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                                                                    EXHIBIT 10.5


                          AGENCY AND REFERRAL AGREEMENT


      THIS AGENCY AND REFERRAL AGREEMENT (the "Agreement") is made this 5th day
of June, 2001, by and between AT&T WIRELESS SERVICES, INC., a Delaware
corporation with offices at 7277 -- 164th Avenue NE, Redmond, WA 98052, as
agent for its wireless operating affiliates (collectively "AWS") and AT&T
Corp., a New York corporation with offices at 295 North Maple Ave., Basking
Ridge, NJ 07920 ("AT&T").


                                    RECITALS

      A. AWS markets and sells wireless voice and data telecommunications
products, applications and services ("Service") to qualified customers in
various areas in the United States.

      B.    AT&T, among other things, will market various telecommunications
services to business customers.

      C. In connection with the separation of AWS from AT&T, the parties to this
Agreement wish to establish a relationship under which AT&T, through its
Business Services division, will use its sales force for the referral of
business subscribers to AWS' Service, under the terms and conditions set forth
below.


                                    AGREEMENT

      NOW, THEREFORE, in consideration of the mutual promises and covenants
provided herein, and other good and valuable consideration, the receipt of which
is hereby acknowledged, the parties agree as follows:

1.    DEFINITIONS.

      1.1 AFFILIATE. "Affiliate" of a party means an entity which is controlled
by, controls or is under common control with the party.


      1.2 CHANGE OF CONTROL. "Change of Control" shall have the meaning set
forth for it in the Separation and Distribution Agreement dated as of June 4,
2001, by and between AT&T Corp. and AT&T Wireless Services, Inc.


      1.3 CONFIDENTIAL INFORMATION. "Confidential Information" has the meaning
set forth in Section 9 below.


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      1.4 CPNI. "CPNI" means Customer Proprietary Network Information as defined
in the Telecommunications Act of 1996, and the rules promulgated thereunder.

      1.5 DEFAULTING PARTY.  "Defaulting Party" has the meaning set forth
in Section 6 below.

      1.6 EFFECTIVE DATE. "Effective Date" means the date upon which the
separation of AWS (or the Affiliate of AWS which will serve as the vehicle for
holding all of AT&T's wireless assets) from AT&T is effective.

      1.7 END USERS. "End Users" means those employees of a Subscriber who
receive Service from AWS under the account of a Subscriber, either directly
under the contract of the Subscriber or who purchase Service with personal
liability under an AWS-approved sponsorship program.

      1.8 EQUIPMENT. "Equipment" means wireless terminal devices and related
equipment offered to Subscribers and End Users by AWS.

      1.9 LARGE BUSINESS CUSTOMER. "Large Business Customer" means a corporate
or government entity who purchases a qualified large business program from AWS.
As of the date of this Agreement, the qualified large business programs include
Corporate Digital Advantage, Worldview, Wireless Office Service and Enterprise
Wireless Data. AWS may amend the qualified large business programs available
from time to time upon 90 days' prior written notice to AT&T.

      1.10 MARKS. "Marks" means the service marks, trademarks, trade names,
brands, logos, taglines, and other identifying marks of a party.

      1.11 MARK RULES. "Mark Rules" means the rules and procedures prescribed by
a party regarding the use of its Marks, as those rules and procedures may be
amended from time to time by such party.

      1.12 NON-DEFAULTING PARTY.  "Non-Defaulting Party" has the meaning set
forth in Section 6 below.

      1.13 PROSPECTS.   "Prospects" means prospective Large Business
Customers identified and agreed to by both parties.

      1.14 SERVICE.  "Service" has the meaning set forth in Recital A above.

      1.15 SMALL BUSINESS CUSTOMER. "Small Business Customer" means a business
or government entity that has purchased Service from AWS under a small business
program, as may be defined by AWS from time to time.


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      1.16 SUBSCRIBER. "Subscriber" means each Large or Small Business Customer
who purchases Service from AWS as a result of the efforts of AWS and AT&T as
described in this Agreement.


2.    GENERAL RESPONSIBILITIES.

      2.1 JOINT EFFORTS. Subject to compliance with all applicable laws, the
parties agree to use commercially reasonable efforts to cooperate in marketing
and promoting the Service to Prospects and to potential Small Business Customers
as set forth in this Agreement. Except as expressly agreed to by the parties in
writing, each party shall be responsible for the cost and expenses of conducting
its business and its share of any expenses of joint marketing activities.

      2.2 PROSPECT IDENTIFICATION. AWS and AT&T will jointly identify Prospects
which will be the focus of the parties efforts with respect to potential Large
Business Customers under this Agreement. Each Prospect must qualify as a
Subscriber for AWS' Service.

      2.3 AWS SUBSCRIBERS. AT&T acknowledges and agrees that Subscribers who
activate Service as a result of any activity undertaken pursuant to this
Agreement shall be customers of AWS with respect to the Service, Equipment and
related applications covered by the agreements between AWS and the Subscribers.

      2.4 REGULAR REVIEWS. The parties will meet at intervals of no greater than
one year to review the operation of this Agreement and resolve any issues which
have arisen under this Agreement.

      2.5 BUNDLES. In the event a party wishes to offer a bundled service where
the communications services of the other party are fully integrated into the
communications services offered to the customer and is not separately priced or
identified on the customer's bill (e.g. single bucket offers), the offering
party will give the other party a right to bid to participate in the bundled
offer. In the event that the parties work together to provide an integrated
bundled offer and such offer has been developed and launched commercially, each
party will participate in the integrated bundled offer under the terms agreed by
the parties with the other party on an exclusive basis for the earlier of one
year or the expiration of the availability of the bundle. At the end of that
period, either party may withdraw from the offer by providing the other party 90
days' prior written notice but must continue to provide the service and support
to existing customers of the integrated bundled offer for the life of the
customer contract or for one year after termination, whichever is longer.

3.    AT&T RESPONSIBILITIES.

      3.1   SALES ACTIVITIES. AT&T will act as a limited agent for AWS in
soliciting and referring qualified Subscribers to AWS Service. Except as set
forth explicitly in this Agreement, AT&T's agency will be nonexclusive.


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            3.1.1 With respect to Large Business Customers, AT&T will provide
sales assistance and will work with AWS sales personnel in identifying
Prospects, introductions, presentations, trade shows and events, and sales
activities up to and through contract negotiations and contract execution. AT&T
will develop and present AWS-approved offer and marketing materials to the
Prospects. Promptly after execution of this Agreement, the parties will agree on
a sales process and plan for approaching and engaging Prospects.

            3.1.2 With respect to Small Business Customers, AT&T will use its
telesales and internet distribution channels to refer potential Subscribers to
AWS.

                  (a) With respect to the telesales channel, AT&T may refer
potential Subscribers to AWS through a transfer of the potential Subscriber's
call from AT&T to an AWS call center. Promptly after execution of this
Agreement, the parties will agree on a process for accepting and routing such
calls.

                  (b) With respect to the internet, AT&T will display various
AWS icons provided by AWS from time to time on AT&T's web site designed for
small businesses at such locations as will be agreed by the parties from time to
time. Such icons will hyperlink to an AWS web site. In no event may the AWS icon
be placed on the same web page as the trademark or logo of any competitor of
AWS. The hyperlinks will be subject to each party's approval and will otherwise
comply with AWS' guidelines for custom hyperlinks (including technical,
functional and appearance requirements).


            3.1.3 AT&T will conduct all sales efforts under this Agreement in a
manner designed to preserve and enhance the goodwill associated with the name
and reputation of AWS and AWS' Service. AT&T will at all times represent AWS as
the Service provider. AT&T shall use only authorized AWS pricing, agreements,
forms and enrollment procedures, as may be amended from time to time by AWS.
AT&T will take all reasonable steps to confirm the accuracy of information
provided by Prospects as required by the forms and procedures. AT&T shall have
no right, power or authority to make any representations or warranties regarding
the Service except as directed or approved by AWS.

      3.2 TERRITORY. AT&T may solicit potential Subscribers within the United
States. AT&T acknowledges that AWS does not provide Service in all areas of the
United States and that potential Subscribers may not be activated by AWS as a
result of the Subscriber failing to meet geographic requirements for Service
offered by AWS. In the event that AWS acquires and controls a facilities-based
wireless operator outside of the United States, the parties will negotiate in
good faith an agency agreement regarding the territory covered by such operator.

      3.3 SALES PERSONNEL. AT&T will dedicate the appropriate number of persons
necessary to engage in Service sales activities to Prospects. These persons will
be, at all


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times, knowledgeable of the specifications, features and requirements of the
Service, capable of professionally describing them to Prospects, and aware of
the restrictions on use of AWS' and its customers' Confidential Information.

      3.4 REFERRAL OF PROSPECTS. AT&T will submit all proposed Prospects
requests for Service to AWS for AWS' review, acceptance or negotiation, in AWS'
sole discretion.


      3.5 NONDIVERSION AND PROSPECT EXCLUSIVITY.

            3.5.1 SALES INFORMATION. AT&T will not use any information
provided to it by AWS to divert any customer of AWS from using AWS' Service.

            3.5.2 SUBSCRIBERS. AT&T will refrain from offering any competitive
wireless service to any Subscriber with respect to which AT&T provided any
agency services, either under this Agreement or under AT&T's prior relationship
with AWS, up to the date ninety (90) days' prior to the expiration of the
Subscriber's contract with AWS. Upon request, AWS will inform AT&T of when the
90 day period begins for its Subscriber contracts so that AT&T can comply with
this section. For purposes of this paragraph, the presumption shall be that AWS
Subscribers as of the Effective Date on the following contracts with AWS are
customers for whom AT&T previously provided agency services: Corporate Digital
Advantage, Worldview, and National Account Services.

            3.5.3 PROSPECTS. With respect to all Prospects, AT&T will work
exclusively with AWS for the offer and sale of Service to the Prospect and will
not present or offer any service to such Prospect offered by any competitor of
AWS. This period of exclusivity with respect to each Prospect will run from the
identification of the Prospect to either (a) the date the Prospect signs a
contract with AWS in which event Section 3.5.2 shall apply, (b) six months from
the last date any joint activity has taken place with respect to a Prospect with
no contract being signed (unless otherwise agreed in writing by the parties),
(c) AWS informs AT&T that it is not interested in pursuing joint sales
activities with respect to the Prospect, or (d) the parties mutually agree in
writing to terminate joint activities with respect to the Prospect.

            3.5.4 CUSTOMER-FACING ACTIVITIES. In any Prospect- or
Subscriber-facing activities undertaken by AT&T under this Agreement, AT&T
personnel performing such activities will not use the wireless services provided
by any competitor of AWS during such activities.

            3.5.5 GENERAL. AT&T will refrain from offering wireless services to
any Prospect or Subscriber in a manner inconsistent with the joint sales
activities under this Agreement.


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4.    AWS RESPONSIBILITIES.

      4.1 DETERMINATION OF SERVICE AND EQUIPMENT TERMS AND CONDITIONS. AWS will
be solely responsible for the determination of the terms and conditions under
which Service and Equipment are sold to each Subscriber and End User. Upon a
request from AT&T, AWS will, in a reasonably prompt manner, provide Service and
Equipment pricing for use in marketing the Service to a Prospect. AT&T may use
the pricing information in order to communicate with a Prospect until such time
as AWS informs AT&T that the information is no longer current.

      4.2 SALES ORGANIZATION. AWS will provide reasonable assistance to AT&T in
the sales and marketing of AWS Service, including, but not limited to advanced
products such as AWS' wireless office service and wireless data products. This
assistance will include reasonable access to AWS' Advanced Sales Organization
which is trained to sell new products that may require special design for each
customer.

      4.3 MARKETING MATERIALS. AWS will provide reasonable access to marketing
materials to AT&T for use in AT&T's marketing efforts. In the event that AT&T
creates any marketing materials on its own, AWS must review and approve such
materials prior to their use by AT&T.

      4.4 PROGRAM MANAGEMENT. AWS will be responsible for activation and
fulfillment of Service and Equipment to a Subscriber and the Subscriber's End
Users, upon receipt of an order from the Subscriber.

      4.5 CUSTOMER CARE. AWS will provide customer care to Subscribers and to
End Users through AWS' regular customer care process.

      4.6 BILLING AND COLLECTIONS. Unless otherwise agreed by the parties, AWS
will be responsible for the billing and collection of all Service and Equipment
charges from Subscribers and End Users and will have sole authority to settle
any billing disputes. AT&T will provide reasonable assistance to AWS in AWS'
efforts to collect amounts due from Large Business Customers. AWS retains sole
discretion to terminate or suspend a Subscriber's account.

      4.7 TRAINING. AWS will provide training to designated AT&T personnel
regarding the Service, as may be agreed by the parties, to assist AT&T in
marketing the Service to Subscribers. Such training will be provided at no
charge to AT&T provided, however, that any incidental costs (including but not
limited to travel and living expenses) incurred by AT&T or its personnel in
connection with the training will be the sole responsibility of AT&T.


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      4.8 NONDIVERSION AND PROSPECT EXCLUSIVITY.

            4.8.1 SALES INFORMATION.  AWS will not use any information
provided to it by AT&T to attempt to divert any customer of AT&T from using
AT&T's long distance service.

            4.8.2 PROSPECTS. With respect to all Prospects, AWS will not
approach a Prospect directly for the offer and sale of Service to the Prospect
without the assistance of AT&T. This period of exclusivity with respect to each
Prospect will run from the identification of the Prospect and through the
execution of a contract for Service by the Prospect. AT&T acknowledges that AWS
has other dealers and agents and that AWS makes no representation, covenant or
warranty that any such dealers or agents will refrain from soliciting Prospects
or End Users to AWS' Service. AWS will not provide the name or contact
information of a Prospect list to such other dealers and agents during the
exclusivity period with respect to such Prospect.

            4.8.3 GENERAL. AWS will refrain from offering long distance services
to any Prospect or Subscriber in a manner inconsistent with the joint sales
activities under this Agreement. Subject to the provisions of this Section, AWS'
sales force may independently solicit prospective customers to AWS' Service.

      4.9 CONCERT. In the event that AT&T's Business Services division does not
merge or otherwise combine with Concert and AT&T transfers account
responsibilities for certain Prospects or Subscribers to Concert under the terms
of that certain Framework Agreement entered into between AT&T and British
Telecommunications, plc, dated October 23, 1998 (the "Framework Agreement"),
then AWS will offer Concert an agency agreement on substantially similar
material terms as those contained in this Agreement.

5.    FEES.

      5.1 REFERRAL FEE. AWS will pay referral fees to AT&T as set forth in
Exhibit A.

      5.2 FEE ADJUSTMENT. Once each year after the second year of this
Agreement, AWS may amend the referral fees upon 90 days' prior written notice to
AT&T. AT&T may reject the amendment and terminate this Agreement by providing
AWS notice of the rejection and termination between the date that AWS' amendment
notice was sent and the effective date of the fee amendment. The termination of
the Agreement will be effective 90 days' after the notice of the termination by
AT&T.

      5.3 COMPETITIVE FEES. Should AWS extend to any other third-party,
unaffiliated, non-governmental agent fees more favorable, when taken as a whole,
than those contained in this Agreement for comparable or lesser levels of agent
performance and under reasonably comparable terms and conditions (taking into
account, among other


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things, exclusivity and nondiversion commitments) as agreed by AT&T, then AWS
will offer those fees to AT&T. Any review of competitive fees will take place no
more than twice per year and the offer of any changed fees will be prospective
only.


6.    TERM AND TERMINATION.

      6.1 TERM. This Agreement will begin on the Effective Date and shall
continue for a period of five (5) years, unless earlier terminated in accordance
with this Agreement. This Agreement will automatically renew for successive
one-year terms unless either party gives the other party written notice of its
intent not to renew at least 90 days' prior to the end of the then current term.

      6.2 TERMINATION WITH CAUSE. In the event that either party (the
"Defaulting Party") (a) breaches any material term or condition of this
Agreement and has not cured such breach within thirty (30) days of notice of the
breach from the other party (the "Non-Defaulting Party"), (b) becomes the
subject of any proceeding in bankruptcy, (c) becomes insolvent, the
Non-Defaulting Party may terminate this Agreement by giving written notice of
termination to the Defaulting Party.

      6.3 TRANSITION UPON TERMINATION. Upon expiration or termination of this
Agreement, AT&T and AWS will coordinate in providing an orderly transition of
all the duties of AT&T relating to Service to AWS for all Subscribers and End
Users referred to AWS under this Agreement. Upon such expiration or termination
and in addition to any other obligations expressly set forth in this Agreement,
AT&T will immediately cease using and will return to AWS, without retaining
copies, (a) any unused sales or marketing materials regarding AWS Service, (b)
all lists of Subscribers or End Users or other information developed or
maintained by AT&T pursuant to the performance of its obligations under this
Agreement, and (c) all forms, policy manuals and other information supplied to
AT&T by AWS pursuant to this Agreement or which contain AWS' trademarks or
service marks.

7.    RELATIONSHIP OF THE PARTIES.

      AT&T will act as a limited agent for AWS as described in this Agreement.
AWS and AT&T acknowledge that their relationship is that of independent
contracting parties and that this Agreement does not create a dealer, reseller,
joint venture, partnership, employment relationship or franchise between them,
except as otherwise expressly agreed between the parties pursuant to this
Agreement.

8.    SERVICE MARKS, TRADEMARKS AND TRADE NAMES.

      Each party understands and acknowledges that the rights to use all Marks
of the other are the property of such other party, and neither party shall use
any of the Marks of the other without the other party's specific prior written
approval. Each party warrants and represents that it is either the owner of its
respective Marks or has the right to


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authorize use of such Marks. Each party shall comply with all Mark Rules
pertaining to the Marks prescribed by the other party from time to time and
shall obtain advance approval from the other party of all advertising which
contains such other party's Marks. Any unauthorized use of the other party's
Marks, or any use not in compliance with this Agreement or the Mark Rules of the
other party shall constitute infringement of such other party's rights and a
material breach of this Agreement. Each party acknowledges that it has no rights
in or to the Marks of the other party except as provided herein and shall not
acquire any rights in such Marks or expectancy to their use as a result of any
use of such other party's Marks. Following the termination of this Agreement,
each party shall immediately discontinue use of the Marks of the other party.


9.    CONFIDENTIALITY.

      9.1 CONFIDENTIAL INFORMATION. "Confidential Information" consists of the
following: all information disclosed by one party or its agent or representative
(the "Disclosing Party") to the other party or its agent or representative (the
"Receiving Party") in connection with this Agreement, to the extent that (a) for
information disclosed in written, graphic or other tangible form, it is
designated by appropriate markings to be confidential or proprietary or (b) for
information disclosed orally, it is both identified as proprietary or
confidential at the time of disclosure. Notwithstanding the foregoing, all
written or oral pricing and contract proposals exchanged between the parties
shall be Confidential Information, whether or not so designated. Further, the
following shall be AWS Confidential Information where or not so designated: AWS'
training courses and other training and instructional materials, service and
business manuals, promotional materials, vendor and product information,
Subscriber End User lists. The following shall be AT&T Confidential Information,
whether or not so designated: AT&T customer information not having to do with
wireless services; AT&T customer lists or prospective customer lists for other
than wireless services, all pricing information or pricing proposals for AT&T
services, and AT&T vendor or product information. Other Subscriber, End User,
Prospect and prospective Subscriber information, all pricing information and
pricing proposals for Service and Equipment, other nonpublic business
information Confidential Information is the property of the Disclosing Party and
shall be returned to the Disclosing Party upon request. This Agreement is
Confidential Information as to which each party is both a Disclosing Party and a
Receiving Party. "Confidential Information" shall apply to every form in which
information shall exist, whether or not reduced to writing, film, tape, computer
disk or other form of media. Confidential Information shall be considered trade
secrets of the Disclosing Party.

      9.2 NONDISCLOSURE. The Receiving Party covenants and agrees that, both
during the term of this Agreement and for five years thereafter, the Receiving
party and any successor entity, shall not use or disclose to any person, firm,
corporation or other business entity any Confidential Information of the
Disclosing Party, shall not in any other way publicly or privately disseminate
any Confidential Information of the Disclosing Party, and shall not help anyone
else to do any of these things. The Receiving Party will implement and maintain
reasonable procedures to prevent the unauthorized use


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and disclosure of the Disclosing Party's Confidential Information. Upon
termination of this Agreement, all Disclosing Party Confidential Information in
the possession of the Receiving Party or any successor entity (originals and all
copies) shall be promptly returned to the Disclosing Party or destroyed.

      9.3 EXCEPTIONS. The confidentiality obligations set forth in this Section
9 will not apply to any information that:

            9.3.1 becomes known to the general public without fault or breach
on the part of the Receiving Party;

            9.3.2  the Disclosing Party, disclosing its own confidential
information, customarily provides to others without restriction on disclosure;

            9.3.3 the Receiving Party obtains from a third party without breach
of a nondisclosure obligation and without restriction on disclosure;

            9.3.4 is furnished to a third party by the Disclosing Party
without a similar restriction on such third party's rights;

            9.3.5 can by written records be shown to have been known by the
Receiving Party at the time of disclosure by the Disclosing Party; or

            9.3.6 is developed independently by the Receiving Party without
using any of the Disclosing Party's Confidential Information.

      9.4 CPNI. As a result of its activities under this Agreement, AT&T may
have access to the CPNI of Subscribers or End Users. AT&T may not disclose such
CPNI to any third party without the prior written consent of both the Subscriber
or End User, as appropriate, and may use the CPNI only to the extent consented
to by the Subscriber. AT&T shall treat all CPNI in full compliance with the
rules governing CPNI promulgated by the Federal Communications Commission.

10.   INDEMNIFICATION.

      Each party shall defend, indemnify and hold the other party harmless from
any and all costs, expenses, losses, liabilities, damages, claims and demands of
every kind arising out of or relating to the acts or omissions of the other
party and made against the indemnified party by third parties, including but not
limited to claims for any court costs and reasonable attorneys' fees resulting
from such acts or omissions. As between the parties, AWS will be responsible for
product liability claims regarding the Service and the Equipment and will
indemnify AT&T for such claims except to the extent that claims arise from the
negligence, recklessness or willful misconduct of AT&T, including but not
limited to AT&T's failure to comply with the written directions of AWS. AWS will
provide the same information regarding product liability issues to AT&T that it
provides to other dealers and agents. Further, AWS will provide information
regarding product


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liability issues to AT&T upon request, including directions as to how to respond
to certain customer inquiries. To the extent that AT&T accurately transmits such
information or informs customer pursuant to AWS directions, AWS will indemnify
AT&T for claims arising from such information. The indemnified party shall
notify the indemnifying party promptly, in writing, in the event it receives any
such claims and shall permit the indemnifying party the opportunity, at the
indemnifying party's sole expense, to control the defense thereof, including the
sole right to settle any such claim; provided that the indemnified party may
participate in the defense of any claims concerning injunctive relief sought
against the indemnified party and shall have the right to refuse any settlement
that would require such injunctive relief from the indemnified party so long as
such refusal is not unreasonable.


11.   DISPUTES.

      If a dispute arises between the parties in relation to this Agreement, the
parties will resolve the dispute in accordance with the following procedures.

      11.1 MANAGEMENT ESCALATION. A dispute which has not been settled within 7
days of the matter being raised may be escalated by either party to management
level by written notice to the other party. The AWS representative and the AT&T
representative to whom a dispute must be escalated must be in a senior position
and have authority to resolve disputes arising under this Agreement.

      11.2 ARBITRATION. In the event that the management escalation has failed
to resolve the dispute, the dispute shall be resolved by binding arbitration, at
the request of either party, in accordance with the then current commercial
rules of the American Arbitration Association. The arbitration shall be
conducted by a panel of three arbitrators, one selected by AWS, one selected by
AT&T and the third by the first two so selected. The arbitration shall be held
in New York City or such other location as shall be mutually agreeable to AWS
and AT&T. The arbitration panel shall, upon the concurrence of at least a
majority of its members, have the authority to render an appropriate decision or
award, including the power to grant all legal and equitable remedies and award
compensatory damages provided by the law of the State of New York and consistent
with the terms of this Agreement but shall have no power to award punitive
damages. The arbitrators shall prepare in writing and provide to the parties an
award including factual findings and reasons on which the decision is based. The
decision of the arbitrators shall be final and unreviewable and may be enforced
in any court having jurisdiction of the parties.

      11.3 RIGHT TO SEEK INJUNCTION. Notwithstanding anything in this Section to
the contrary, either party may bring court proceedings, without having engaged
in a formal management escalation, to seek an injunction or other equitable
relief to enforce any right, duty or obligation under this Agreement. To obtain
injunctive or other equitable relief, neither party is required to post a bond
or, if required by law of by the court, the other party hereby consents to a
bond in the lowest amount permitted by law.


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12.   LIMITATIONS OF LIABILITY.

      EXCEPT FOR CLAIMS SUBJECT TO INDEMNITY UNDER THIS AGREEMENT OR CLAIMS FOR
BREACH OF THE CONFIDENTIALITY SECTION OF THIS AGREEMENT, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (e.g., DAMAGE TO PROPERTY, LOSS OF PROFITS, LOSS OF BUSINESS REPUTATION
OR OPPORTUNITY, BUSINESS INTERRUPTION, LOST SAVINGS, LOSS OF USE, LOST OR
DAMAGED FILES OR DATA) WHETHER THE UNDERLYING CLAIM IS BASED ON CONTRACT, TORT,
STATUTE OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE OR LOSS .


13.   GOVERNING LAW.

      This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York applicable to contracts made
and to be performed entirely within such State.

14.   NOTICES.

      All notices and other communications hereunder shall be given in writing
and shall be deemed to have been duly given and effective (i) upon receipt if
delivered in person, by cable, telegram, telecopy or telex, (ii) one day after
deposit prepaid with a national overnight express delivery service, or (iii)
three business days after deposit in the United States mail (registered or
certified mail, postage prepaid, return receipt requested):

            If to AT&T:

            ______________________________
            ______________________________
            ______________________________
            ______________________________


            With a copy to:

            ______________________________
            ______________________________
            ______________________________
            ______________________________


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            If to AWS:

                  (if delivered by overnight express)
                  AT&T Wireless Services, Inc.
                  7277 -- 164th Avenue NE
                  Redmond, WA  98052
                  Attn: Vice President - Marketing

                  (if delivered by regular mail)
                  AT&T Wireless Services, Inc.
                  P.O. Box 97061
                  Redmond, WA  98073-9761
                  Attn: Vice President - Marketing

            With a copy to:

                  AT&T Wireless Services, Inc.
                  Attn: Legal Department
                  at the addresses set forth above

15.   ENTIRE AGREEMENT.

      This Agreement represents the entire Agreement between the parties hereto
with respect to the matters addressed in this Agreement and, except as expressly
provided herein, shall not be affected by reference to any other documents.

16.   SURVIVAL OF OBLIGATIONS.

      AWS' and AT&T's obligations under Sections 2.3, 3.5, 4.8, 6.4, 8, 9, 10,
11, 12, 13, 14, 15, 17, 18, 19, 21 of this Agreement shall survive the
termination of this Agreement. Further, this Agreement shall be valid as to any
obligation incurred prior to termination of this Agreement.

17.   REMEDIES CUMULATIVE.

      The rights and remedies herein expressly provided are cumulative and not
exclusive of any rights or remedies which a party would otherwise have.

18.   ASSIGNMENT.

      Neither party shall assign its rights and obligations hereunder without
the other party's prior written consent, which shall not be unreasonably
withheld; provided that either party may assign its rights and obligations to an
Affiliate upon written notice to the other party without requiring such consent.
Assignment includes any transaction which results in the change of control of a
party. Any purported assignment without a required consent shall be void. To the
extent not prohibited hereby, this Agreement shall be


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binding upon and inure to the benefit of AWS and AT&T and their permitted
successors and assigns.

19.   SEVERABILITY.

      If any provision of this Agreement shall be held invalid under any
applicable laws, such invalidity shall not affect any other provisions of this
Agreement that can be given an effect without the invalid provision. Further,
all terms and conditions of this Agreement shall be deemed enforceable to the
fullest extent permissible under applicable law, and, when necessary, the court
is requested to reform any and all terms or conditions to give them such effect.

20.   AUTHORITY.

      Each person signing below hereby warrants and represents that he or she
has full authority to execute this Agreement for the party on whose behalf he or
she is signing.

21.   NO WAIVER.

      No failure by either party to take action on account of any default or
breach of this Agreement by the other party shall constitute a waiver of any
such default or breach, or of the performance required of the parties under this
Agreement.

22.   CHANGE OF CONTROL.

      In the event of a Change of Control of a party, the other party may
terminate this Agreement upon 30-days' prior written notice to the first party
provided that such notice is received by the first party within 30 days of the
effective date of the Change of Control. Upon such termination, the parties'
obligations under Sections 3.5.3 and 4.8.2 will terminate and AT&T's obligations
under Section 3.5.2 will terminate with respect to wireless services beyond any
Subscriber's contractual commitment to AWS. Each party would continue to be
bound by its obligations to refrain from using the confidential and proprietary
information of the other party.


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EXECUTED as of the day and year first above written.

AT&T: AT&T CORPORATION

            By:     ______________________________________

            Printed Name:  _______________________________

            Title:  ______________________________________


AWS:        AT&T WIRELESS SERVICES, INC.

            By:   ________________________________________

            Printed Name:  _______________________________

            Title:  ______________________________________



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