SPRINT PCS
                               SERVICES AGREEMENT

                                     Between

                              SPRINT SPECTRUM L.P.

                                       and

                         BRIGHT PERSONAL COMMUNICATIONS
                                  SERVICES, LLC




                          Dated as of October 13, 1999





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                                TABLE OF CONTENTS


                                                                            Page

1.       ENGAGEMENT OF SPRINT SPECTRUM........................................ 1
         1.1      Engagement of Sprint Spectrum .............................. 1
         1.2      Reliance on Manager ........................................ 2
         1.3      Non-exclusive Service ...................................... 2
         1.4      Manager's Use of Services . ................................ 2

2.   SERVICES     ............................................................ 2
         2.1      Available Services; Selected Services ...................... 2
                  2.1.1 Available Services ................................... 2
                  2.1.2 Selected Services..................................... 3
                  2.1.3 Changes to Selected Services ......................... 3
         2.1.4    Performance of Selected Services ........................... 3
         2.2      Third Party Vendors . ...................................... 3
         2.3      Contracts .................................................. 4

 3. FEES FOR SELECTED SERVICES ............................................... 4
 3.1 Payment of Fees ......................................................... 4
 3.2 Adjustment of Fees ...................................................... 4
 3.3 Late Payments ........................................................... 4
 3.4 Taxes        ............................................................ 5

 4. TERM; TERMINATION; EFFECT OF TERMINATION ................................. 5
         4.1 Term ............................................................ 5
         4.2 Effect of Termination ........................................... 5

 5. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION .............................. 5
         5.1      Books and Records .......................................... 5
                  5.1.1 General .............................................. 5
                  5.1.2 Audit ................................................ 6
                  5.1.3 Contesting an Audit . ................................ 6
         5.2      Confidential Information ................................... 7

 6. INDEMNIFICATION .........................................................  8
         6.1      Indemnification by Sprint Spectrum ........................  8
         6.2      Indemnification by Manager ................................  9
         6.3      Procedure .................................................  9
                  6.3.1 Notice ..............................................  9
                  6.3.2 Defense by Indemnitor . ............................. 10
                  6.3.3 Defense by Indemnitee ............................... 10
                  6.3.4 Costs ............................................... 10
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 7. DISPUTE RESOLUTION ...................................................... 10
         7.1 Negotiation .................................................... 10
         7.2 Unable to Resolve .............................................. 11
         7.3 Attorneys and Intent ........................................... 11

 8.      REPRESENTATIONS AND WARRANTIES ..................................... 11
8.1      Due Incorporation or Formation; Authorization of Agreements          11
         8.2Valid and Binding Obligation .................................... 11
         8.3 No Conflict; No Default ........................................ 12
         8.4 Litigation ..................................................... 12

 9. GENERAL PROVISIONS ...................................................... 12
        9.1       Notices ................................................... 12
        9.2       Construction .............................................. 12
        9.3       Headings . ................................................ 12
        9.4       Further Action ............................................ 13
        9.5       Specific Performance ...................................... 13
        9.6       Entire Agreement; Amendments .............................. 13
        9.7       Limitation on Rights of Others ............................ 13
        9.8       Waivers; Remedies ......................................... 13
        9.9       Waiver of Jury Trial ...................................... 14
        9.10      Binding Effect ............................................ 14
        9.11      Governing Law ............................................. 14
        9.12      Severability .............................................. 14
        9.13      Limitation of Liability ................................... 14
        9.14      No Assignment; Exceptions ................................. 15
        9.15      Disclaimer of Agency ...................................... 15
        9.16      Independent Contractors ................................... 15
        9.17      Expense ................................................... 15
        9.18      General Terms ............................................. 15
        9.19      Conflicts with Management Agreement ....................... 16
        9.20      Master Signature Page ..................................... 16




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                          SPRINT PCS SERVICES AGREEMENT


     This  SERVICES  AGREEMENT  is made as of October 13 , 1999,  by and between
Sprint Spectrum L.P., a Delaware limited partnership  ("Sprint  Spectrum"),  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. Manager and the holder of the License ("Sprint PCS") are entering into a
Management  Agreement  contemporaneously  with the execution of this  agreement,
under which  Manager  will  design,  construct,  operate,  manage and maintain a
wireless  services  network in the Service  Area in  accordance  with Sprint PCS
standards  and will offer and promote  Sprint PCS  Products  and  Services  that
operate on the Sprint PCS Network.

     B. Manager desires to enter into this agreement with Sprint Spectrum, under
which Sprint Spectrum may furnish certain  services to Manager to assist Manager
to build out,  operate,  manage and maintain the Service Area Network  under the
License.

                                    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. ENGAGEMENT OF SPRINT SPECTRUM

     1.1  Engagement of Sprint  Spectrum.  Manager  engages  Sprint  Spectrum to
assist Manager with certain specified services in connection with the operations
of Manager and in building out, operating,  managing and maintaining the Service
Area  Network,  subject to the terms and  conditions of this  agreement.  Sprint
Spectrum accepts the engagement and will use the same effort and demonstrate the
same care in  performing  its  obligations  under this  agreement  as it uses in
conducting its own business.  Manager will use the efforts and  demonstrate  the
care necessary for Sprint Spectrum to meet its obligations under this agreement.
When  providing  the Selected  Services,  Sprint  Spectrum  will  provide  those
services  to Manager in the same manner it  provides  those  services to its own
business,  including the use of third party vendors to provide certain  Selected
Services.

     1.2 Reliance on Manager. Manager understands that Sprint Spectrum's ability
to provide the Selected  Services  will depend  largely on Manager's  compliance
with the Sprint PCS Program  Requirements  under the  Management  Agreement  and
cooperation   with  Sprint   Spectrum.   Manager  agrees  to  comply  with  such


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requirements  and to cooperate with Sprint Spectrum to enable Sprint Spectrum to
perform its obligations under this agreement.

     1.3 Non-exclusive Service. Nothing contained in this agreement confers upon
Manager an exclusive right to any of the Available Services. Sprint Spectrum may
contract with others to provide  expertise and services  identical or similar to
those to be made available or provided to Manager under this agreement.

     1.4 Manager's Use of Services. Manager agrees it will only use the Selected
Services in connection  with its Service Area Network.  Manager will not use the
Selected  Services  outside the  Service  Area or in  connection  with any other
business.

                                   2. SERVICES

     2.1 Available Services; Selected Services.

          2.1.1  Available  Services.  Subject  to the terms of this  agreement,
Manager  may  obtain any of the  Available  Services  from  Sprint  Spectrum  in
accordance  with the  provisions  of this Section 2.1.  The  Available  Services
offered from time to time and the fees charged for such Available  Services will
be set forth on the then current Exhibit 2.1.1 (the "Available Services and Fees
Schedule"). If Sprint Spectrum offers any new Available Service, it will deliver
a new Exhibit 2.1.1 indicating the new service and the fee for the new service.

          Manager  may  select  one or  more  of  the  categories  of  Available
Services.  If Manager selects a particular category of services it must take and
pay for all of the services under the category selected,  Manager may not select
only particular services within that category.

          If Sprint Spectrum  determines to no longer offer an Available Service
and the service is not a Selected Service, then Sprint Spectrum may give Manager
written  notice  at any time  during  the  term of this  agreement  that  Sprint
Spectrum no longer offers the Available Service.

          Sprint  Spectrum may modify Exhibit 2. 1.1 from time to time.  Exhibit
2.1.1 will be deemed amended upon delivery of the new Exhibit 2.1.1 to Manager.

          2.1.2  Selected  Services.  During  the  term of this  agreement,  and
subject  to the  terms of this  agreement,  Manager  has  selected,  and  Sprint
Spectrum  has  agreed  to  furnish  or cause to be  furnished  to  Manager,  the
Available  Services  listed on Exhibit 2.1.2 (which listed  services will be the
Selected  Services).  Sprint Spectrum may require from time to time that certain
Available  Services be Selected Services where necessary to comply with legal or
regulatory  requirements (e.g., mandatory provision of emergency 911 service) or
applicable operating  constraints (e.g., delivery of merchandise to the regional
distribution centers of national retail distributors).

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          2.1.3  Changes to  Selected  Services.  If Manager  deter-mines  it no
longer  requires a Selected  Service,  then  Manager  must give Sprint  Spectrum
written  notice at least 3 months prior to the date on which  Manager  wishes to
discontinue its use of such Selected Service.

          If Sprint Spectrum  determines to no longer offer an Available Service
and such service is one of Manager's  Selected  Services,  then Sprint  Spectrum
must give Manager  written notice at least 9 months prior to its  discontinuance
of such  Available  Service  that  Sprint  Spectrum  will no longer  offer  such
Available  Service.  If the Available  Service to be discontinued is required by
Sprint  Spectrum  to be a  Selected  Service,  then  Sprint  Spectrum  will  use
commercially  reasonable  efforts to (a) help Manager provide the service itself
or find another  vendor to provide the  service,  and (b)  facilitate  Manager's
transition to the new service provider.

          2.1.4 Performance of Selected Services. Sprint Spectrum may select the
method,  location  and means of  providing,  the  Selected  Services.  If Sprint
Spectrum  wishes to use Manager's  facilities to provide the Selected  Services,
Sprint Spectrum must obtain Manager's prior written consent.

     2.2 Third Party Vendors.  Some of the Available  Services might be provided
by third party vendors under arrangements  between Sprint Spectrum and the third
party vendors. In some instances,  Manager may receive Available Services from a
third party  vendor  under the same terms and  conditions  that Sprint  Spectrum
receives  such  services.  In other  instances,  Manager may  receive  Available
Services  under the  terms and  conditions  set  forth in an  agreement  between
Manager and the third party  vendor.  If Manager  wishes to engage a third party
vendor to provide Available Services,  Selected Services,  or Available Services
that Sprint  Spectrum  will no longer  offer,  Manager must first obtain  Sprint
Spectrum's  prior  written  consent,  which  consent  will  not be  unreasonably
withheld.  Before  Manager may obtain from the third party vendor any  Available
Services,  Selected Services, or Available Services that Sprint Spectrum will no
longer offer, such vendor must execute an agreement  prepared by Sprint Spectrum
that  obligates the vendor to maintain the  confidentiality  of any  proprietary
information and that prohibits the vendor from using any proprietary technology,
information  or methods for its  benefit or the  benefit of any other  person or
entity.  Manager's use of a third party vendor that is not  providing  Available
Services to Manager on behalf of Sprint PCS under the Management  Agreement will
not qualify for assumed compliance with the Program  Requirements under Sections
7. 1 (a)(ii) or 8. 1 (b) of the Management Agreement.

     2.3 Contracts. Manager will notify Sprint Spectrum of any contract or other
arrangement  Manager  has with any other  party  that  will  affect  how  Sprint
Spectrum is to provide the Selected Services.

                          3. FEES FOR SELECTED SERVICES

     3.1 Payment of Fees.  Sprint  Spectrum and Manager  agree that the fees for
the Available Services will initially be those set forth on Exhibit 2.1.1, which
fees  represent an  adjustment  to any fees paid by Sprint PCS to Manager  under
Section 10 of the Management Agreement. The monthly charge for any fees based on


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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.  Manager agrees to pay the fees to Sprint  Spectrum
within  20 days  after  the  date of the  invoice.  If  Manager  enters  into an
agreement with a third party vendor under Section 2.2, Manager agrees to pay the
fees for the services  rendered by the third party vendor in accordance with the
terms and conditions of such agreement.

     3.2 Adjustment of Fees.  Sprint Spectrum may change the fee for any service
it provides once during any 12-month period by delivering a new Exhibit 2.1.1 to
Manager. Exhibit 2.1.1 will be deemed amended on the effective date noted on the
new  Exhibit  2.1.1,  which  will be at least 30 days after  delivering  the new
Exhibit  2.1.1.  Manager  must  notify  Sprint  Spectrum  in writing  before the
effective  date of the new  Exhibit  2.1.1 if Manager  wishes to  discontinue  a
Selected Service for which the price is being increased (a "Cancelled Service").
If Manager  discontinues  a Selected  Service  under this  Section  3.2,  Sprint
Spectrum will, at Manager's  option,  continue to provide the Cancelled  Service
and to charge Manager the current fee (i.e.,  the fee under the Exhibit 2.1.1 in
effect on the date Manager gives its cancellation notice to Sprint Spectrum) for
the  Cancelled  Service for up to 9 months from the date Sprint  Spectrum  gives
Manager  notice  of the  price  change  or until  Manager  no  longer  needs the
Cancelled  Service,  whichever  occurs first.  If Sprint  Spectrum  continues to
provide the Cancelled  Service after the 9-month  period,  Sprint  Spectrum will
apply the new fee,  under the new  Exhibit  2.1.1,  and such fee will be applied
retroactively  as of the effective  date of the new schedule.  Manager agrees to
pay such  retroactive  charge  within 10 days after the date of the  invoice for
such charge.

     3.3 Late Payments. Any payment due under this Section 3 that is not paid by
Manager to Sprint  Spectrum in accordance  with the terms of this agreement will
bear interest at the Default Rate  beginning  (and  including) the 6th day after
the due date until (and including) the date on which such payment is made.

     3.4 Taxes.  Manager  will pay or reimburse  Sprint  Spectrum 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 to Sprint Spectrum by Manager.

                   4. TERM; TERMINATION; EFFECT OF TERMINATION

     4.1 Term.  This agreement  commences on the date of execution and continues
until  the  Management  Agreement  terminates.   This  agreement   automatically
terminates  upon  termination  of the  Management  Agreement.  Neither party may
terminate  this  agreement  for any  reason  other than the  termination  of the
Management Agreement.

     4.2 Effect of  Termination.  Upon the  termination of this  agreement,  all
rights and  obligations  of each party  under this  agreement  will  immediately
cease. except that:

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

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          (b) The  provisions  of this Section 4.2 and Sections 5.2, 6, 7, and 9
will survive any termination of this agreement; and

          (c)  The  payment   obligations  under  Section  3  will  survive  any
termination  of this  agreement if, and to the extent,  any fees have accrued or
are  otherwise  due and owing  from  Manager  to Sprint  Spectrum  or any Sprint
Spectrum Related Party as of the date of termination of this agreement.

                 5. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION

     5.1 Books and Records.

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

          5.1.2 Audit. On reasonable advance written notice by the Manager,  but
no more  frequently  than  annually,  Sprint PCS will provide a report issued in
conformity with Statement of Auditing Standard 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.  The Manager is  responsible  for costs
incurred  attributable to such requested procedures with respect to the services
provided under this agreement,  including without  limitation  discussion of the
billing and collection of Collected Revenues. This report will be made available
to the other party upon such other party's request.

          5.1.3  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


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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.

     5.2 Confidential Information.

          (a) Except as specifically  authorized by this agreement,  each of the
parties  must,  for the term of this  agreement  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

               (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;

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               (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 5.

          (c) The party making a disclosure under Sections 5.2(b)(v), 5.2(b)(vi)
or 5.2(b)(vii) must inform the non-disclosing party as promptly as is reasonably
necessary  to enable  the  non-disclosing  party to take  action to, and use the
disclosing party's reasonable best efforts to, limit the disclosure and maintain
confidentiality to the extent practicable.

          (d) 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  licensed area.  Manager may not use
any of the  Confidential  Information  received under or in connection with this
agreement in operating its other wireless business.

                               6. INDEMNIFICATION

     6.1   Indemnification  by  Sprint  Spectrum.   Sprint  Spectrum  agrees  to
indemnify,  defend and hold harmless Manager, its directors,  managers, officers
and employees  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  and
employees  arising  from or relating to the  violation by Sprint  Spectrum,  its
directors,   officers,  employees,   contractors,   subcontractors,   agents  or
representatives  of any  law,  regulation  or  ordinance  applicable  to  Sprint
Spectrum in its performance of the Selected  Services,  or by Sprint Spectrum's,
or its directors', officers', employees', contractors', subcontractors', agents'
or representatives' breach of any representation, warranty or covenant contained
in this agreement,  except where and to the extent the claim,  demand,  cause of
action, loss, action, damage,  liability and expense results from the negligence


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or willful misconduct of Manager, its directors,  managers, officers, employees,
agents or representatives.  Sprint Spectrum's indemnification  obligations under
this Section 6.1 do not apply to any third party  vendors that provide  services
(including  Selected  Services) directly to Manager or Manager's Related Parties
under a separate agreement.

     6.2  Indemnification  by Manager.  Manager agrees to indemnify,  defend and
hold harmless Sprint  Spectrum,  its directors,  officers and employees 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 Spectrum, its directors,  officers and employees arising from or relating
to Manager's, or its directors', managers', officers', employees', contractors',
subcontractors', agents' or representatives' violation of any law, regulation or
ordinance applicable to Manager. or by Manager's, or its directors',  managers',
officers', employees, contractors', subcontractors', agents' or representatives'
breach of any representation.  warranty or covenant contained in this agreement,
Manager's ownership of the Operating Assets or the operation of the Service Area
Network,  except  where and to the extent the  claim,  demand,  cause of action,
loss,  action,  damage,  liability  and expense  results from the  negligence or
willful  misconduct of Sprint  Spectrum,  its  directors,  officers,  employees,
contractors, subcontractors, agents or representatives.

     6.3 Procedure.

          6.3.1 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:

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

               (2) 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  6.3.1 does not modify
the  indemnification  obligations  of this  provision,  except if  Indemnitor is
harmed by failure to provide timely notice to Indemnitor,  then  Indemnitor does
not have to indemnify  Indemnitee for the harm caused by the failure to give the
timely notice.

          6.3.2  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.

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     Indemnitee  will fully  cooperate with Indemnitor in the dispute or defense
so long as  Indemnitor is conducting  the dispute or defense  diligently  and in
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,
Indemnitee has the right to retain  additional  representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

          6.3.3  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 6.
Indemnitee  is not  permitted  to settle the dispute or claim  without the prior
written  approval  of  Indemnitor,  which  approval  will  not  be  unreasonably
withheld.

          6.3.4. 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.

                              7. DISPUTE RESOLUTION

     7.1  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  5.1.2 and 5.1.3,  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 7. 1.

     7.2 Unable to Resolve.  If a dispute has not been  resolved  within 60 days
after the notifying  party's notice,  the parties will continue to operate under


                                       9
<PAGE>

this  agreement  and sue the other party for  damages or seek other  appropriate
remedies as provided in this  agreement,  except  neither party may bring a suit
for  damages  based on an event that  occurs  during the first two years of this
agreement.

     7.3  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 this Section 7 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.

                        8. REPRESENTATIONS AND WARRANTIES

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

     8.1 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.

     8.2 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.

     8.3  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,  or (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.

     8.4 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.

                                       10
<PAGE>

                              9. GENERAL PROVISIONS

     9.1 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  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.

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

     9.3 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.

     9.4 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.

     9.5 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.

     9.6 Entire Agreement;  Amendments. The provisions of this agreement and the
Management  Agreement  (if  Sprint  Spectrum  is  a  party  to  that  agreement)
(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 Spectrum's right to amend the Available Services and the fees charged for
such  services  as shown on  Exhibit  2.1.1  and  Manager's  right to amend  the
Selected  Services  listed on Exhibit  2.1.2 this  agreement  may be modified or
amended only by a written amendment signed by persons or entities  authorized to
bind each party.

     9.7  Limitation  on Rights of Others.  Nothing in this  agreement,  whether
express or implied,  will be  construed  to give any person or entity other than


                                       11
<PAGE>

the parties any legal or equitable right, remedy or claim under or in respect of
this agreement.

     9.8 Waivers;  Remedies. 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 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.

     Sprint  Spectrum  is not in breach of any  covenant in this  agreement,  if
failure  of such  party to  comply  with  such  covenant  or  Sprint  Spectrum's
non-compliance with the covenant results primarily from:

          (i) any FCC order or any other  injunction  issued by any governmental
authority impeding the 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 service; 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 Sprint Spectrum.

     9.9  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.

     9.10 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 Management  Agreement.  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 provides that Related Parties are bound.

     9.11  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.

                                       12
<PAGE>

     9.12 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.

     9.13  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.

     9.14 No  Assignment;  Exceptions.  This  agreement  may only be assigned in
conjunction  with  and to the  same  party or  parties  to whom  the  Management
Agreement has been validly assigned under the Management  Agreement's  terms and
conditions.

     9.15 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.

     9.16  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.

     9.17 Expense. Each party bears the expense of complying with this agreement
except as otherwise expressly provided in this agreement.

     9.18 General Terms.

          (a) This agreement,  including the attached Schedule of Definitions 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";

                                       13
<PAGE>

               (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.

     9.19 Conflicts with Management Agreement.  The provisions of the Management
Agreement  govern  over  those  of this  Services  Agreement  if the  provisions
contained in this agreement conflict with analogous provisions in the Management
Agreement.

     9.20 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.




                                       14







                        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.




                   2.1.1 AVAILABLE SERVICES AND FEES SCHEDULE










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

                                  Exhibit 2.1.1
                      Available Services and Fees Schedule
                          Revision Date: June 30, 1999

                                                   Revision Date:  June 30, 1999
<TABLE>
<CAPTION>
<S>                      <C>      <C>      <C>        <C>        <C>                                                      <C>

------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
                                                        '98/99                                                            Effective
Available Services       Type 1    Type 2    Type 3     Price      Driver                                                 Date
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Billing                    S         S         M      $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Customer Care              S         S         M      $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Activation                 S         S         M      $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Credit Checks              S         S         M                      [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Handset Logistics          S         S     S-Note 1   $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Remote Switching           S         M         M                      [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
NOCC                       S         S     S-Note 2   $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
HLR                        S         S         M      $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Voice Mail                 S         S         M      $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Prepaid Services           S         S         M      $   [***]       [***]                                               08-Jun-98
-------------------------------- --------- ---------- ---------- -------------------------------------------------------- ----------
Directory Assistance       V         V         M      $   [***]       [***]                                               08-Jun-98
-------------------------------- --------- ---------- ---------- -------------------------------------------------------- ----------
Operator Services          V         V         M      $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Intr-Service Area Travel   V         V         V      $   [***]       [***]                                               08-Jun-98
Long Distance
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Roaming Fees               S         S         S                      [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Roaming Clearinghouse      S         S         S      $   [***]       [***]                                               08-Jun-98
Fees
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Interconnect Fees          S         S      S-Note 3  $   [***]       [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Inter Service Area Fees    S         S         S      $   [***]       [***]                                               08-Jun-98
(Travel)
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Network Certification      S         S         S                      [***]                                               08-Jun-98
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Loyalty Welcome            S         S         M      $   [***]       [***]                                               01-Aug-99
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Loyalty Retention          S         S         M      $   [***]       [***]                                               01-Aug-99
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Polling Data Unit (PDU)    S         S         M      $   [***]       [***]                                               01-Aug-99
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Telesales                  S         S         M      $   [***]       [***]                                               01-Aug-99
(1-800-480-4PCS)
(Inbound)
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------

Pro Messaging Plan         S         S         M      $   [***]       [***]                                               TBD
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Text messaging Plan        S         S         M      $   [***]       [***]                                               TBD
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Enhanced Voicemail         S         S         M      $   [***]       [***]                                               TBD
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Equipment Replacement      S         S         M                      [***]                                               TBD
Program
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
LIDB & CANM                S         S         M                      [***]                                               TBD
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
Roadside Assistance        S         S         M                      [***]                                               TBD
------------------------ -------- -------- ---------- ---------- -------------------------------------------------------- ----------
</TABLE>

S        =        Sprint PCS Provided
M        =        Manager Provided
V        =        Vendor Provided (through Sprint PCS arrangements)

Note 1    Handset  logistics  services  will be Selected  Services  for national
          retail distribution and inbound telesales channels.
Note 2    NOCC  connectivity   required  to  support  Sprint  PCS  FCC  and  FAA
          obligations  will  be a  Selected  Service  under  any of the  options
          outlined above. The fee for FCC and FAA required NOCC  connectivity is
          TBD and may be less than the standard NOCC Price.
Note 3    Unless Manager arranges directly per section 1.4.

                                       1


                     2.1.2 Designation of Selected Services




<PAGE>



                                  Exhibit 2.1.2

                        Designation of Selected Services


Each party to this  agreement  must  initial  one of the  following  options for
designation  of Selected  Services.  The options below  reference  those options
outlined in Exhibit 2. 1.1.


______/________  Option 1 - Sprint PCS Provided

______/________  Option 2 - Sprint PCS Provided but Manager provides switching

______/________  Option 3 - Manager provides all services (exceptions noted in
                 Exhibit 2.1.1)