<PAGE>   1
                                                                    EXHIBIT 10.6



                         INTELLECTUAL PROPERTY AGREEMENT

                                     BETWEEN

                                   AT&T CORP.

                                       AND

                          AT&T WIRELESS SERVICES, INC.
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                            <C>
1.  DEFINITIONS.................................................................1

       1.1.   "Applicable Date".................................................1
       1.2.   "AWS Change of Control Date"......................................1
       1.3.   "Cellular Field"..................................................1
       1.4.   "Change of Control"...............................................1
       1.5.   "Complying Party".................................................1
       1.6.   "Customer Related Proprietary Information"........................1
       1.7.   "Defending Party".................................................1
       1.8.   "Derivative Work".................................................1
       1.9.   "Existing Parent Patents" ........................................2
       1.10.  "Existing Wireless Group Patents" ................................2
       1.11.  "Fixed Wireless Services".........................................2
       1.12.  "IPR Futures" ....................................................2
       1.13.  "Joint Materials".................................................2
       1.14.  "Joint Patent Applications".......................................3
       1.15.  "Joint Proprietary Information"...................................3
       1.16.  "Joint Software"..................................................3
       1.17.  "License Restricted Patents"......................................3
       1.18.  "Materials".......................................................3
       1.19.  "Mobile Wireless Services"........................................3
       1.20.  "Non-Registering Party"...........................................3
       1.21.  "Parent Materials"................................................3
       1.22.  "Parent Proprietary Information"..................................3
       1.23.  "Parent Software".................................................3
       1.24.  "Proprietary Information".........................................3
       1.25.  "Reasonable Efforts"..............................................3
       1.26.  "Registering Party"...............................................4
       1.27.  "Restricted Term".................................................4
       1.28.  "Selected Defensive Protection Patents"...........................4
       1.29.  "Software"........................................................4
       1.30.  "Special Affiliates"..............................................4
       1.31.  "Specified Patents"...............................................4
       1.32.  "Strategic Competitors"...........................................4
       1.33.  "Supply Person"...................................................4
       1.34.  "Third Party".....................................................4
       1.35.  "Third Party Infringement Claim"..................................4
       1.36.  "Third Party IP License"..........................................4
       1.37.  "Wireless Group Assigned Patents".................................5
       1.38.  "Wireless Group Materials"........................................5
       1.39.  "Wireless Group Proprietary Information"..........................5
       1.40.  "Wireless Group Software".........................................5
</TABLE>

                                      -i-
<PAGE>   3
<TABLE>
<S>                                                                            <C>
2.  SOFTWARE....................................................................5

       2.1.   Existing Software Ownership.  ....................................5
       2.2.   Allocation of Software Ownership Within A Group.  ................5
       2.3.   Software License Grants...........................................5
       2.4.   Furnishing of Software.  .........................................6
       2.5.   Subsequent Derivative Works.  ....................................6
       2.6.   Confidentiality of Software.  ....................................7

3.  PROPRIETARY INFORMATION AND MATERIALS.......................................7

       3.1.   Ownership of Existing Proprietary Information.  ..................7
       3.2.   Existing Materials Ownership.  ...................................8
       3.3.   Allocation of Ownership of Proprietary Information and Materials
              Within A Group...............................                     8
       3.4.   License Grants for Proprietary Information and Materials..........8
       3.5.   Subsequent Derivative Works.  ....................................9
       3.6.   Confidentiality Obligations.  ....................................9
       3.7.   Limitations on Confidentiality Restrictions.  ...................10
       3.8.   Compelled Production.............................................10

4.  JOINTLY OWNED SOFTWARE, MATERIALS, PROPRIETARY INFORMATION AND PATENT
            APPLICATIONS......................................                 10

       4.1.   Meaning of Joint Ownership.  ....................................10
       4.2.   Registration and Obtaining Patent Protection.  ..................11
       4.3.   Joint Patent Applications.  .....................................11
       4.4.   Infringement by Third Parties.  .................................13

5.  PATENTS....................................................................14

       5.1.   Patent License Grants............................................14
       5.2.   Customer Pass-Through.  .........................................14
       5.3.   No Implied Rights.  .............................................14
       5.4.   Refraining From Licensing........................................14
       5.5.   Assignment of Wireless Group Assigned Patents.  .................15
       5.6.   Delivery.  ......................................................16
       5.7.   Prosecution of Applications.  ...................................16
       5.8.   Licensing of Specified Patents.  ................................16

6.  IPR FUTURES AND ISSUES OF OWNERSHIP........................................16

       6.1.   Ownership Unaffected by this Agreement.  ........................16
       6.2.   No Rights or Licenses Granted.  .................................16
       6.3.   Issues as to Ownership.  ........................................17

7.  DEFENSIVE PROTECTION.......................................................17

       7.1.   Notice of Defensive Protection Right.  ..........................17
</TABLE>

                                      -ii-
<PAGE>   4
<TABLE>
<S>                                                                             <C>
       7.2.   Identification of Selected Defensive Protection Patents.  ........17
       7.3.   Grant of Sublicensing Right.  ....................................17
       7.4.   Assignment of Selected Defensive Protection Patents.  ............18
       7.5.   Appointment of Licensing Agent.  .................................18

8.  SUPPLIER LICENSING..........................................................18

       8.1.   Request for License.  ............................................18
       8.2.   Granting of Request to License....................................19
       8.3.   Compensation.  ...................................................19

9.  LICENSING OF SPECIAL AFFILIATES.............................................19

       9.1.   Request for License.  ............................................19
       9.2.   Granting of Request to License.  .................................19
       9.3.   Compensation.  ...................................................19

10. THIRD PARTY IP LICENSES.....................................................19

       10.1.    Third Party IP Licenses -- Patents.  ...........................19
       10.2.    Third Party IP Licenses -- Other Than Patents.  ................20
       10.3.    Assumption of Liabilities and Indemnification.  ................20
       10.4.    AWS Covenants...................................................20

11. ASSIGNMENT / SUBLICENSING...................................................20


12. NO WARRANTIES OR REPRESENTATIONS............................................23


13. GOVERNING LAW; IP CLAIMS....................................................23

       13.1.    Choice of Law.  ................................................23
       13.2.    Intellectual Property Rights.  .................................23
       13.3.    Equitable Remedies.  ...........................................23

14. NOTICE......................................................................23


15. MISCELLANEOUS...............................................................24
</TABLE>

<TABLE>
<S>                                     <C>
SCHEDULE A ...............              License Restricted Patents

SCHEDULE B ...............              Patent Assignment

SCHEDULE C ...............              Strategic Competitors

SCHEDULE D...............               List of Certain AT&T Patents

SCHEDULE E................              List of Certain AWS Patents
</TABLE>

                                      -iii-
<PAGE>   5
<TABLE>
<S>                <C>
SCHEDULE F........ List of Joint Patent Applications

SCHEDULE G........ List of Specified Patents and Applicable Licensing Principles
</TABLE>


                                      -iv-
<PAGE>   6
                         INTELLECTUAL PROPERTY AGREEMENT

         This Intellectual Property Agreement (the "Agreement") is made,
effective as of the Distribution Date, by and between AT&T Corp., a New York
corporation ("Parent"), and AT&T Wireless Services, Inc. ("AWS").

         WHEREAS, the Parties have entered into that certain Separation and
Distribution Agreement (the "SDA") dated as of June 4, 2001; and,

         WHEREAS, pursuant to the SDA, the Parties desire to enter into this
Agreement.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     DEFINITIONS

       Unless otherwise defined in this Section 1 or elsewhere in this
       Agreement, terms defined in the SDA and used in this Agreement shall have
       the respective meanings assigned to them in the SDA.

       1.1.     "Applicable Date" means the AWS Change of Control Date, but only
                for so long as AWS and those Affiliates that are its Affiliates
                immediately prior to the AWS Change of Control Date, together
                with the business of AWS and such Affiliates, remain distinct
                from and are not combined in any meaningful way with the entity
                and its Affiliates that caused the relevant Change of Control.
                Thereafter, the Applicable Date shall be the Distribution Date.

       1.2.     "AWS Change of Control Date" shall have the meaning set forth in
                Section 11.3.

       1.3.     "Cellular Field" as used herein with respect to any Person,
                means the provision of Mobile Wireless Services by that Person.

       1.4.     "Change of Control" shall have the meaning set forth in the SDA.

       1.5.     "Complying Party" shall have the meaning set forth in Section
                7.1.

       1.6.     "Customer Related Proprietary Information" shall have the
                meaning set forth in Section 3.1.

       1.7.     "Defending Party" shall have the meaning set forth in Section
                7.1.

       1.8.     "Derivative Work" means a work which is based upon one or more
                preexisting works, and which is a revision, modification,
                translation, abridgment, condensation, expansion, collection,
                compilation, or any other form in which such preexisting works
                may be recast, transformed, or adapted, and which, if prepared
                without authorization by the owner of a preexisting work, would
                constitute a copyright infringement.



                                      -1-
<PAGE>   7
       1.9.     "Existing Parent Patents" means:

                1.9.1.   all issued domestic and foreign patents that,
                         immediately prior to the Distribution Date, are owned
                         by any member of the Parent Group;

                1.9.2.   all domestic and foreign patents that issue within
                         three years after the Distribution Date on (i)
                         applications that, immediately prior to the
                         Distribution Date, are owned by any member of the
                         Parent Group, and (ii) applications that are
                         continuations (but not continuations in part) or
                         divisions of the applications described in clause (i);
                         and

                1.9.3.   all reissues, reexaminations and renewals of the
                         patents described in Sections 1.9.1 and 1.9.2,

                but excluding the Wireless Group Assigned Patents.

       1.10.    "Existing Wireless Group Patents" means:

                1.10.1.  all Wireless Group Assigned Patents;

                1.10.2.  all issued domestic and foreign patents that,
                         immediately prior to the Distribution Date, are in the
                         name of any member of the Wireless Group;

                1.10.3.  all domestic and foreign patents that issue within
                         three years after the Distribution Date on (i)
                         applications that, immediately prior to the
                         Distribution Date, are in the name of any member of the
                         Wireless Group, and (ii) applications that are
                         continuations (but not continuations in part) or
                         divisions of the applications described in clause (i);
                         and

                1.10.4.  all reissues, reexaminations and renewals of the
                         patents described in Sections 1.10.1, 1.10.2 and
                         1.10.3.

       1.11.    "Fixed Wireless Services" means the substantially-symmetric,
                bi-directional communication of information, including at least
                one dedicated substantially-symmetric, bi-directional
                voice-channel, over a path that extends through the air from a
                base-station located on network premises to a communication
                device located on subscriber premises, which base-station
                transmits and receives subscriber addressed,
                substantially-symmetric, bi-directional communications,
                including at least one dedicated substantially symmetric,
                bi-directional voice-channel, to more than one addressed
                subscriber and wherein the communication path is not switched
                from one base-station located on network premises to another
                such base station in response to movement of the subscriber
                communication device. For purposes of clarification of the term
                Fixed Wireless Services, and without expanding that term, the
                term bi-directional voice-channel includes a frequency-duplex,
                multi-tone, time-division-multiple-access channel such as that
                utilized currently by AWS in its fixed wireless service.

       1.12.    "IPR Futures" shall have the meaning set forth in Section 6.1.

       1.13.    "Joint Materials" shall have the meaning set forth in Section
                3.2.3.


                                      -2-
<PAGE>   8
       1.14.    "Joint Patent Applications" means the patent applications listed
                in Schedule F and the patents issuing thereon.

       1.15.    "Joint Proprietary Information" shall have the meaning set forth
                in Section 3.1.5.

       1.16.    "Joint Software" shall have the meaning set forth in Section
                2.1.3.

       1.17.    "License Restricted Patents" means those patents listed in, or
                issuing from applications listed in, Schedule A annexed hereto.

       1.18.    "Materials" means documents, specifications, designs, plans,
                drawings or other tangible works of authorship, including any of
                the foregoing materials in electronic form, and any copyright
                rights therein (whether or not registered). Notwithstanding the
                preceding, Materials shall not include Software.

       1.19.    "Mobile Wireless Services" as provided by a Person, means a
                non-private telecommunications service that provides
                bi-directional, wide-area communication of information,
                including voice, data, video or combinations thereof, over a
                communication path that extends through the air from a
                base-station operated and owned or leased by that Person to a
                mobile-subscriber communication device, which base-station
                transmits and receives subscriber-addressed, bi-directional
                communications to and from more than one addressed subscriber
                and wherein the communication path is switched from one
                base-station operated and owned or leased by that Person to
                another such base-station in response to movement of the
                addressed subscriber's mobile communication device.

       1.20.    "Non-Registering Party" shall have the meaning set forth in
                Section 4.2.

       1.21.    "Parent Materials" shall have the meaning set forth in Section
                3.2.2.

       1.22.    "Parent Proprietary Information" shall have the meaning set
                forth in Section 3.1.2.

       1.23.    "Parent Software" shall have the meaning set forth in Section
                2.1.2.

       1.24.    "Proprietary Information" means business, technical or other
                information, existing as of the Distribution Date, including
                information contained in Materials, which is proprietary to one
                or more members of either or both Groups and that derives
                economic value, actual or potential, from not being generally
                know to, and not being readily ascertainable by proper means by,
                other persons who can obtain economic value from its disclosure
                or use and is the subject of efforts that are reasonable under
                the circumstances to maintain its secrecy.

       1.25.    "Reasonable Efforts" means that the obligated Party is required
                to make a diligent and good faith effort to accomplish the
                applicable objective using resources reasonably available to it.
                Such obligation, however, does not require an expenditure of any
                funds or the incurrence of a liability on the part of the
                obligated Party, nor does it require that the obligated Party
                act in a manner that would be contrary to normal commercial
                practices in order to accomplish the


                                      -3-
<PAGE>   9
                objective. The fact that the objective is not actually
                accomplished is no indication that the obligated Party did not
                in fact utilize its Reasonable Efforts in attempting to
                accomplish the objective.

       1.26.    "Registering Party" shall have the meaning set forth in Section
                4.2.

       1.27.    "Restricted Term" shall have the meaning set forth in Section
                5.4.

       1.28.    "Selected Defensive Protection Patents" shall have the meaning
                set forth in Section 7.2.

       1.29.    "Software" means any source or object code instructions for
                controlling the operation of a central processing unit or
                computer.

       1.30.    "Special Affiliates" means

                1.30.1.  in the case of AWS, (i) any Person in the Cellular
                         Field with respect to which AWS possesses, directly or
                         indirectly through one or more intermediaries, at least
                         a 15% equity interest in such Person, (ii) AWS joint
                         ventures and (iii) joint venture partners of AWS; and

                1.30.2.  in the case of Parent, (i) any Person outside the
                         Cellular Field with respect to which Parent possesses,
                         directly or indirectly through one or more
                         intermediaries, at least a 15% equity interest in such
                         Person, (ii) Parent joint ventures and (iii) joint
                         venture partners of Parent.

       1.31.    "Specified Patents" means the patents listed in, and patents
                issuing from the applications listed in, Schedule G, as well as
                continuations, divisions and foreign counterparts of the patents
                and patent applications listed in Schedule G.

       1.32.    "Strategic Competitors" shall have the meaning set forth in
                Section 5.4.

       1.33.    "Supply Person" shall have the meaning set forth in Section 8.1.

       1.34.    "Third Party" means any Person other than a member of a Group.

       1.35.    "Third Party Infringement Claim" shall have the meaning set
                forth in Section 7.1.

       1.36.    "Third Party IP License" means a license granted by a Third
                Party to Parent to use intellectual property owned by such Third
                Party, which license is exclusively used or held for use by
                Parent solely in the conduct of the business of the Wireless
                Group as such business is conducted as of the Distribution Date.
                With respect to Software licensed from a Third Party, if certain
                copies of such Software are used exclusively by Parent and other
                copies of the Software are used exclusively by the Wireless
                Group (and assuming those other copies are licensed to Parent),
                then only those licenses for the particular copies of the
                Software exclusively used by the Wireless Group shall be deemed
                Third Party IP Licenses.


                                      -4-
<PAGE>   10
       1.37.    "Wireless Group Assigned Patents" means those patents and patent
                applications listed in the Patent Assignment to be entered into
                between Parent and AWS as provided in Section 5.5, the form of
                which is annexed hereto in Schedule B.

       1.38.    "Wireless Group Materials" shall have the meaning set forth in
                Section 3.2.1.

       1.39.    "Wireless Group Proprietary Information" shall have the meaning
                set forth in Section 3.1.1.

       1.40.    "Wireless Group Software" shall have the meaning set forth in
                Section 2.1.1.


2.     SOFTWARE

       2.1.     Existing Software Ownership. As between the Parent Group and the
                Wireless Group, any Software existing as of the Distribution
                Date that was:

                2.1.1.   solely created by or, other than by any member of the
                         Parent Group, for the Wireless Group shall be owned by
                         the Wireless Group, subject to rights of Third Parties,
                         if any. For avoidance of doubt, Software created by a
                         member of the Parent Group for the Wireless Group shall
                         be owned by the Parent Group (under Section 2.1.2)
                         instead of the Wireless Group. Software owned by the
                         Wireless Group pursuant to this Section 2.1.1 is
                         referred to as "Wireless Group Software";

                2.1.2.   solely created by or, other than by any member of the
                         Wireless Group, for the Parent Group shall be owned by
                         the Parent Group, subject to rights of Third Parties,
                         if any. For avoidance of doubt, Software created by a
                         member of the Wireless Group for the Parent Group shall
                         be owned by the Wireless Group (under Section 2.1.1)
                         instead of the Parent Group. Software owned by the
                         Parent Group pursuant to this Section 2.1.2 is referred
                         to as "Parent Software"; and

                2.1.3.   a joint work (as such term is defined under Section 101
                         of Title 17 of the United States Code) created by one
                         or more members of the Parent Group and one or more
                         members of the Wireless Group shall be jointly owned by
                         the Groups, subject to rights of Third Parties, if any.
                         Software jointly owned by the Groups pursuant to this
                         Section 2.1.3 is referred to as "Joint Software".

       2.2.     Allocation of Software Ownership Within A Group. Each Group may
                allocate ownership of Software owned by that Group to the
                appropriate member or members within that Group.

       2.3.     Software License Grants.

                2.3.1.   Subject to the terms and conditions of this Agreement,
                         Parent hereby grants, and agrees to cause each other
                         member of the Parent Group to grant, to AWS a
                         non-exclusive, fully paid-up, worldwide, perpetual and
                         irrevocable license to reproduce, prepare derivative
                         works based upon,


                                      -5-
<PAGE>   11
                         distribute, publicly perform and display, and transmit
                         any Parent Software that is in the possession of any
                         member of the Wireless Group as of the date of the SDA
                         and any Parent Software that may be delivered by Parent
                         to AWS prior to the Distribution Date in accordance
                         with an agreement identified in Schedule 2.2(b)(ii) of
                         the SDA (concerning intercompany agreements that are
                         not terminated).

                2.3.2.   Subject to the terms and conditions of this Agreement,
                         AWS hereby grants, and agrees to cause each other
                         member of the Wireless Group to grant, to Parent a
                         non-exclusive, fully paid-up, worldwide, perpetual and
                         irrevocable license to reproduce, prepare derivative
                         works based upon, distribute, publicly perform and
                         display, and transmit any Wireless Group Software that
                         is in the possession of any member of the Parent Group
                         as of the date of the SDA.

       2.4.     Furnishing of Software. Notwithstanding any provision of the
                SDA, any Ancillary Agreements or this Agreement other than
                Section 2.4.1 below, no member of either Group is required to
                furnish any Software to any member of the other Group.

                2.4.1.   If a member of one Group possesses Software that is
                         owned by the other Group, such member may, prior to the
                         Distribution Date, request that the owning Group
                         furnish a copy of such Software in source code form, if
                         reasonably available. AWS and Parent shall each appoint
                         a contact person to coordinate the exchange of source
                         code between the Groups and both such contact persons
                         shall put in place an appropriate process to implement
                         this obligation. Such process shall include a
                         requirement that the requesting Group furnish
                         sufficient proof to establish that such Group had
                         possession of the requested Software in object code
                         form as of the date of the SDA, or in the case of the
                         Wireless Group, that the Software was delivered in
                         accordance with an agreement identified in Schedule
                         2.2(b)(ii) of the SDA (concerning intercompany
                         agreements that are not terminated). No source code
                         shall be exchanged between members of the Groups except
                         at the direction of the contact persons.

       2.5.     Subsequent Derivative Works. For avoidance of doubt, the right
                to "prepare derivative works" included in the license grants of
                Section 2.3 are under copyright law rights only and do not
                convey any rights or licenses under any other intellectual
                property rights, including patents or trade secrets. A Group
                creating, after the Distribution Date, Software that is a
                Derivative Work of other Software licensed from the other Group
                shall own the particular modifications, additions or changes
                made to such other Software by the creating Group, subject to
                the intellectual property rights of such other Group. No license
                is granted hereunder to such modifications, additions or changes
                by the Group creating such a Derivative Work to the other Group
                that owns the Software on which such Derivative Work is based.


                                      -6-
<PAGE>   12
       2.6.     Confidentiality of Software. Each Group shall treat any source
                code for Software owned by the other Group as Proprietary
                Information of the other Group as to which the confidentiality
                undertaking in Section 3 are applicable.



3.     PROPRIETARY INFORMATION AND MATERIALS

       3.1.     Ownership of Existing Proprietary Information. As between the
                Parent Group and the Wireless Group, any Proprietary Information
                existing as of the Distribution Date:

                3.1.1.   that was solely developed by or, other than by any
                         member of the Parent Group, for the Wireless Group
                         shall be owned by the Wireless Group, subject to rights
                         of Third Parties, if any. For avoidance of doubt,
                         Proprietary Information developed by a member of the
                         Parent Group for the Wireless Group shall be owned by
                         the Parent Group (under Section 3.1.2) instead of the
                         Wireless Group. Proprietary Information owned by the
                         Wireless Group pursuant to this Section 3.1.1 or
                         Section 3.1.4 is referred to as "Wireless Group
                         Proprietary Information";

                3.1.2.   that was solely developed by or, other than by any
                         member of the Wireless Group, for the Parent Group
                         shall be owned by the Parent Group, subject to rights
                         of Third Parties, if any. For avoidance of doubt,
                         Proprietary Information created by a member of the
                         Wireless Group for the Parent Group shall be owned by
                         the Wireless Group (under Section 3.1.1) instead of the
                         Parent Group. Proprietary Information owned by the
                         Parent Group pursuant to this Section 3.1.2 or Section
                         3.1.4 is referred to as "Parent Proprietary
                         Information";

                3.1.3.   that is determined to have resulted from joint
                         development by one or more members of the Parent Group
                         and one or more members of Wireless Group, shall be
                         jointly owned by the Groups;

                3.1.4.   that is in the possession of only one Group and for
                         which it cannot be determined who developed the
                         Proprietary Information, shall be owned by the
                         possessing Group; and

                3.1.5.   that is in the possession of both Groups and for which
                         it cannot be determined who developed the Proprietary
                         Information shall be jointly owned by the Groups
                         unless, in the exercise of Parent's reasonable
                         discretion, ownership shall be allocated differently
                         and then such Proprietary Information shall be owned as
                         reasonably determined by Parent. Proprietary
                         Information jointly owned by the Groups pursuant to
                         Section 3.1.3 or this Section 3.1.5 is referred to as
                         "Joint Proprietary Information".

                Notwithstanding the foregoing, marketing and sales information
                concerning the provision of services to customers by either the
                Wireless Group or the


                                      -7-
<PAGE>   13
                Parent Group shall remain owned by the Group providing such
                services and shall be deemed "Customer Related Proprietary
                Information" of that Group, but such information shall not be
                included in the terms "Wireless Group Proprietary Information"
                or "Parent Proprietary Information", as the case may be. In the
                event that a Joint Material contains Customer Related
                Proprietary Information of one Group, the other Group has no
                right or license to, in any way, use or disclose that Customer
                Related Proprietary Information.

       3.2.     Existing Materials Ownership. Subject to ownership of any
                Proprietary Information contained therein as provided in Section
                3.1 and as between the Parent Group and the Wireless Group, any
                Material existing as of the Distribution Date that was:

                3.2.1.   solely created by or, other than by any member of the
                         Parent Group, for the Wireless Group shall be owned by
                         the Wireless Group, subject to rights of Third Parties,
                         if any. For avoidance of doubt, Materials created by a
                         member of the Parent Group for the Wireless Group shall
                         be owned by the Parent Group (under Section 3.2.2)
                         instead of the Wireless Group. Materials owned by the
                         Wireless Group pursuant to this Section 2.1.1 is
                         referred to as "Wireless Group Materials";

                3.2.2.   solely created by or, other than by any member of the
                         Wireless Group, for the Parent Group shall be owned by
                         the Parent Group, subject to rights of Third Parties,
                         if any. For avoidance of doubt, Materials created by a
                         member of the Wireless Group for the Parent Group shall
                         be owned by the Wireless Group (under Section 3.2.1)
                         instead of the Parent Group. Materials owned by the
                         Parent Group pursuant to this Section 2.1.2 is referred
                         to as "Parent Materials"; and

                3.2.3.   a joint work (as such term is defined under Section 101
                         of Title 17 of the United States Code) created by one
                         or more members of the Parent Group and one or more
                         members of the Wireless Group shall be jointly owned by
                         the Groups, subject to rights of Third Parties, if any.
                         Materials jointly owned by the Groups pursuant to this
                         Section 3.2.3 are referred to as "Joint Materials".

       3.3.     Allocation of Ownership of Proprietary Information and Materials
                Within A Group. Each Group may allocate ownership of Proprietary
                Information and Materials owned by that Group to the appropriate
                member or members within that Group.

       3.4.     License Grants for Proprietary Information and Materials.

                3.4.1.   Subject to the terms and conditions of this Agreement,
                         Parent hereby grants, and agrees to cause each other
                         member of the Parent Group to grant, to AWS a
                         non-exclusive, fully paid-up, worldwide, perpetual and
                         irrevocable license


                                      -8-
<PAGE>   14
                         a.)   to use any Parent Proprietary Information that is
                               in the possession of any member of the Wireless
                               Group as of the date of the SDA and any Parent
                               Proprietary Information that may be delivered by
                               Parent to AWS prior to the Distribution Date in
                               accordance with an agreement identified in
                               Schedule 2.2(b)(ii) of the SDA (concerning
                               intercompany agreements that are not terminated);
                               and

                         b.)   to reproduce, prepare derivative works based
                               upon, distribute, publicly perform and display,
                               and transmit any Parent Materials that are in the
                               possession of any member of the Wireless Group as
                               of the date of the SDA and any Parent Materials
                               that may be delivered by Parent to AWS prior to
                               the Distribution Date in accordance with an
                               agreement identified in Schedule 2.2(b)(ii) of
                               the SDA (concerning intercompany agreements that
                               are not terminated).

                3.4.2.   Subject to the terms and conditions of this Agreement,
                         AWS hereby grants, and agrees to cause each other
                         member of the Wireless Group to grant, to Parent a
                         non-exclusive, fully paid-up, worldwide, perpetual and
                         irrevocable license

                         a.)   to use any Wireless Group Proprietary Information
                               that is in the possession of any member of the
                               Parent Group as of the date of the SDA; and

                         b.)   to reproduce, prepare derivative works based
                               upon, distribute, publicly perform and display,
                               and transmit any Wireless Group Materials that
                               are in the possession of any member of the Parent
                               Group as of the date of the SDA.

       3.5.     Subsequent Derivative Works. For avoidance of doubt, the right
                to "prepare derivative works" of Materials included in the
                license grants of Section 3.4 are under copyright law rights
                only and do not convey any rights or licenses under any other
                intellectual property rights, including patents or trade
                secrets. A Group creating an item of Material that is a
                Derivative Work of other Material licensed from the other Group
                shall own the particular modifications, additions or changes
                made to such other Material by the creating Group, subject to
                the intellectual property rights of such other Group.

       3.6.     Confidentiality Obligations. With respect to Proprietary
                Information owned solely by the other Group, each Group shall:

                3.6.1.   restrict disclosure of such Proprietary Information to
                         its employees with a need to know and obligate such
                         employees to conduct themselves in accordance with the
                         obligations assumed herein, and

                3.6.2.   not disclose such Proprietary Information to any Third
                         Party without the prior written approval of such other
                         Group (which shall not be unreasonably withheld),
                         except that, each Group may disclose


                                      -9-
<PAGE>   15
                         Proprietary Information, other than Customer Related
                         Proprietary Information, owned by the other Group to a
                         Third Party without prior written approval if, and only
                         to the extent that, such disclosure is consistent with
                         the conduct of the Group's business and such Third
                         Party is obligated to maintain the confidentiality of
                         such Proprietary Information.

       3.7.     Limitations on Confidentiality Restrictions. The restrictions
                concerning the use or disclosure of Proprietary Information
                contained in Section 3.6 shall not apply to information:

                3.7.1.   lawfully received free of restriction from another
                         source having the right to furnish such information;

                3.7.2.   after it has become generally available to the public
                         without breach of this Agreement;

                3.7.3.   independently developed without use of the Proprietary
                         Information; or

                3.7.4.   that the Group who owns such information agrees, in
                         writing, may be used or disclosed and then only to the
                         extent of such agreement.

       3.8.     Compelled Production. The restrictions concerning the use or
                disclosure of Proprietary Information contained in Section 3.6
                shall not preclude a member of either Group, on the advice of
                counsel, from complying with applicable law or other demand
                under lawful process, including a discovery request in a civil
                litigation or from a governmental agency or official, if the
                member first gives the Group owning the relevant Proprietary
                Information notice of the required disclosure and cooperates
                with the owning Group, at the owning Group's sole expense, in
                seeking reasonable protective arrangements with the party
                requiring disclosure under applicable law or other demand under
                lawful process. In no event shall the such cooperation require
                any member to take any action which, on the advice of its
                counsel, could result in the imposition of any sanctions or
                other penalties against that member.



4.     JOINTLY OWNED SOFTWARE, MATERIALS, PROPRIETARY INFORMATION AND PATENT
       APPLICATIONS

       4.1.     Meaning of Joint Ownership. Each of Parent (and the members of
                the Parent Group) and AWS (and the members of the Wireless
                Group) has the right to (i) use and exploit the Joint Software,
                Joint Proprietary Information, Joint Materials and Joint Patent
                Applications, (ii) license the Joint Software, Joint Proprietary
                Information, Joint Materials and Joint Patent Applications to
                third parties on a non-exclusive basis (and to grant releases of
                past conduct that would infringe or misappropriate Joint
                Software, Joint Proprietary Information, Joint Materials or
                Joint Patent Applications) and (iii) transfer its one-half
                ownership interest in any or all Joint Software, Joint
                Proprietary Information,


                                      -10-
<PAGE>   16
                Joint Materials or Joint Patent Applications to any Third Party,
                in each case (x) without restriction (other than, to the extent
                applicable, the confidentiality obligations referred to in
                Section 3.6 and rights in Customer Related Proprietary
                Information), (y) without the consent of the other Group, and
                (z) without the obligation to account to the other Group for
                profits derived therefrom.

       4.2.     Registration and Obtaining Patent Protection. Should Parent (or
                any member of the Parent Group) or AWS (or any member of the AWS
                Group) (the "Registering Party") desire at any time to register
                copyrights in any Joint Software, Joint Proprietary Information
                or Joint Materials, or seek patent protection for a jointly made
                invention in any Joint Software, Joint Materials or Joint
                Proprietary Information, in any jurisdiction, such Party shall
                notify the other Party (the "Non-Registering Party") in writing
                of its intent and the reasons therefor. The Non-Registering
                Party promptly shall communicate in writing any objections it
                may have. In the absence of any written objections within thirty
                (30) days after the date of its notice, the Registering Party
                shall be free to proceed with the desired registration in the
                name of both AWS and the Parent. In the event of any such
                objections by the Non-Registering Party, the Parties shall
                discuss and negotiate reasonably and in good faith to resolve
                the objections based on each Party's business objectives with
                respect to the relevant item of Joint Software, Joint
                Proprietary Information or Joint Material. The Parties shall
                share equally any actual and reasonable out-of-pocket expenses
                (excluding the value of the time of either Party's employees)
                incurred in connection with any such registration. The
                Registering Party promptly shall provide the Non-Registering
                Party with copies of each application and issued registration or
                issued patent under this Section 4.2.

       4.3.     Joint Patent Applications. With regard to the Joint Patent
                Applications, Schedule F identifies those that will be
                prosecuted by AWS and those that will be prosecuted by Parent.

                4.3.1.   Joint Patent Applications Prosecuted by AWS. The
                         Parties agree that AWS shall make all patent
                         prosecution and maintenance decisions, both in the
                         United States and in foreign countries, relating to
                         those Joint Patent Applications that it will prosecute
                         in accordance with Section 4.3 above, or to any
                         application, domestic or foreign, claiming priority
                         from those Joint Patent Applications, or to any patent
                         issuing from those applications, including any
                         continuation, division or continuation-in-part
                         application (any such patents and applications
                         hereinafter referred to in this Section 4.3.1 and its
                         clause (a) as "AWS Managed Applications"). AWS shall
                         consult with Parent on material decisions relating to
                         the prosecution and maintenance of any AWS Managed
                         Applications, including any decision to abandon an AWS
                         Managed Application, amend any of the claims in an AWS
                         Managed Application, or, upon allowance of any claims,
                         any decision whether or not to file a continuation,
                         division or continuation-in-part application. Parent's


                                      -11-
<PAGE>   17
                         position on any such decision shall be adopted by AWS
                         in making such decision, if such position is reasonable
                         in view of the objective interests of both Parent and
                         AWS. Any and all expenses for prosecuting and
                         maintaining AWS Managed Applications shall be borne
                         solely by AWS. At AWS' request, Parent shall provide
                         AWS with assistance in the prosecution of AWS Managed
                         Applications that is reasonable, necessary and solely
                         within Parent's ability to provide, such as, by way of
                         example, providing time of the only available inventor
                         for assistance in prosecution. AWS shall bear any and
                         all costs for such assistance, including costs for
                         inventor time.

                         a.)   In the event that AWS elects not to continue
                               prosecution or maintenance of an AWS Managed
                               Application, or elects to dedicate an AWS Managed
                               Application, AWS will offer to Parent a fee-free
                               assignment of AWS' interest in such AWS Managed
                               Application and will effect an assignment if such
                               offer is accepted. Parent shall thereafter bear
                               all expenses associated with the prosecution and
                               maintenance of any such assigned AWS Managed
                               Application, and shall have sole control of such
                               assigned AWS Managed Application.

                4.3.2.   Joint Patent Applications Prosecuted by Parent. The
                         Parties agree that Parent shall make all patent
                         prosecution and maintenance decisions, both in the
                         United States and in foreign countries, relating to
                         those Joint Patent Applications that it will prosecute
                         in accordance with Section 4.3 above, or to any
                         application, domestic or foreign, claiming priority
                         from those Joint Patent Applications, or to any patent
                         issuing from those applications, including any
                         continuation, division or continuation-in-part
                         application (any such patents and applications
                         hereinafter referred to in this Section 4.3.2 and its
                         clause (a) as "Parent Managed Applications"). Parent
                         shall consult with AWS on material decisions relating
                         to the prosecution and maintenance of any Parent
                         Managed Applications, including any decision to abandon
                         a Parent Managed Application, amend any of the claims
                         in a Parent Managed Application, or, upon allowance of
                         any claims, any decision whether or not to file a
                         continuation, division or continuation-in-part
                         application. AWS' position on any such decision shall
                         be adopted by Parent in making such decision, if such
                         position is reasonable in view of the objective
                         interests of both AWS and Parent. Any and all expenses
                         for prosecuting and maintaining Parent Managed
                         Applications shall be borne solely by Parent. At
                         Parent's request, AWS shall provide Parent with
                         assistance in the prosecution of Parent Managed
                         Applications that is reasonable, necessary and solely
                         within AWS' ability to provide, such as, by way of
                         example, providing time of the only available inventor
                         for assistance in prosecution. Parent shall


                                      -12-
<PAGE>   18
                         bear any and all costs for such assistance, including
                         costs for inventor time.

                         a.)   In the event that Parent elects not to continue
                               prosecution or maintenance of a Parent Managed
                               Application, or elects to dedicate a Parent
                               Managed Application, Parent will offer to AWS a
                               fee-free assignment of Parent's interest in such
                               Parent Managed Application and will effect an
                               assignment if such offer is accepted. AWS shall
                               thereafter bear all expenses associated with the
                               prosecution and maintenance of any such assigned
                               Parent Managed Application, and shall have sole
                               control of such assigned Parent Managed
                               Application.

                4.3.3.   For purposes of the Parties' rights with respect to
                         Joint Patent Applications under Sections 4.1 and 4.4,
                         the term Joint Patent Applications shall further
                         include, to the extent not already included, AWS
                         Managed Applications and Parent Managed Applications,
                         and patent issuing therefrom, but, for each such
                         application or patent, only for so long as the
                         application or patent is jointly owned.

       4.4.     Infringement by Third Parties. Should either AWS or Parent
                become aware of any actual infringement or misappropriation of
                Joint Software, Joint Proprietary, Joint Materials or Joint
                Patent Applications, such Party shall communicate promptly the
                details to the other Party and the Parties will meet and confer
                regarding any enforcement action with respect to such Joint
                Software, Joint Proprietary Information, Joint Materials or
                Joint Patent Applications. If the Parties decide jointly to
                bring an action for infringement or misappropriation of each
                Joint Software, Joint Proprietary Information, Joint Materials
                or Joint Patent Applications, the Parties shall equally share
                all actual and reasonable expenses associated herewith (except
                for the value of the time of each Party's employees in
                connection with the action; each Party shall alone bear its
                employee expenses) and any resulting damages or compensation,
                including any amounts paid in settlement. If the Parties decide
                not to jointly bring such an action, either Party or any of its
                Affiliates may, at its own expense (including, as the Parties
                shall agree on a case by case basis, compensation, if any, of
                the other Party for the value of time of the other Party's
                employees as reasonably required, in connection with the
                action), enforce the Joint Software, Joint Proprietary
                Information, Joint Materials or Joint Patent Applications
                against any Third Party infringer or misappropriating person
                without the consent of the other Party, subject to the
                following: (i) neither Party shall have any obligation to be
                joined as a party plaintiff in such action without its prior
                written content, which may be granted or withheld in its sole
                discretion, regardless of whether such joinder is required in
                order to confer jurisdiction in the jurisdiction in which the
                action is to be brought; (ii) if either Party brings any such
                action on its own, including cases in which the other Party
                consents to be named as party plaintiff, the Party bringing the
                action agrees to defend, indemnify and hold harmless the other


                                      -13-
<PAGE>   19
                Party for all losses, costs, liabilities and expenses arising
                out of or related to the bringing of such action; and (iii)
                the Party bringing such action shall not take any action, or
                make any admissions, that may affect the validity or
                enforceability of any jointly owned intellectual property
                without the prior written consent of the other Party. If the
                enforcing Party or an Affiliate thereof recovers any damages
                or compensation for any action the enforcing Party or such
                affiliate takes hereunder, including any settlement, the
                enforcing Party or such affiliate shall retain one hundred
                percent (100%) of such damages. If the Parties cooperate in
                any such enforcement action, then any recovery of damages or
                compensation shall be allocated pursuant to mutual agreement.
                For avoidance of doubt, this Section shall not serve to
                restrict or in any way limit the rights of each joint owner
                granted in Section 4.1.



5.     PATENTS

       5.1.     Patent License Grants.

                5.1.1.   Subject to the terms and conditions of this Agreement,
                         Parent hereby grants, and agrees to cause each other
                         member of the Parent Group to grant, to AWS under
                         Existing Parent Patents, a nonexclusive, fully paid-up,
                         worldwide, perpetual and irrevocable license to make,
                         have made, use, have used, offer to sell, sell and
                         import any and all products and services in the conduct
                         of any present or future business.

                5.1.2.   Subject to the terms and conditions of this Agreement,
                         AWS hereby grants, and agrees to cause each other
                         member of the Wireless Group to grant, to Parent under
                         Existing Wireless Group Patents, a nonexclusive, fully
                         paid-up, worldwide, perpetual and irrevocable license
                         to make, have made, use, have used, offer to sell, sell
                         and import any and all products and services in the
                         conduct of any present or future business.

       5.2.     Customer Pass-Through. The licenses grants of Section 5.1
                further include the right of each Group to pass through to its
                customers the right to use products and services sold by that
                Group alone or in combination with any other products and
                services sold by that Group, whether or not furnished at the
                same time.

       5.3.     No Implied Rights. Except as expressly granted in Section 5, no
                other provision of this Agreement shall be construed as
                conferring by implication, estoppel or otherwise any license or
                other rights under any patent owned or controlled by any Group.

       5.4.     Refraining From Licensing. Schedule C annexed hereto includes a
                list of the current top ten (10) domestic mobile cellular/PCS
                carriers based on their respective number of combined mobile
                cellular and PCS subscribers as of the most recent calendar
                quarter reported by the CTIA (the Cellular Telephone Industry
                Association), each of whom provide services that directly
                compete with services offered by AWS (the "Strategic
                Competitors"). The list of Strategic


                                      -14-
<PAGE>   20
                Competitors may be changed annually, by written notice of AWS to
                Parent received within 30 days of the anniversary of the
                Distribution Date, to reflect the then current top ten (10)
                domestic mobile cellular/PCS carriers based on their respective
                number of combined mobile cellular and PCS subscribers as of the
                last calendar quarter reported by the CTIA as of the date of the
                notice. For avoidance of doubt, the Strategic Competitors shall
                not include any member of the Parent Group or any entities that
                may be divested from the Parent Group. Except as otherwise
                provided, for a period of five (5) years (the "Restricted Term")
                following the Distribution Date, Parent covenants that it will
                not grant to any Strategic Competitor an express license under
                the License Restricted Patents in the Cellular Field. Upon
                notice received by Parent from AWS within three (3) months prior
                to the expiration of the Restricted Term, Parent shall offer to
                AWS the ability to extend the Restricted Term on mutually agreed
                commercial terms and conditions that shall include compensation
                to Parent for any such extension. Any agreement concerning such
                extension shall be concluded prior to the expiration of the
                Restricted Term. For avoidance of doubt, if an agreement
                concerning such extension is not concluded by the expiration of
                the Restricted Term, Parent shall have no further obligations
                under this Section 5.4, unless the Parties agree otherwise.

                5.4.1.   Notwithstanding, if, in the context of developing a
                         service offer that includes the provision of services
                         by a service provider in the Cellular Field, the
                         Wireless Group has been offered the opportunity to have
                         its services included in such offer but an agreement
                         with the Wireless Group is not concluded within a
                         commercially reasonable period of time, then Parent
                         shall not be precluded from working with, through any
                         licensing in the Cellular Field of the License
                         Restricted Patents, another service provider even if
                         that service provider is a Strategic Competitor.

                5.4.2.   Notwithstanding, Parent shall not be precluded from
                         granting any license under its patents, including any
                         of the License Restricted Patents, in defense or
                         settlement of any patent infringement claim, in
                         writing, asserted against Parent or any Affiliate of
                         Parent.

                5.4.3.   Notwithstanding, in the event that a Strategic
                         Competitor is potentially infringing a License
                         Restricted Patent, Parent shall not be precluded from
                         asserting the patent against the Strategic Competitor
                         and settling such assertion through a license.

                5.4.4.   Notwithstanding, Parent shall not be precluded from any
                         licensing activity reasonably required as a result of
                         participation in any standards bodies.

       5.5.     Assignment of Wireless Group Assigned Patents. Parent shall
                execute and, within ten (10) days after the Distribution Date,
                deliver to AWS the Patent Assignment annexed hereto in Schedule
                B.


                                      -15-
<PAGE>   21
         5.6.     Delivery. Within ten (10) days following the Distribution
                  Date, Parent shall deliver to AWS: (i) a list of names and
                  addresses of each outside counsel who is prosecuting any
                  patent application included in the Wireless Group Assigned
                  Patents; and (ii) the prosecution file histories maintained by
                  Parent for such patent applications.

         5.7.     Prosecution of Applications. Parent agrees that, by virtue of
                  the assignment by the Parent Group to AWS of the Wireless
                  Group Assigned Patents, AWS, shall have all rights to control
                  the prosecution of all patent applications included in the
                  Wireless Group Assigned Patents. If AWS shall need, in the
                  prosecution of any such patent applications, any further
                  information that is uniquely in the possession of Parent or
                  any other members of the Parent Group, AWS shall only contact
                  Parent's Chief Patent Counsel who shall determine how to
                  respond to the request.

         5.8.     Licensing of Specified Patents. AWS shall have the
                  non-exclusive right to direct Parent's licensing of the
                  Specified Patents in accordance with the principles set forth
                  in Schedule G. Parent shall be free to license the Specified
                  Patents itself and such principles shall not apply to Parent's
                  own licensing of the Specified Patents.

6.       IPR FUTURES AND ISSUES OF OWNERSHIP

         6.1.     Ownership Unaffected by this Agreement. All Software,
                  Proprietary Information, Materials, copyrights, inventions,
                  patents and trade secrets

                  6.1.1.   created, developed or made, or,

                  6.1.2.   other than by operation of this Agreement, otherwise
                           owned or controlled,

                  by a member of a Group after the Distribution Date ("IPR
                  Futures") shall be owned in accordance with applicable law or
                  agreement and such ownership is not covered or in any way
                  provided by this Agreement, the SDA or any Ancillary
                  Agreements, except that, (i) patents issuing within three
                  years after the Distribution Date on applications described in
                  Section 1.9.2 and 1.10.3 and (ii) reissues, reexaminations and
                  renewals described in Sections 1.9.3 and 1.10.4 shall, in each
                  case, be owned as provided in the definitions of Existing
                  Parent Patents and Existing Wireless Group Patents of Sections
                  1.9 and 1.10, respectively.

         6.2.     No Rights or Licenses Granted. Other than with respect to
                  patents included in the definitions of Existing Parent Patents
                  and Existing Wireless Group Patents of Sections 1.9 and 1.10,
                  respectively, no rights or licenses under any IPR Futures are
                  granted pursuant to this Agreement, the SDA or any Ancillary
                  Agreements.


                                      -16-
<PAGE>   22
         6.3.     Issues as to Ownership. In the event that a genuine issue
                  should arise under this Agreement as to the ownership of
                  particular Software, Proprietary Information, Materials, or
                  patents, Parent shall have authority, in the exercise of its
                  reasonable discretion, to resolve that issue and, if it
                  decides the issue adverse to AWS' position, Parent shall
                  provide AWS with the basis for Parent's decision.

7.       DEFENSIVE PROTECTION

         7.1.     Notice of Defensive Protection Right. If, after the
                  Distribution Date, a member of either Group shall receive from
                  a Third Party a written assertion claiming that the member is
                  infringing any patent owned by such Third Party (a "Third
                  Party Infringement Claim"), AWS or Parent, as the case may be,
                  shall, on behalf of such member of its Group, have the right
                  to seek to use certain of the patents of the other Group in
                  defense of such assertion. Within 60 days after the receipt of
                  the Third Party Infringement Claim, AWS or Parent, as the case
                  may be, shall provide the other with written notice of an
                  intent to exercise this right. For purposes of this Section 7,
                  the Party exercising this defensive protection right is
                  referred to as the "Defending Party" and the other Party is
                  referred to as the "Complying Party".

         7.2.     Identification of Selected Defensive Protection Patents.
                  Schedule D annexed hereto includes the list of patents owned
                  by Parent Group that may be selected from by AWS in the event
                  that the Third Party Infringement Claim is asserted against a
                  member of the Wireless Group. Schedule E annexed hereto
                  includes the list of patents owned by Wireless Group that may
                  be selected from by Parent in the event that the Third Party
                  Infringement Claim is asserted against a member of the Parent
                  Group. Within thirty (30) days after written notice of the
                  intent to exercise the defensive protection right under
                  Section 7.1, Parent and AWS shall meet to jointly select in
                  good faith no more than five (5) patents from the patents
                  identified in either Schedule D or E, as the case may be,
                  which patents can then be used in defending against the Third
                  Party Infringement Claim (the "Selected Defensive Protection
                  Patents"). The Selected Defensive Protection Patents shall be
                  made available to the Defending Party for defensive protection
                  as provided in this Section 7.

         7.3.     Grant of Sublicensing Right. The Complying Party shall grant
                  to the Defending Party under the Selected Defensive Protection
                  Patents a non-exclusive right to grant a license to the Person
                  asserting the Third Party Infringement Claim solely for the
                  purpose of settling such Claim. The license to be granted to
                  such Person shall be subject to commercially reasonable terms
                  and conditions mutually agreed by Parent and AWS. Parent and
                  AWS shall equally split any compensation payable by such
                  Person for the license. If deemed appropriate by both Parent
                  and AWS, the license to be granted to such Person may be
                  royalty free.


                                      -17-
<PAGE>   23
         7.4.     Assignment of Selected Defensive Protection Patents. If the
                  Third Party Infringement Claim is asserted in a lawsuit filed
                  against the member of the Wireless Group or Parent Group, as
                  the case may be, then the Complying Party shall assign to the
                  Defending Party the Selected Defensive Protection Patents
                  subject to the reversion back to the Complying Party provided
                  in Section 7.4.1 and the non-exclusive license granted to
                  Complying Party in Section 7.4.2. Such assignment shall be
                  further subject to all existing licenses and rights previously
                  granted with respect to the Selected Defensive Protection
                  Patents.

                  7.4.1.   Ownership of Selected Defensive Protection Patents
                           shall automatically revert back to Complying Party
                           immediately upon the occurrence of any of the
                           following:

                           a.)      With respect to each of the Selected
                                    Defensive Protection Patents, the Defending
                                    Party not asserting a counterclaim of
                                    infringement of that Selected Defensive
                                    Protection Patent as part of its responsive
                                    pleading to the complaint for the Third
                                    Party Infringement Claim;

                           b.)      The conclusion of the lawsuit for the Third
                                    Party Infringement Claim, having exhausted
                                    all rights of appeal; or

                           c.)      The settlement of the Third Party
                                    Infringement Claim.

                  7.4.2.   The Complying Party shall be granted under the
                           Selected Defensive Protection Patents a nonexclusive,
                           fully paid-up, worldwide, perpetual and irrevocable
                           license, with the right to sublicense, except as
                           restricted in Section 5.4, any Person other than the
                           Person asserting the Third Party Infringement Claim,
                           to make, have made, use, have used, offer to sell,
                           sell and import any and all products and services in
                           the conduct of any present or future business.

         7.5.     Appointment of Licensing Agent. If Selected Defensive
                  Protection Patents are assigned to the Defending Party in
                  accordance with Section 7.4, then the Defending Party hereby
                  appoints the Complying Party as the Defending Party's
                  exclusive licensing agent for the assigned Selected Defensive
                  Protection Patents with respect to all Persons other than the
                  Person asserting the Third Party Infringement Claim, except as
                  restricted in Section 5.4. For avoidance of doubt, such right
                  shall be to the exclusion of the Defending Party.

8.       SUPPLIER LICENSING

         8.1.     Request for License. In order to foster the availability of
                  any products or services needed by the Wireless Group or the
                  Parent Group in the conduct of their businesses, AWS or
                  Parent, respectively, may desire that a Third Party (a "Supply
                  Person") in its Group's supply chain, or which it intends to
                  add to its Group's supply chain, be licensed under one or more
                  of the patents identified in

                                      -18-
<PAGE>   24
                  Schedule D or E, respectively. AWS or Parent, as the case may
                  be, may by written notice, request that the other Group grant
                  to the Supply Person a nonexclusive license under such patents
                  covering such products or services, which request shall not be
                  unreasonably denied.

         8.2.     Granting of Request to License. For license requests accepted
                  by Parent or AWS, as the case may be, both Parent and AWS will
                  work together to develop a term sheet to adequately address
                  the identified need for products or services from the Supply
                  Person. At its option, the Party who has been requested to
                  grant the license may accept such license request by granting
                  the other Party a sublicensing right that allows the other
                  Party to license the needed products or services from the
                  Supply Person.

         8.3.     Compensation. With respect to any license or sublicense
                  granted in accordance with this Section 8, the Party owning
                  the patent may charge a commercially reasonable royalty and
                  shall retain all compensation from such license or sublicense.
                  However, with respect to each product or service actually
                  furnished by the Supply Person to a member of the Group who
                  requested that the license be granted, a royalty credit shall
                  be granted to the Supply Person.

9.       LICENSING OF SPECIAL AFFILIATES

         9.1.     Request for License. AWS or Parent may, by written notice to
                  the other Party, request that the other Group grant to one or
                  more of its Special Affiliates a nonexclusive license under
                  patents identified in Schedule D or E, respectively, which
                  request shall not be unreasonably denied. It shall not
                  constitute unreasonable denial if a Party denies such a
                  request because the requested license would be inconsistent
                  with the strategic business interests or direction of that
                  Party or would be to a material competitor of that Party.

         9.2.     Granting of Request to License. For license requests accepted
                  by Parent or AWS, as the case may be, the requesting Party may
                  provide to the accepting Party a term sheet that identifies
                  the type of license the requesting Party desires be granted.
                  The Party accepting the request shall consider such term
                  sheet, but shall have complete, ultimate discretion with
                  respect to all terms and conditions for the requested license.

         9.3.     Compensation. With respect to any license or sublicense
                  granted in accordance with this Section 9, the Party owning
                  the patent may charge a commercially reasonable royalty and
                  shall retain all compensation from such license.

10.      THIRD PARTY IP LICENSES

         10.1.    Third Party IP Licenses -- Patents. With respect to any Third
                  Party IP License that only concerns patent rights, Parent
                  shall use Reasonable Efforts to first seek the concurrence of
                  the licensor to share with AWS the patent rights granted

                                      -19-
<PAGE>   25
                  pursuant to such Third Party IP License. If Parent cannot
                  obtain such concurrence and Parent has the right to assign all
                  of its rights and obligations pertaining to such Third Party
                  IP License without incurring any obligations or liability,
                  Parent shall assign, as of the Distribution Date, such Third
                  Party IP License to AWS subject to AWS' approval and the
                  conditions set forth in Section 10.3.

         10.2.    Third Party IP Licenses -- Other Than Patents. If Parent shall
                  have the right to assign, without incurring any obligations or
                  liability, all of its rights and obligations pertaining to a
                  Third Party IP License other than such Licenses as discussed
                  in Section 10.1, Parent shall assign such Third Party IP
                  License to AWS subject to the conditions set forth in Section
                  10.3.

         10.3.    Assumption of Liabilities and Indemnification. With respect to
                  any Third Party IP License assigned by Parent to AWS, AWS
                  shall assume, and indemnify and hold harmless Parent and any
                  Affiliate of Parent and their directors, officers, employees,
                  agents and representatives, and each of their heirs,
                  executors, successors and assigns, from and against all
                  liabilities, costs, expenses and claims arising out of or in
                  connection with, all obligations incurred or to be incurred
                  with respect to such Third Party IP License after the
                  Distribution Date. For avoidance of doubt, this section shall
                  not be read as a limitation on any obligations of AWS or
                  Parent as provided in the SDA.

         10.4.    AWS Covenants.

                  10.4.1.  In the event that license rights concerning
                           particular Software, Materials, or proprietary
                           information of a Third Party are not assigned to AWS
                           and AWS receives from Parent or any Person owning or
                           controlling such Software, Materials, or proprietary
                           information, notice that AWS or any member of the
                           Wireless Group should cease use of such Software,
                           Materials, or proprietary information, AWS or such
                           member shall immediately cease all use of such
                           Software, Materials, or proprietary information.

                  10.4.2.  With respect to any Third Party IP License concerning
                           patent rights that is assigned by Parent to AWS in
                           accordance with Section 10.1, AWS shall assume any
                           and all obligations that Parent may have had to
                           Lucent Technologies Inc. pursuant to that certain
                           Separation and Distribution Agreement dated as of
                           February 1, 1996, as amended and restated as of March
                           29, 1996, by and among Parent, Lucent Technologies
                           Inc. and NCR Corporation.

11.      ASSIGNMENT / SUBLICENSING

         11.1.    This Agreement may not be assigned by either Group without the
                  other Group's prior written consent, except that, Parent may
                  assign its rights and obligations under this Agreement in the
                  event of any merger, consolidation or other

                                      -20-
<PAGE>   26
                  reorganization of Parent or Parent Group. This Agreement shall
                  be binding upon and inure to the benefit of and be enforceable
                  by the successors, legal representatives and permitted assigns
                  of each of the Parties.

         11.2.    Either Parent or AWS may sublicense any rights granted to it
                  hereunder to any Person who is or becomes an Affiliate of
                  Parent or AWS, respectively, provided that, the sublicense
                  granted to such Person shall only be effective for so long as
                  such Person remains an Affiliate of Parent or AWS.
                  Notwithstanding the foregoing, any sublicense granted by
                  Parent to a member of the Parent Group shall survive the sale
                  or other divestiture of such member from the Parent Group and
                  any subsequent restructuring(s) involving that member.

         11.3.    Notwithstanding any provision of this Agreement, the SDA or
                  any Ancillary Agreement, in the event a Change of Control of
                  AWS, or any Affiliate that hereafter succeeds to all or
                  substantially all of the assets and business of AWS, shall
                  occur (the date on which such event occurs being referred to
                  as the "AWS Change of Control Date"), any and all license
                  rights granted to AWS pursuant to this Agreement shall,
                  effective as of the AWS Change of Control Date, automatically
                  revert to personal, not transferable covenants not to sue that
                  only permit AWS and its Affiliates (such Affiliates being
                  limited to only those Affiliates that were also AWS'
                  Affiliates immediately prior to the Change of Control Date) to
                  use the intellectual property covered by this Agreement in the
                  conduct of AWS' business as that business was conducted by AWS
                  as of the Applicable Date. If the Applicable Date is the
                  Distribution Date, then technology changes to products and
                  services used or furnished in the conduct of AWS' business as
                  that business was conducted by AWS as of the Distribution Date
                  shall be permitted under these covenants granted by AT&T, but
                  only under the intellectual property that had been licensed
                  pursuant to this Agreement. By way of example, of the intended
                  affect of the preceding two sentences, and not limitation as
                  to their applicability to other forms of intellectual property
                  covered by this Agreement, the license granted to AWS under
                  Section 5.1.1, and any related sublicense granted by AWS to
                  any of its Affiliates (such Affiliates being limited to only
                  those Affiliates that were also AWS' Affiliates immediately
                  prior to the AWS Change of Control Date) pursuant to Section
                  11.2, shall automatically revert, effective as of the AWS
                  Change of Control Date, to a personal, non-transferable
                  covenant not to sue AWS and such Affiliates under Existing
                  Parent Patents for, solely in the conduct of AWS' business,
                  making, having made, using, having used, offering to sell,
                  selling and importing products and services of the type used
                  or furnished in the conduct of AWS' business as that business
                  was conducted by AWS as of the Applicable Date. Licensor
                  further covenants to AWS that Licensor will not sue AWS'
                  customers under the intellectual property covered by this
                  Agreement for such customers' own use of services provided by
                  AWS in accordance with the covenant provided by this Section
                  11.3, provided however, that if such use by a customer
                  involves making

                                      -21-
<PAGE>   27
                  a combination this covenant shall only extend to such
                  combinations as were covered within the scope of Section 5.2.

                  11.3.1.  For avoidance of doubt, effective as of the AWS
                           Change of Control Date, AWS' rights to request
                           licensing of a Supply Person and a Special Affiliate
                           under Sections 8 and 9, respectively, and AWS' right
                           to seek defensive protection under Section 7 shall
                           all terminate and Parent shall thereafter have no
                           further obligations under Sections 5.4 and 5.8. In
                           the event of a Change of Control of Parent, Parent's
                           rights to request licensing of a Supply Person and a
                           Special Affiliate under Sections 8 and 9,
                           respectively, and Parent's right to seek defensive
                           protection under Section 7 shall automatically
                           terminate, but, unless the AWS Control Date has
                           occurred, Parent shall continue to honor its
                           obligations under Sections 5.4 (unless Parent's
                           obligations under Section 5.4 have otherwise
                           terminated as provided in this Agreement) and 5.8.

                  11.3.2.  If, after the Distribution Date, Parent shall assign
                           to any Third Party rights in intellectual property
                           licensed to AWS pursuant to the terms of this
                           Agreement, which assignment conveys to the Third
                           Party any rights to enforce against AWS such
                           intellectual property, then Parent covenants to
                           obligate such Third Party to honor the covenants that
                           may be received by AWS and the Fixed Wireless
                           Business pursuant to Sections 11.3 and 11.4,
                           respectively.

         11.4.    In the event that AWS shall divest itself of that portion of
                  its business which provides Fixed Wireless Services (that
                  portion of Licensee's business being referred to as the "Fixed
                  Wireless Business"), then (i) the Fixed Wireless Business
                  shall enjoy after such divestiture personal, non transferable
                  covenants not to sue that only permit the Fixed Wireless
                  Business to use the intellectual property licensed to AWS
                  under this Agreement in provision of Fixed Wireless Services
                  to the customers of the Fixed Wireless Business and (ii) all
                  licenses granted to AWS pursuant to this Agreement shall
                  automatically exclude any and all rights relating to the
                  provision of Fixed Wireless Services. Any covenant not to sue
                  extended to the Fixed Wireless Business pursuant to this
                  Section shall be subject to all of the terms and conditions of
                  this Agreement. If, after the divestiture of the Fixed
                  Wireless Business, there is a Change of Control of the Fixed
                  Wireless Business, then all covenants not to sue that are
                  extended to the Fixed Wireless Business shall be automatically
                  terminated. On behalf of the Fixed Wireless Business, AWS
                  hereby agrees that Parent shall have the full right to enforce
                  any of the terms and conditions of this Agreement against the
                  Fixed Wireless Business after such divestiture, to the same
                  extent as if the Fixed Wireless Business had been a party to
                  this Agreement.


                                      -22-
<PAGE>   28
12.      NO WARRANTIES OR REPRESENTATIONS

         All Software, Proprietary Information and Materials covered under this
         Agreement are all furnished "AS IS," without any support, assistance,
         maintenance or warranties of any kind, whatsoever.

         EACH GROUP ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF ANY
         SOFTWARE, MATERIALS OR INFORMATION COVERED BY THIS AGREEMENT. NEITHER
         GROUP MAKES, AND EACH GROUP EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED
         WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO,
         IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
         PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT
         THE SUCH SOFTWARE, MATERIALS OR INFORMATION IS "ERROR FREE."

13.      GOVERNING LAW; IP CLAIMS

         13.1.    Choice of Law. This Agreement shall be governed by, and
                  construed and enforced in accordance with, the laws of the
                  State of New York without regard to its principles of
                  conflicts of law.

         13.2.    Intellectual Property Rights. Notwithstanding any provision in
                  this or any other agreement between the Parties relating to
                  the transaction contemplated by the SDA, in no event shall any
                  claims, disputes or controversies which potentially concern
                  the validity, enforceability, infringement or misappropriation
                  of any of intellectual property rights, including any rights
                  protectable under intellectual property law anywhere
                  throughout the world such as patent, copyright, trade secret
                  and trademark law, be subject to resolution by arbitration
                  unless Parent and AWS agree in writing to such resolution
                  after such claim, dispute or controversy is asserted.

         13.3.    Equitable Remedies. The Parties recognize that money damages
                  alone may not be an adequate remedy for any breach or
                  threatened breach of any obligation hereunder involving
                  intellectual property rights or either Party exceeding the
                  scope of its license and rights hereunder. The Parties
                  therefore agree that in addition to any other remedies
                  available hereunder, by law or otherwise, the non-breaching
                  Party shall be entitled to seek injunctive relief against any
                  such continued action by the other Party.

14.      NOTICE

         Unless otherwise provided in this Agreement, all notices, consents,
         approvals, waivers and the like made hereunder shall be in written
         English addressed as provided below, shall reference this Agreement and
         shall be sent by any of the following methods: (a) certified mail,
         postage-prepaid, return-receipt requested, (b) a delivery service which

                                      -23-
<PAGE>   29
         requires proof of delivery signed by the recipient or (c)
         properly-transmitted facsimile followed by written confirmation in
         accordance with methods (a), (b) or first-class U.S. mail. The date of
         notice shall be deemed to be the date it was received (in the case of
         method (c) above, the date of notice shall be deemed to be the date
         that the facsimile copy is received). A Party may change its address
         for notice by written notice delivered in accordance with this Section.

                             Notice to Parent:

                     Francine J. Berry
                     Chief Intellectual Property Counsel
                     AT&T Corp.
                     Room 3251J1
                     295 North Maple Avenue
                     Basking Ridge, New Jersey 07920
                     Telephone No. (908) 221-3327
                     Telecopier No. (908) 221-7657





                             Notice to AWS:

                     AT&T Wireless Services, Inc.
                     16331 NE 72nd Way
                     Redmond, WA 98052
                     Attention: Gregory P. Landis, Esq.
                     Fax No.:  (425) 580-8333


15.      MISCELLANEOUS

         15.1.    EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NO OTHER RIGHTS
                  OR LICENSES ARE GRANTED.

         15.2.    Notwithstanding any provision of this Agreement, the SDA or
                  any Ancillary Agreements, in no event shall any member of any
                  Group be required to enforce or otherwise assert against any
                  Person any intellectual property rights.

         15.3.    Further Assurances. Each Party covenants to execute upon
                  request any further documents reasonably necessary to effect
                  the express terms and conditions of this Agreement, including
                  such documents as are reasonably necessary to vest title in
                  intellectual property rights as provided in this Agreement.

         15.4.    Rules of Construction. As used in this Agreement, (i) neutral
                  pronouns and any derivations thereof shall be deemed to
                  include the feminine and masculine and all terms used in the
                  singular shall be deemed to include the plural and vice versa,
                  as the context may require; (ii) the words "hereof," "herein,"
                  "hereunder"

                                      -24-
<PAGE>   30
                  and other words of similar import refer to this Agreement as a
                  whole, including all exhibits and schedules as the same may be
                  amended or supplemented from time to time, and not to any
                  subdivision of this Agreement; (iii) the word "including" or
                  any variation thereof means "including, without limitation"
                  and shall not be construed to limit any general statement that
                  it follows to the specific or similar items or matters
                  immediately following it; (iv) descriptive headings and titles
                  used in this Agreement are inserted for convenience of
                  reference only and do not constitute a part of and shall not
                  be utilized in interpreting this Agreement, (v) the words
                  "Party" and "Parties" refer, respectively, to a party or to
                  both of the parties to this Agreement (vi) reference to a work
                  of authorship or information as be created or developed by a
                  Party means that the work of authorship or information is
                  created or developed by employees of that Party or by such
                  other individuals, such as contractors, who have a duty to
                  assign ownership in such work of authorship or information to
                  such Party. This Agreement shall be fairly interpreted in
                  accordance with its terms and without any strict construction
                  in favor of or against either Party.

         15.5.    This Agreement may not be amended, changed, supplemented,
                  waived or otherwise modified except by an instrument in
                  writing signed by the Parties.

         15.6.    The failure of any Party to exercise any right, power or
                  remedy provided under this Agreement or otherwise available in
                  respect hereof at law or in equity, or to insist upon
                  compliance by the other Party with its obligations hereunder,
                  and any custom or practice of the Parties at variance with the
                  terms hereof, shall not constitute a waiver by such Party of
                  its right to exercise any such or other right, power or remedy
                  or to demand such compliance.

         15.7.    This Agreement is not intended to be for the benefit of and
                  shall not be enforceable by any Person who is not a Party.
                  Nothing in this Agreement, express or implied, is intended to
                  or shall (i) confer on any Person other than the Parties and
                  their respective successors or permitted assigns any rights
                  (including third-party beneficiary rights), remedies,
                  obligations or liabilities under or by reason of this
                  Agreement or (ii) constitute the Parties as partners or as
                  participants in a joint venture. This Agreement shall not
                  provide third parties with any remedy, claim, liability,
                  reimbursement, cause of action or other right in excess of
                  those existing without reference to the terms of this
                  Agreement. No third party shall have any right, independent of
                  any right that exists irrespective of this Agreement, to bring
                  any suit at law or equity for any matter governed by or
                  subject to the provisions of this Agreement.

         15.8.    This Agreement may be executed in any number of counterparts,
                  each of which shall be deemed to be an original, but all of
                  which together shall constitute one instrument. Each
                  counterpart may consist of a number of copies each signed by
                  less than all, but together signed by all, the Parties.

         15.9.    The provisions of this Agreement are severable, and in the
                  event that any one or more provisions, or any portion thereof,
                  are deemed illegal or unenforceable, the

                                      -25-
<PAGE>   31
                  remaining provisions or portions thereof, as the case may be,
                  shall remain in full force and effect unless the deletion of
                  such provision or portion thereof shall cause this Agreement
                  to become materially adverse to either Party, in which event
                  the Parties shall use Reasonable Efforts to arrive at an
                  accommodation that best preserves for the Parties the benefits
                  and obligations of the offending provision or portion thereof.

         15.10.   This Agreement together with all other agreements relating to
                  the transaction contemplated by the SDA set forth the entire
                  agreement and understanding between the Parties as to the
                  subject matter hereof and thereof and merge all prior
                  discussions between them. Neither of the Parties shall be
                  bound by any warranties, understandings or representations
                  with respect to such subject matter other than as expressly
                  provided herein, in prior written agreements, or in a writing
                  executed with or subsequent to the execution of this Agreement
                  by an authorized representative of the Party to be bound
                  thereby.




                                      -26-
<PAGE>   32
         IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
duly executed on its behalf by one of its duly authorized officers as of the
date first written above.



AT&T CORP.                                      AT&T WIRELESS SERVICES, INC.


By:    /s/ David C. Nagel                       By:    /s/ Roderick Nelson
      --------------------                            ---------------------

Name:  David C. Nagel                           Name:  Roderick Nelson


Title: Chief Technology Officer                 Title: Senior VP & Chief
       and President of AT&T Labs                      Technology Officer




                                      -27-