BAL/RIVGAM LLC


         Finder's  Agreement,  dated as of  February  1,  2000,  by and  between
Bal/Rivgam  LLC  ("Bal/Rivgam")   and  Gabelli  Group  Capital  Partners,   Inc.
("Gabelli").

         WHEREAS,  Bal/Rivgam desires to avail itself of the services of Gabelli
with  respect to finding  potential  candidates  to  acquire  certain  assets of
Bal/Rivgam.; and

         WHEREAS, Gabelli desires to provide such services to Bal/Rivgam;

         NOW, THEREFORE, in consideration of the payments are hereafter provided
and the mutual  promises and  conditions  herein set forth,  the parties  hereto
hereby agree as follows:

         1.       Services to be Rendered by Gabelli

                  As directed by  Bal/Rivgam,  Gabelli agrees to act as a finder
                  to assist  Bal/Rivgam with the realization of the value of its
                  Wireless  Communications  Service  (WCS)  licenses  which  are
                  listed on Schedule A in one or more transactions.

         2.       Compensation Payable to Gabelli

                  In the event that a transaction  is  consummated  with a party
                  contacted by Gabelli,  Gabelli will be paid a fee equal to six
                  percent (6%) of the total consideration received by Bal/Rivgam
                  (the  "Fee").  The Fee shall be payable in cash at the closing
                  of any transaction.

         3.       Expenses.

                  Each party hereto  shall bear its own  expenses in  connection
                  with its performance hereunder;  provided,  however, that if a
                  transaction is consummated  with a party contacted by Gabelli,
                  Gabelli  will  be  reimbursed  by  Bal/Rivgam   for  Gabelli's
                  out-of-pocket  expenses,  plus any sales, use or similar taxes
                  arising in connection with this engagement.

         4.       Independent Contractor.

                  In  its  capacity  as  an  independent   contractor,   Gabelli
                  acknowledges  that  it  is  acting  solely  as  a  finder  for
                  Bal/Rivgam and that it is not an agent of Bal/Rivgam.  Gabelli
                  further acknowledges that it has no power or authority to bind
                  Bal/Rivgam to any contract or agreement.  In the event Gabelli
                  has reason to believe  that it is perceived by any third party
                  to be an agent of  Bal/Rivgam  or  otherwise to have the power
                  and




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                  authority  to  bind  Bal/Rivgam,   it  shall  take  reasonable
                  affirmative steps to dispel such perception.

         5.       Confidential Information.

                  Except as  contemplated  by this  Agreement  or as required by
                  applicable  law or  pursuant  to an order  entered or subpoena
                  issued by a court of competent  jurisdiction,  Gabelli and its
                  employees  and  representatives  shall keep  confidential  all
                  non-public  information provided to it by Bal/Rivgam and shall
                  not disclose such  information  to any third party without the
                  prior approval of Bal/Rivgam.

         6.       Indemnification and Contribution.

                  Bal/Rivgam  shall  indemnify  and hold harmless  Gabelli,  its
                  directors, officers, shareholders, agents, employees and legal
                  representatives   (each  an  "Indemnified  Person")  from  and
                  against  any and all losses,  actions,  claims,  damages,  and
                  liabilities whatsoever,  except those caused by an Indemnified
                  Person's own gross negligence or willful misconduct,  relating
                  to or arising out of this engagement,  and will reimburse each
                  Indemnified  Person  for all  reasonable  expenses  (including
                  legal counsel fees) incurred in  investigating,  preparing for
                  or defending  any claim,  action or  threatened  litigation or
                  other proceeding.

                  If  indemnification  is  unavailable or  insufficient  for any
                  reason,  Gabelli or any other Indemnified  Person in any event
                  will  not be  required  to pay as a result  of any such  loss,
                  action,  claim or liability an amount,  in the  aggregate,  in
                  excess of the amount of the Fee, if any.

         7.       Expiration.

                  This  Agreement  shall  expire  one year  from the date  first
                  written  above,  unless  extended by both  parties in writing.
                  Gabelli,  however,  shall be  entitled to the Fee in the event
                  that a  transaction  with a  party  contacted  by  Gabelli  is
                  consummated  within  one  year  from  the  expiration  of this
                  Agreement.







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         8.       Notices.

                  All notices hereunder shall be delivered to the other party at
                  the  following  address (or such other address as specified in
                  writing):

                  To Gabelli                                To Bal/Rivgam

                  Gabelli Group Capital Partners, Inc.      Bal/Rivgam LLC
                  One Corporate Center                      c/o James Balitson
                  Rye, New York 10580-1433                  19 Spectacle Lane
                  Attention: Stephen G. Bondi               Wilton, CT 06897

         9.       Amendment; Governing Law.

                  This  Agreement  may not be  amended  or  modified  except  in
                  writing,  signed by each of the parties, and shall be governed
                  by and construed in  accordance  with the laws of the State of
                  New York.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.

                                   BAL/RIVGAM LLC



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


                                   GABELLI GROUP CAPITAL PARTNERS, INC.



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



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                                   Schedule A

WCS Licenses of Bal/Rivgam LLC


Boston, MA, B Block, KNLB200

Milwaukee, WI, A Block, KNLB217

Minneapolis-St. Paul, MN, A Block, KNLB218

Phoenix, AZ, B Block KNLB219

Los Angeles - San Diego, CA, A Block, KNLB220




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