit of its creditors;

                  (vii) the  adoption  of any annual or other  business  plan or
         budget of the Company or any amendment thereto;

                  (viii) unless otherwise described in an approved business plan
         or budget for the year (or any  approved  amendment  thereto),  (a) the
         acquisition, sale, lease, exchange, transfer, mortgage, pledge, license
         or  disposition  of assets or property by the Company other than in the
         ordinary course of business, (b) any capital expenditure, investment or
         capital contribution by the Company, or by any committee of the Company
         to make any capital  expenditure,  investment or capital  contribution,
         (c) any loan to, indemnification of, or guarantee of the obligation of,
         any Person by the partnership,  or the forgiveness of any loan or other
         liability of any Person to the Company  involving  obligations owing to
         the Company


                                      -12-

<PAGE>

         in an amount in excess of $50,000,  and (d) any agreement,  contract or
         lease  that is  entered  into  other  than in the  ordinary  course  of
         business or that involves the furnishing or receipt of consideration to
         or by the Company with a value in excess of $100,000;

                  (ix)  the  incurrence  by  the  Company  of  indebtedness  for
         borrowed money, or any refinancing, modification or extension thereof;

                  (x) the  distribution of any assets or property of the Company
         to its Members or the redemption, repurchase or retirement for value of
         any interest of any Member in the Company;

                  (xi) the  appointment  or removal of any executive  officer of
         the Company or any  employee of the Company with a base salary equal to
         or greater than $80,000;

                  (xii) the execution, delivery or performance by the Company of
         (A) any Affiliation Agreement,  and (B) any joint venture,  partnership
         or other similar agreement;

                  (xiii)   any Related Party Transaction;

                  (xiv) review and approval of  quarterly  and annual  financial
         statements of the Company;

                  (xv) a  determination  to  surrender or not to seek renewal of
         any WCS License held by the Company or the  agreement of the Company to
         any material modification to any WCS License held by the Company;

                  (xvi) the  commencement  of any  action,  litigation,  suit or
         proceeding (a  "Proceeding")  by, or the  settlement of any  Proceeding
         instituted against, the Company involving a claim for damages in excess
         of $50,000 or seeking any significant non-monetary relief; and

                  (xvii) any other action which,  in the Managing  Member's good
         faith  opinion,  would  materially  impact the  performance,  financial
         condition or prospect of the Company or its business.

                  (d)  Notwithstanding  the authority of the Managing  Member to
manage the business and affairs of the Company,  the Company  shall not take any
of  the  following   actions  unless  such  action  has  been  authorized  by  a
Supermajority Vote of the members of the Company Committee:

                  (i) the conduct by the Company of any business  other than the
         Company Business;



                                      -13-

<PAGE>

                  (ii) the determination to request or accept Additional Capital
         Contributions by the Members;

                  (iii)  subject  to the  authority  of the  Managing  Member to
         withhold  its  consent,  in its sole and  absolute  discretion,  to the
         admission of any Substituted  Member,  the admission of any Substituted
         Member in accordance with Section 7.1 (b)hereof;

                  (iv) the admission of any Additional Member in accordance with
         Section 7.09 hereof;

                  (v) the merger,  consolidation  or  combination of the Company
         with any other  Person or the sale of all or  substantially  all of the
         Company's assets or properties;

                  (vi)  the   commencement   of  any  voluntary  case  or  other
         proceeding  seeking or consenting to (A) the liquidation,  dissolution,
         reorganization  or other  relief  with  respect  to the  Company or its
         assets, liabilities or obligations under any bankruptcy,  insolvency or
         other  similar law  affecting  the  enforcement  of  creditors'  rights
         generally,  (B) the  appointment  of a trustee,  receiver,  liquidator,
         custodian or similar official of the Company or any substantial portion
         of its  assets or (C) any  assignment  of any  material  portion of the
         Company's assets for the benefit of its creditors;

                  (vii)  the  incurrence  by the  Company  of  indebtedness  for
         borrowed money in excess of $100,000, or any refinancing,  modification
         or  extension  thereof  by  the  Company;  provided,  however,  that  a
         Supermajority   Vote  shall  not  be   required   to   refinance,   and
         simultaneously pay off in full all amounts due under the Initial Member
         Loan Agreement, if Lender declares the Loan to be due and payable prior
         to the  Maturity  Date other than for a cause within the control of the
         Managing  Member,  the terms "Loan," "Lender" and "Maturity Date" being
         defined in this provision as in the Initial Member Loan Agreement;

                  (viii) any loan to,  indemnification  of, or  guarantee of the
         obligations  of, any other Person  involving  obligations  in excess of
         $100,000,  or the  forgiveness  of any loan or other  liability  of any
         Person to the Company involving  obligations owing to the Company in an
         amount in excess of $100,000;

                  (ix) the  distribution  by the  Company to its  Members of any
         asset of the Company (i)  otherwise  than in cash or (ii) in any fiscal
         year in excess of $10,000, or any redemption,  repurchase or retirement
         for value of any interest of any Member in the Company;

                  (x) the  execution,  delivery or performance by the Company of
         (A) any Affiliation  Agreement,  (B) any joint venture,  partnership or
         similar  agreement,  or (C)  the  acquisition,  sale  or  lease  of any
         property involving a consideration in excess of $100,000;



                                      -14-

<PAGE>

                  (xi) any Related Party Transaction  (whether  constituting one
         transaction   or  a   series   of   related   transactions)   involving
         consideration  in excess of  $10,000  individually  or  $50,000  in the
         aggregate for all Related Party Transactions;

                  (xii) the payment by the Company to any officer or employee of
         the  Company  of  compensation  in any year in an  amount  in excess of
         $80,000;

                  (xiii) a determination  to transfer,  surrender or not to seek
         renewal of any WCS License held by the Company or the  agreement of the
         Company to any  material  modification  to any WCS License  held by the
         Company; and

                  (xiv) the  settlement  of any  Proceeding  against the Company
         involving a claim for damages in excess of $100,000 or any  significant
         non-monetary relief.

         6.3      [Reserved]

         6.4      WCS Auction Process.

During the WCS Auction, the Managing Member (or its designee),  on behalf of the
Company,  shall,  with the approval of all Members,  bid for WCS  Licenses.  The
Company  shall not submit any bid for any WCS  License  without  approval of all
Members.  If for any reason any of the benefits  (including  without  limitation
bidding  credits)  available  to a "very small  business" as provided in the FCC
Rules as of the  date of this  Agreement  shall  cease  to be  available  to the
Company,  the decision to continue in the WCS Auction  process or to acquire any
WCS Licenses won in the WCS Auction shall require the approval of all Members.

         6.5      Liability of Managing Member.

The  Managing  Member shall not be liable,  responsible  or  accountable  to the
Company or any Member for any act or omission on behalf of the Company performed
or omitted by him in good faith and in a manner reasonably believed by him to be
within the scope of the  authority  granted to him by this  Agreement and in the
best  interests  of the  Company,  provided  that he was  not  guilty  of  gross
negligence,  willful  misconduct or any other breach of its fiduciary  duty with
respect to such acts or omissions.  Any loss,  damage or expense incurred by the
Managing  Member by reason of any act or omission so  performed or omitted by it
(and not involving gross negligence,  willful  misconduct or breach of fiduciary
duty) shall be paid by the Company to the extent assets are  available,  but the
other  Members shall not have any personal  liability to the Managing  Member or
the Company on account of such loss or damage.

         6.6      Limited Liability of Other Members.



                                      -15-

<PAGE>

Neither any Member nor its Company  Committee  appointee shall be liable for any
losses, debts, liabilities, contracts or other obligations of the Company except
to the extent required under any non- waivable  provision of the Delaware Act or
other applicable law.

         6.7      Other Activities of Members.

Any Member may engage independently or with others in other business ventures of
every  nature and  description.  Neither the Company nor any other  Member shall
have any rights or obligations in and to such independent ventures or the income
or profits derived  therefrom.  Notwithstanding  the foregoing,  (a) neither the
Managing  Member nor any member of the  Company  Committee  shall  engage in any
independent  business  or  activity if such  participation  in such  business or
activity would (i) materially  impair the Managing  Member's  ability to perform
its duties under this  Agreement or (ii) have a material  adverse  effect on the
ability of the Company to comply with the  applicable  law  (including,  without
limitation,  the  Communications  Act  and  the  FCC  Rules).  It  is  expressly
recognized  that  Rivgam  was  named the  winning  bidder  on  certain  personal
communications   services  licenses  in  the  personal  communications  services
auctions, and that those relationships could cause conflicts of interests either
with  respect to  bidding  in the WCS  Auction,  in the  development  of any WCS
Licenses won or otherwise.  The Members, on behalf of themselves and any and all
shareholders,  partners,  members and other investors therein,  hereby waive any
rights  which  any of them may  have  with  respect  to any  such  conflicts  of
interests, including without limitation any breaches of any fiduciary or similar
duties.

         6.8      Company Officers and Employees.

The Managing Member shall appoint (with the approval of the Company Committee by
Majority Vote) a President of the Company and such other officers of the Company
as the  Managing  Member  shall  deem  necessary  or  advisable  to  manage  the
day-to-day  business affairs of the Company.  The Managing Member may employ, on
behalf of the Company,  such other persons,  firms,  corporations or consultants
(including  employees and  accountants  and attorneys) as it deems advisable for
the  conduct  of the  business  of the  Company  on  such  terms  and  for  such
compensation as the Company may determine,  which  compensation shall be paid by
the Company,  subject to the necessity of obtaining authorization of the Company
Committee to the extent provided in Section 6.2 and subject to the provisions of
the Expenses Agreement.

         6.9      Expenses Agreement.

Reference is made to the Expenses Agreement which shall govern expenses incurred
through the date of execution of an  Affiliation  Agreement and shall  supersede
any contrary provision of this Agreement.

7.       TRANSFER OF COMPANY INTERESTS; SUBSTITUTE AND ADDITIONAL
         MEMBERS.



                                      -16-

<PAGE>

         7.1      Restrictions on Transfer of Interest.

                  No Member may assign, sell, transfer,  pledge,  hypothecate or
grant a security  interest  in, or  otherwise  dispose of (any such  transaction
being  referred to as a  "Transfer"),  all or any portion of its interest in the
Company  except in  compliance  with  this  Article  7 and the  requirements  of
applicable law.

         7.2      Transfer of Interests by Members.

Subject to compliance  with Sections 7.6 and 7.7 hereof,  Rivgam Company and any
other Member other than the Managing Member,  may Transfer all or any portion of
its interest in the Company.

         7.3      Transfer of Interests by the Managing Member.

The Managing Member may not Transfer any portion of the interest of the Managing
Member in the Company without the unanimous written consent of all Members which
consent  may be  granted  or  withheld  by any  Member in the sole and  absolute
discretion of such member.

         7.4      [Reserved].

         7.5      Invalid Transfers Void.

Any purported Transfer of any interest in the Company or any part thereof not in
compliance  with  this  Article  7 shall be null  and  void and of no force  and
effect, and the transferring Member shall be liable to the other Members and the
Company for all Costs arising from and relating to such noncomplying Transfer.

         7.6      Documentation.

The Company shall not  recognize  for any purpose any  purported  admission of a
Member  unless  and  until the  provisions  of this  Article  7 shall  have been
satisfied or waived and there shall have been delivered to the Company Committee
a dated notification of such Transfer:

                  (a) executed  and  acknowledged  by both the Member  effecting
         such Transfer and the Person to be admitted;

                  (b) including the notice address of and the written acceptance
         by the Person to be  admitted of all the terms and  provisions  of this
         Agreement  and an  agreement  by such Person to perform  and  discharge
         timely  all  of the  obligations  and  liabilities  in  respect  of the
         interest being obtained;



                                      -17-

<PAGE>

                  (c) setting forth the Capital Accounts of the Member effecting
         such Transfer and the Person to be admitted after such admission (which
         together  shall be no greater  than the Capital  Accounts of the Member
         affecting such Transfer prior thereto); and

                  (d)  containing  a  representation   and  warranty  that  such
         Transfer  was  made  in  accordance   with  all  applicable   laws  and
         regulations  and a  representation  and  warranty  by the  Person to be
         admitted that the representations,  warranties and agreements set forth
         herein are true and correct and in force with respect to such Person.

Each such Transfer and  admission  shall be effective as of the first day of the
calendar month  immediately  succeeding the month in which the Company Committee
shall receive such  notification of Transfer and the other  requirements of this
Article 7 shall have been met.

         7.7      Legality.

Notwithstanding any provision of this Agreement to the contrary,  no Transfer of
an interest in the Company or  distributions  therefrom or admission of a Person
to the Company shall be effective unless:

                  (a) either (i) the  interest in the  Company or  distributions
         therefrom  subject  to such  Transfer  or  admission  shall  have  been
         registered   under  the  Securities  Act,  and  any  applicable   state
         securities  laws or (ii) the  Company  shall have  received a favorable
         opinion  of the  Company's  legal  counsel  or of other  legal  counsel
         acceptable to the Company Committee to the effect that such Transfer or
         admission is exempt from registration under such laws, and

                  (b) the Company shall have received a favorable opinion of the
         Company's  legal  counsel or of other legal  counsel  acceptable to the
         Company  Committee to the effect that such Transfer or admission  would
         not (i) subject the  Partnership  to  regulation  under the  Investment
         Company  Act of  1940,  the  Investment  Advisers  Act of  1940  or the
         Employee  Retirement  Income Security Act of 1974, each as amended from
         time to time, (ii) jeopardize the Company's  ability to comply with the
         Communications  Act and the FCC Rules;  (iii) jeopardize the ability of
         the Company to comply with any other  applicable  law, or (iv)  violate
         any applicable law.

The Company  Committee may waive any of the  foregoing if the Company  Committee
determines  by  Supermajority  Vote,  that such  waiver  would not result in any
material adverse consequences to the Company or any Member.

         7.8      Costs.

All costs (including,  without limitation, the reasonable legal fees incurred in
connection with the obtaining of the legal opinions  referred to in Section 7.7)
incurred by the Company in connection


                                      -18-

<PAGE>

with any Transfer or admission of a Person to the Company (other than admissions
contemplated  by Section  7.09) shall be borne and paid by the Member  effecting
such  Transfer  within 10 days after the receipt by such Member of the Company's
invoice for the amount due.

         7.9      Additional Members.

Additional  Persons  (other than a  transferee  of an  existing  interest in the
Company as to which  Section  7.1  applies)  may be  admitted  to the Company as
Members (such Persons being referred to as "Additional  Members") with the prior
authorization  of the Company  Committee by  Supermajority  Vote and  additional
contributions  of capital  to the  Company  may be made at any time by  existing
Members on such terms and  conditions  as may be determined in good faith by the
Company Committee by Supermajority Vote at the time of such issuance;  provided,
however,  that no such admission or issuance would affect the Company's  ability
to comply  with any  applicable  statutes  or  regulations  (including,  without
limitation, the Communications Act and the FCC Rules).

         7.10     Interests in a Member.

No Member shall cause or permit an interest, direct or indirect, in itself to be
Transferred  such that,  on account of such  Transfer,  (i) the Company would be
considered  to have  terminated  within the  meaning of Section 708 of the Code,
(ii) the  Company  would cease to be  classified  as a  partnership  for federal
income  tax  purposes,  or  (iii)  the  Company's  ability  to  comply  with any
applicable law (including,  without  limitation,  the Communications Act and the
FCC Rules) would be affected adversely.

8.       BOOKS OF ACCOUNT.

         8.1      General.

Full and  accurate  books of  account  in  accordance  with  generally  accepted
accounting  principles,  in which shall be entered each and every transaction of
the Company,  shall be kept by the Company at the office and principal  place of
business of the Company (or at such other  place as the  Managing  Member  shall
advise the Members in writing), and such books shall at all times be open to the
inspection  of the Members.  A report  prepared at the direction of the Managing
Member showing the financial  condition of the Company at the end of each fiscal
year of the Company and the results of its  operations for the fiscal year shall
be mailed to each Member  within 90 days after the end of the fiscal year.  This
report shall set forth in detail the transactions effected by the Company during
the fiscal  year.  In  addition,  within 90 days after the end of each  calendar
year, the Managing Member shall cause to be sent to each person who was a Member
or permitted assignee at any time during such calendar year such tax information
as shall be necessary for the  preparation by such Member or permitted  assignee
of its Federal income tax return and other tax returns.




                                      -19-

<PAGE>

         8.2      Fiscal Year.

Except as otherwise  required by the Code,  the fiscal year of the Company shall
be the calendar year.

9.       DISSOLUTION AND TERMINATION OF THE COMPANY.

         9.1      Events of Dissolution.

The  Company  shall  be  dissolved  and its  affairs  shall be wound up upon the
occurrence of any of the following events:

                  (i) the  expiration  of the term of the Company  specified  in
         Section 3 hereof;

                  (ii) the  unanimous  written  consent  of all  Members  to the
         dissolution of the Company;

                  (iii) if, after  conclusion  of the WCS  Auction,  the Company
         shall not have been awarded any WCS License;

                  (iv) if the WCS Auction has not commenced on or before June 1,
         1997;

                  (v) if, at any time  during the term of the  Company,  (A) all
         WCS  Licenses  granted to the  Company  are either  transferred  by the
         Company  or  revoked  and (B) the  Company  Committee  shall  not  have
         authorized  the  Company,  by a  Supermajority  Vote,  to  conduct  any
         business other than the Company Business;

                  (vi)     judicial dissolution;

                  (vii) the transfer, sale or distribution to the Members of all
         or substantially all of the assets of the Company; or

                  (viii)  the  Incapacity  of any Member  unless a  Majority  of
         Remaining Members votes to continue the Company within ninety (90) days
         following the  occurrence of any such  Incapacity,  provided  that, the
         provisions  of this  Paragraph 9.1 (viii) shall cease to apply upon the
         written  determination  of Managing  Member that such provisions are no
         longer  necessary  to cause the Company to be treated as a  partnership
         for applicable state income tax purposes.

                  Without the  unanimous  written  consent of the Members,  each
Member agrees not to withdraw as a Member of the Company or take any action that
would  otherwise  result in an event of  withdrawal  (within  the meaning of the
Delaware  Act) of such Member from the Company or result in the  dissolution  of
the Company (other than pursuant to Section 9.(a)(i), through (v)).


                                      -20-

<PAGE>

         9.2      Distribution of Company Assets.

Upon the dissolution of the Company in accordance with Section 9.1, the Managing
Member shall act as liquidator (unless there is no Managing Member at such time,
in which case the Members  shall  select,  by vote of a majority  in  Percentage
Interest,  a person (which may include any Member) to act as  liquidator) of the
Company's  assets.  After  paying  the  Company's  outstanding   liabilities  to
creditors  in the order of  priority as  provided  by law (or the  provision  of
adequate reserves  therefor),  the liquidator shall distribute to each Member an
amount equal to the positive  balance in its Capital Account  (determined  after
taking into account all Capital  Account  adjustments  for the Company's  fiscal
year  during  which such  liquidating  distributions  are made) in assets of the
Company  and/or in cash, as the Company  Committee by  Supermajority  Vote shall
determine in its sole and absolute  discretion.  All  liquidating  distributions
shall be made by the end of the  taxable  year of the Company  during  which the
liquidation of the Company  occurs (or, if later,  within 90 days after the date
of such liquidation).

         9.3      Return  of  Capital   Contributions   upon   Termination   and
                  Dissolution of the Company

Each Member  agrees that the  liability  of the Company to him for the return of
his capital  contributions is limited to the Company assets.  In the event of an
insufficiency  of Company  assets to return to a Member  the full  amount of his
capital  contributions,  the Member hereby waives any and all claims  whatsoever
which he might  otherwise  have  against the  Company.  No Member  shall have an
obligation  to contribute  to the Company the deficit  balance,  if any, in such
Member's Capital Account upon the dissolution of the Company.

         9.4      Distributions of Property.

Distributions of Company assets other than cash pursuant to Section 4 or Section
9.2 shall be treated as a  distribution  of cash equal to the gross fair  market
value of the property as of the date of  distribution,  less any  liabilities to
which the  property  is subject or which the  distributee  Member  assumes  upon
distribution.  Upon any  distribution  of assets  other  than cash  pursuant  to
Section 4 or this Section 9.4, the Members' Capital Accounts will be adjusted as
required by Treasury Regulation Section 1.7.4.1(b)(2)(iv)(e), and as provided in
Section  4.2(c)  if the  Company  Committee  by  Supermajority  Vote  reasonably
determines  that such  adjustment  is  necessary or  appropriate  to reflect the
relative economic interests of the Members in the Partnership.

10.      POWER OF ATTORNEY.

         10.1     General.

Each of the Members  irrevocably  constitutes  and appoints the Managing  Member
(and each successor  Managing Member,  if any) his true and lawful attorney,  in
his name, place and stead, to make, execute, acknowledge and/or file:



                                      -21-

<PAGE>

                  (a) a Certificate of Formation under the Delaware Act, and any
required amendments thereto;

                  (b)  all  documents  and  instruments   which  may  be  deemed
necessary or desirable to effect the winding-up  and  termination of the Company
(including, but not limited to, a certificate of cancellation of the Certificate
and all amendments thereto);

                  (c) any documents which may be required to effect transfers of
Company interests;

                  (d) any business  certificate,  fictitious  name  certificate,
amendment  thereto or other  instrument or document of any kind necessary or, in
the opinion of the Managing  Member,  advisable to accomplish the purpose of the
Company or required by applicable federal, state or local law.

         10.2     Survival of Power of Attorney.

The power of attorney set forth in Section 10.1 shall survive any  assignment or
other transfer  (voluntary or  involuntary) by a Member of the whole or any part
of his interest in the Company.

11.      REPRESENTATIONS AND WARRANTIES OF MANAGING MEMBER.

                  The  Managing  Member  hereby  represents  and warrants to the
Members as follows:

         11.1     Organization.

The Managing  Member has full power and  authority to enter into and perform its
obligations under this Agreement.

         11.2     Authorization.

This  Agreement has been duly executed and delivered by the Managing  Member and
constitutes  the legal,  valid and binding  obligation  of the Managing  Member,
enforceable in accordance with its terms,  except as such  enforceability may be
limited by  bankruptcy,  insolvency or other laws  affecting  creditors'  rights
generally and the exercise of judicial  discretion  in  accordance  with general
equitable principles.

         11.3     No Conflict.

The  execution,  delivery  and  performance  of this  Agreement  by the Managing
Member,  and the compliance with the terms and conditions hereof by the Managing
Member,  does not,  with or without the giving of notice or the lapse of time or
both,  conflict with,  breach the terms or conditions  of,  constitute a default
under, or violate this Agreement, any agreement to which the Managing


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<PAGE>
Member is a party,  or any  judgment,  decree,  order,  law,  rule or regulation
applicable to the Managing Member.

         11.4     Litigation.

There is no judgment,  award, order, writ,  injunction,  arbitration decision or
decree outstanding or any litigation, proceeding, claim or investigation pending
or,  to the best  knowledge  of the  Managing  Member,  threatened  against  the
Managing  Member or any of its  partners  which  may  adversely  effect  (i) the
ability of the Managing Member to enter into and perform its  obligations  under
this  Agreement or (ii) the ability of the Company to bid for,  obtain,  or hold
any WCS License.

         11.5     [Reserved]

         11.6     U.S. Citizen.

The Managing Member is a citizen of the United States.

         11.7     Financial Qualification of the Managing Member.

The average  annual Gross  Revenues of the Managing  Member,  together  with the
average  annual  Gross  Revenues  of all  of its  Affiliates,  for  each  of the
preceding  three  fiscal  years  prior  to  January  1,  1997  (and  each  ofthe
immediately preceding calendar years, if different) are less than $15,000,000.

12.      REPRESENTATIONS AND WARRANTIES OF RIVGAM.

Rivgam hereby represents and warrants to the Members as follows:

         12.1     Organization.

Such Member has been duly formed and is validly  existing  and in good  standing
under the laws of the  jurisdiction of formation,  is duly qualified to transact
business in all jurisdictions in which the conduct of its business requires such
qualification  and has the requisite power and authority to conduct its business
and to enter into and  perform  its  obligations  under this  Agreement.  Unless
disclosed in writing to the Managing  Member,  such Member is not a non-resident
alien for federal income tax purposes.

         12.2     Authorization.

The  execution,  delivery and  performance  of this Agreement by Rivgam has been
duly  authorized by all necessary  action on the part of Rivgam.  This Agreement
has been duly executed and delivered by Rivgam and constitutes the legal,  valid
and binding obligation of Rivgam,  enforceable against Rivgam in accordance with
its terms, except as such enforceability may be limited by bankruptcy,


                                      -23-

<PAGE>

insolvency or other laws affecting  creditors' rights generally and the exercise
of judicial discretion in accordance with general equitable principles.

         12.3     No Conflict.

The execution,  delivery and  performance  of this Agreement by Rivgam,  and the
compliance  with the terms and  conditions  hereof by Rivgam,  does not, with or
without the giving of notice or the lapse of time or both, conflict with, breach
the  terms or  conditions  of,  constitute  a  default  under,  or  violate  the
organizational documents of Rivgam, any agreement to which Rivgam is a party, or
any judgment, decree, order, law, rule or regulation applicable to Rivgam.

         12.4     Litigation.

There is no unsatisfied judgment,  award, order, writ,  injunction,  arbitration
decision  or  decree  outstanding  or  any  litigation,   proceeding,  claim  or
investigation  pending or, to the best knowledge of Rivgam,  threatened  against
Rivgam  which may  adversely  affect  the  ability  of Rivgam to enter  into and
perform its obligations under this Agreement.

         12.5     Investment Interest: Nature of Investment.

Rivgam is acquiring its interest in the Company for its own account and not with
a view to,  or for  resale in  connection  with,  any  distribution  thereof  in
violation of the Securities Act or any applicable state securities laws.  Rivgam
is an "accredited investor" within the meaning of Regulation D promulgated under
the  Securities  Act and  understands  that  interests in the Company may not be
transferred  absent  compliance  with  the  registration   requirements  of  the
Securities Act and applicable  state securities laws or pursuant to an exemption
therefrom and otherwise in compliance with the terms of this Agreement.

13.      INDEMNIFICATION.

         13.1 Indemnification of Members by the Managing Member.

The Managing  Member  hereby  agrees to indemnify and hold harmless each Member,
its  Affiliates,  employees,  successors  and  assigns  from and  against and in
respect of, and to reimburse them for, any and all losses,  costs,  liabilities,
claims, obligations and expenses, including, without limitation, reasonable fees
and disbursements of counsel (together  "Losses"),  incurred or suffered by such
Member and arising from (i) the breach of any  representation or warranty of the
Managing  Member set forth herein,  or (ii) any breach,  violation or failure to
perform any agreement,  covenant or obligation of the Managing  Member set forth
herein;  provided,  however,  that the Managing Member shall not be obligated to
provide such  indemnity to the extent that such breach,  violation or failure to
perform  related to the  management  of the  business and affairs of the Company
(other than as provided Sections 6.2 and 6.4 hereof) and either (a) the Managing
Member  was not  guilty of gross  negligence,  willful  misconduct  or any other
breach of its fiduciary duty, or (b) the funds available


                                      -24-

<PAGE>

to the  Company to pay or  reimburse  the  Managing  Member for the costs of the
performance  of such  agreement,  covenant or obligation of the Managing  Member
were  insufficient  to pay or reimburse  the Managing  Member for full amount of
such costs.

         13.2     Indemnification of Managing Member by Rivgam.

Rivgam hereby agrees to indemnify  and hold  harmless the Managing  Member,  its
Affiliates,  employees,  successors  and  assigns  from and  against any and all
Losses  incurred  or suffered by the  Managing  Member and arising  from (i) the
breach by Rivgam of any  representation  or warranty of Rivgam set forth herein,
or (ii) any breach,  violation or failure to perform any covenant,  agreement or
obligation of Rivgam set forth herein.

         13.3     Indemnification of Member.

                  (a) The Company shall  indemnify and hold harmless any Member,
and their  respective  directors,  officers,  employees,  agents,  shareholders,
Company Committee appointees,  and Controlling Persons, from and against any and
all Losses  incurred or suffered by reason of any act performed or omitted to be
performed by the Company,  any Member or their respective  directors,  officers,
employees,  agents,  shareholders,  Company Committee appointees, or Controlling
Persons in  connection  with the business or affairs of the Company or by reason
of the Member's status as the Member of the Company or such  appointee's  status
as a member of the Company Committee,  as the case may be, including  reasonable
attomeys'  fees in  connection  with the defense of any action based on any such
act or omission, which attorney's fees shall be paid as incurred,  including all
such  liabilities   under  federal  and  sate  securities  laws  (including  the
Securities Act ) to the extent permitted by law.

                  (b)  Notwithstanding  the  provisions  of  clause  (a) of this
Section 13.3, (i) the indemnification  thereunder shall be limited to the assets
of the  Company,  and  (ii) no such  indemnification  shall be  provided  to the
Managing Member if the Managing Member was guilty of gross  negligence,  willful
misconduct or other breach of its fiduciary duty (or in the case of a claim by a
Member that the Managing Member has breached its obligations  under Sections 6.2
and 6.4 hereof) with respect to the act or omission  giving rise to the Loss for
which  indemnification  is sought, as finally determined by a court of competent
jurisdiction.

14.      MISCELLANEOUS.

         14.1     Governing Law.

This Agreement shall be governed by, and construed in accordance  with, the laws
of the State of Delaware,  without regard to any otherwise governing  principles
of conflicts of law.



                                      -25-

<PAGE>

         14.2     Binding Effect.

This  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective successors,  assigns, legal representatives,
heirs and  distributees.  Nothing in this  Agreement,  expressed or implied,  is
intended or shall be construed to give any person other than the parties to this
Agreement (or their respective successors, assigns, legal representatives, heirs
and  distributees)  any legal or  equitable  right,  remedy or claim under or in
respect of any agreement or provision  contained  herein, it being the intention
of the parties hereto that this Agreement is for the sole and exclusive  benefit
of such parties (or such successors,  assigns, legal representatives,  heirs and
distributees) and for the benefit of no other person.

         14.3     Amendment.

                  This  Agreement  may not be  modified  or  amended at any time
except by a writing signed by each Member.  The Company  Committee may,  without
the consent of the  Members,  amend and  supplement  this  Agreement  to reflect
admissions and  withdrawals of Members made in accordance with the provisions of
this Agreement.

         14.4     Interpretation.

The use of the  neuter  herein  shall be  deemed to  include  the  feminine  and
masculine  genders.  The use of either the  singular or the plural  includes the
other  unless the  context  clearly  requires  otherwise.  The  headings in this
Agreement  are for  convenience  of  reference  only,  and  shall  not  limit or
otherwise affect the meaning hereof.

         14.5     Counterparts.

This  Agreement  may be  executed in any number of  counterparts,  and each such
counterpart  shall  for all  purposes  be  deemed  an  original,  and  all  such
counterparts shall together constitute but one and the same agreement.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first set forth in this Agreement.

                                   James Balitsos


                                   /s/ James Balitsos
                                   ----------------------------------------

                                   RIVGAM COMMUNICATORS, L.L.C.

                                   By: /s/ Stephen G. Bondi
                                       ------------------------------------
                                            Stephen G. Bondi
                                            Authorized Person



                                      -26-

<PAGE>

                                   SCHEDULE A



                              Percentage Interest   Initial Capital Contribution
James Balitsos                       50.1%                     $25,000
Rivgam Communicators, L.L.C.         49.9%                     $24,900




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