Exhibit 10.5


                            EXCHANGE RIGHTS AGREEMENT

      This Exchange Rights Agreement (this "Agreement") is made as of July 23,
2000, by and between VoiceStream Wireless Corporation, a Delaware corporation
("VWC"), Providence Equity Partners III, L.P., a Delaware limited partnership
("PEP") and Providence Equity Operating Partners III, L.P., a Delaware limited
partnership ("POP" and together with PEP collectively "Providence") (as amended,
modified or supplemented from time to time, this "Agreement").

      WHEREAS, the parties to this Agreement are parties to that certain
Purchase Agreement dated as of May 3, 1999 (the "Purchase Agreement"), by and
among VWC, Cook Inlet/VoiceStream PCS, LLC, a Delaware limited liability company
(the "Company"), Cook Inlet GSM Control LLC, a Delaware limited liability
company (the "Control Group"), and Providence, which, among other things,
provides Providence with the right to require VWC to purchase all of
Providence's ownership right and Class B Interests in the Control Group under
certain circumstances;

      WHEREAS, the parties to this Agreement desire to amend the Purchase
Agreement pursuant to Section 4 thereof by means of this Agreement to provide
Providence with certain rights to exchange Providence's ownership rights in the
Control Group for shares of VWC common stock in certain circumstances in lieu of
the rights provided in the Purchase Agreement, upon the terms and conditions set
forth herein; and

      WHEREAS, the parties agree that the Purchase Agreement will terminate and
be of no further force and effect concurrently with the consummation of the
exchange of Providence's interest in Control Group for shares of VoiceStream
Common Stock as set forth herein;

      NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the parties, intending legally to be
bound, agree as follows:

1.    DEFINITIONS

      The following capitalized terms shall have the meanings specified in this
Article 1. Other terms are defined in the text of this Agreement, and throughout
this Agreement those terms shall have the meanings respectively ascribed to
them. Certain capitalized terms used in this Agreement and not otherwise defined
herein have the meanings given such terms in the LLC Agreement.

      "CONTROL GROUP INTEREST" means the entire ownership right and Class B
Interests of Providence in the Control Group under the Control Group Agreement,
and any other right or Interest of Providence in the Control Group, including
any security or interest received by Providence upon any reorganization,
recapitalization, reformation, merger, liquidation or dissolution of the Control
Group, all of which may be exchanged for an interest in VWC pursuant to the
terms and conditions of this Agreement.

      "CONTROL GROUP AGREEMENT" means the Limited Liability Company Agreement of
the Control Group, dated May 3, 1999, between Cook Inlet and Providence, as it
may be amended




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from time to time.

      "EXCHANGE DATE" means the date that is five (5) years from the date on
which the Company is initially granted Licenses that it wins in the Auction, the
winning bids for which equal in the aggregate eighty percent (80%) of the total
dollar amount of its winning bids in the Auction; provided that in the event
that the FCC Rules are amended or a law or other legislation is passed
("Legislation") such that License forfeiture and/or violation of the C and F
block eligibility requirements (as defined by the FCC Rules) would not occur as
a result of the Exchange occurring sooner than five (5) years after the date of
the initial License grant, then the Exchange Date shall be advanced to the
earliest date that the Exchange may take place without violation of the FCC
Rules, provided, that, unless waived by Providence in writing, such date shall
not be earlier than (i) thirty (30) days after Providence has received written
notice from VWC of such FCC Rule amendment or Legislation or (ii) if required by
Providence, the date that VWC, or its Affiliate, to the extent reasonably
possible, provides a legal opinion to Providence from outside counsel to VWC
addressed to the Company, which counsel and opinion are acceptable to
Providence, opining that an Exchange on the earlier Exchange Date (such new
Exchange Date to be set forth in such legal opinion) would not result in License
forfeiture or violation of the C and F block eligibility requirements.

      "EXCHANGE PERIOD" shall have the meaning set forth in Section 2.2.

      "EXCHANGE RIGHTS" means the right to exchange the Control Group Interest
for shares of VWC Common Stock, in accordance with the provisions of Article 2.

      "LLC AGREEMENT" means the Amended and Restated Limited Liability Company
Agreement of the Company, dated May 3, 1999, among the Control Group,
VoiceStream PCS BTA I Corporation and VoiceStream, as it may be amended from
time to time, in accordance with its terms.

      "ORGANIC CHANGE" means with respect to a Person, any recapitalization,
reorganization, reclassification, spin-off, split-off, extraordinary dividend or
distribution, consolidation or merger of such Person, or any successor(s)
thereto, or sale of all or substantially all, in any or a series of
transactions, of the assets or stock of such Person, or any successor(s)
thereto, to another Person, or other transaction involving such Person, or any
successor(s) thereto, which is effected in such a manner that holders of such
Person's common stock, or of stock or other interests in any of the respective
successors to such Person, as the case may be, are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets or other
consideration with respect to or in exchange for such stock or interests. In
addition to the foregoing, Organic Change will mean any transaction, or series
of transactions, the result of which is (a) with respect to VWC, that the total
number of shares of VWC Common Stock outstanding is less than twenty percent
(20%) of the total number of shares of VWC Common Stock outstanding as of the
date of execution hereof, and (b) with respect to another Person, that the total
number of shares of common stock of such other Person outstanding is less than
twenty percent (20%) of the total number of shares of common stock outstanding
prior to the consummation of such transaction(s).

      "PERSON" means an individual, a partnership, a corporation, a limited
liability company,




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an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.

      "VWC COMMON STOCK" means the common stock, $.001 par value of VWC.

2.    EXCHANGE RIGHTS

2.1   GRANT OF EXCHANGE RIGHTS. In connection with the transactions contemplated
by the LLC Agreement and in consideration of the suspension of the Purchase
Agreement (subject to Section 3.2), VWC hereby grants to Providence, and
Providence hereby accepts from VWC, the Exchange Rights. The terms and
conditions of the Exchange Rights are set forth in this Article 2.

2.2   EXCHANGE   RIGHTS.   The  Exchange   Rights  shall  be  exercisable  (an
"Exchange")  only on the following terms and only during the Exchange  Periods
described below:

(a)   Providence may elect to exchange all, but not less than all, subject to
      Sections 2.2 (c) and (d), of the Control Group Interest in exchange for
      Four Million (4,000,000) shares of VWC Common Stock (the "Exchange
      Shares"), subject to Sections 2.3 and 2.4. No fractional shares shall be
      issued upon an Exchange, and in lieu thereof, Providence shall receive a
      cash payment equal to the product of (x) the fraction of a share of VWC
      Common Stock Providence would have otherwise been entitled to receive and
      (y) the average high and low trading price of VWC Common Stock as reported
      by the New York Stock Exchange ("NYSE") Composite Tape or the average bid
      and asked price of VWC Common Stock as quoted on The Nasdaq Stock Market,
      National Market System or equivalent ("Nasdaq"), as appropriate, for each
      of the ten (10) consecutive trading days ending two (2) trading days
      immediately prior to the date on which the Exchange occurs.

(b)   To cause an Exchange, Providence shall deliver an irrevocable written
      notice of the same (an "Exchange Notice") to VWC by 5:00 p.m. Pacific time
      on the 30th day from the Exchange Date (such thirty (30)-day period shall
      be the "Exchange Period"); provided that if as of such time on such 30th
      day Providence shall not have elected to cause the Exchange then the
      Exchange Rights for Providence shall then immediately terminate.

(c)   If, immediately prior to an Exchange, fewer than all of the Licenses
      have passed the period by which, under the FCC Rules, the Licenses may be
      held by a Person other than a Designated Entity, the Members of the
      Company shall form a new company (the "New Company") under the terms and
      conditions described below, and shall transfer, subject to the consent of
      the FCC, to the New Company all of the Licenses (and all corresponding
      assets, liabilities, capital accounts, and rights) other than the Licenses
      for which such period has run. The capital account of, and apportionment
      of liabilities to, each member of the New Company shall be determined in a
      manner that is consistent with the determination of the capital accounts
      under the LLC Agreement and, collectively and for each member, shall be
      allocated based on the ratio of (x) the total dollar amount of winning
      bids for the Licenses transferred to the New Company to (y)




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      the total dollar amount of all winning bids for Licenses by the Company
      (the "Transfer Ratio"). Correspondingly, the capital account of, and
      apportionment of liabilities to, each Member of the Company, as well as
      the number of Exchange Shares, will be allocated based on the ratio of (i)
      the total dollar amount of winning bids for the Licenses retained by the
      Company to (ii) the total dollar amount of all winning bids by the Company
      ("Retained Ratio"), so therefore during the Exchange Period Providence may
      cause an Exchange of Company Interest for a number of shares equal to the
      Exchange Shares multiplied by the Retained Ratio.

            At the same time that the New Company is being established, the
      Control Group members shall form a new Control Group ("New Control Group")
      as a new limited liability company which shall act as Manager of the New
      Company and which shall be organized and governed by a limited liability
      company agreement identical to the Control Group Agreement. Each member of
      Control Group shall have an identical percentage interest in the New
      Control Group as it had in Control Group immediately prior to the
      formulation of the New Company and such New Control Group.

 (d)  The New Company shall be a limited liability company organized under the
      Delaware Limited Liability Company Act and shall be governed by a limited
      liability company agreement ("New LLC Agreement") that is identical to the
      LLC Agreement.

            Notwithstanding the organization of the New Company in accordance
      with the foregoing, this Agreement shall continue and be deemed to apply
      such that, where appropriate, all references to the Company and the LLC
      Agreement, shall be read to refer to the New Company (including the
      members and membership interests therein) and the New LLC Agreement,
      respectively. As a result, Providence shall have an Exchange Right with
      respect to its Company Interest in the New Company on the same terms as
      provided herein, except that:

            (i) the applicable Exchange Period shall be the thirty-five (35) day
      period that begins on the earlier of (a) the date that is six (6) years
      from the date on which the Company is initially granted Licenses that it
      wins in the Auction, the winning bids for which equal in the aggregate
      eighty percent (80%) of the total dollar amount of its winning bids in the
      Auction, or (b) the date of the five (5) year anniversary of the initial
      issuance of the last License won by the Company (the "Second Exchange
      Date"), and

            (ii) the new number of Exchange Shares for Providence's interest in
      the New Control Group shall be the number of Exchange Shares immediately
      prior to the transfer of the Licenses to the New Company multiplied by the
      Transfer Ratio.

(e)   If as of the Second Exchange Date, fewer than all of the Licenses have
      passed the period by which, under the FCC Rules, the Licenses may be held
      by a Person other than a Designated Entity, the members of the New Company
      shall form a second new company (the "Second New Company"), under
      identical terms and conditions as described above for New Company, except
      that the applicable Exchange Period of Providence's Exchange Right with
      respect to its Control Group Interest in the Second New Control Group
      ("Second New Control Group") shall be the thirty-five (35) day period that




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      begins on the date of the five (5) year anniversary of the last License
      won by the Company in the Auction.

            At the same time that the Second New Company is being established,
      the Control Group members shall form the Second New Control Group as a new
      limited liability company which shall act as Manager of the Second New
      Company and which shall be organized and governed by a limited liability
      company agreement identical to the Control Group Agreement. Each member of
      the New Control Group shall have an identical percentage interest in such
      Second New Control Group as it had in the New Control Group immediately
      prior to the formation of the Second New Company and such Second New
      Control Group.

(f)   VWC and Providence agree to structure, to the extent reasonably
      possible, the Exchange in a way that is tax free to Providence,
      VoiceStream PCS BTA I ("VoiceStream BTA") and VWC. Such structure may
      include a stock exchange that includes the stock of a special purpose
      corporation holding the Control Group Interest; provided, however, that in
      doing so there are no negative tax or accounting attributes of such an
      Exchange that adversely impact Providence, VoiceStream BTA or VWC to a
      greater extent than would be experienced in a direct exchange for the
      Control Group Interest (other than the receipt of a carry over basis due
      to the tax free nature of the transaction), as determined in utmost good
      faith by VWC in its reasonable discretion.

(g)   Upon receipt of an Exchange Notice during the Exchange Period, VWC
      agrees that VWC shall issue to Providence, as soon as reasonably
      practicable but in any event no later than sixty (60) days following
      delivery of the Exchange Notice (the "Outside Delivery Date") the shares
      of VWC Common Stock issuable pursuant to Section 2.2(a), subject to
      Sections 2.3 and 2.4, provided that at the time of such issuance (i) VWC
      Common Stock must be listed or admitted for quotation on the NYSE or
      Nasdaq, (ii) such shares must be duly authorized, validly issued, fully
      paid and non-assessable and free and clear of all liens, claims and
      encumbrances or preemptive or similar rights, (iii) such shares must be
      delivered in compliance with Federal and state securities laws, (iv) such
      shares must be subject to an effective registration statement under the
      Securities Act of 1933, as amended (the "Securities Act") covering the
      offer and sale of such shares by Providence (the "Registration Statement")
      from time to time in negotiated transactions, in market transactions or
      otherwise and (v) such shares must be registered or qualified for offer of
      sale by Providence under the securities or blue sky laws of such States as
      Providence shall reasonably request. VWC covenants and agrees that it
      shall (x) prepare and file with the Securities and Exchange Commission
      such amendments as may be necessary to keep the Registration Statement
      effective until the earlier of the date all of such shares have been sold
      by Providence or the date all of such shares are freely tradable without
      registration or restriction (under Rule 144(k) promulgated under the
      Securities Act or otherwise), but not before the expiration of the 90-day
      period referred to in Section 4(3) of the Securities Act and Rule 174
      promulgated thereunder, (y) cause each such state securities or blue sky
      registration or qualification to remain effective during the period the
      Registration Statement is required to be kept effective hereunder, and (z)
      cause the shares covered by the Registration Statement, by the date of the
      first sale by Providence thereunder, to be listed or admitted




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      for trading on each securities exchange (or, if applicable, the Nasdaq
      National Market System) on which VWC Common Stock is then listed or
      admitted for trading.

(h)   In the event that, despite VWC's commercially reasonable efforts, VWC
      is unable to deliver shares of its Common Stock subject to an effective
      Registration Statement as provided pursuant to Section 2.2(g), VWC shall
      issue to Providence shares of its Common Stock and VWC shall enter into a
      Registration Rights Agreement in the form and substance of the agreement
      attached as Exhibit D to the LLC Agreement, which the parties hereby agree
      shall be amended to give Providence the benefit of the terms of any
      registration rights agreements entered into with other shareholders of VWC
      subsequent to February 11, 1999, and prior to the date of the Exchange
      Notice, provided that no such amendment shall reduce or diminish any of
      the rights of Providence as set forth in such form attached in Exhibit D
      to the LLC Agreement.

2.3   INCREASE OR COMBINATION OF VWC COMMON STOCK. If at any time VWC (a) pays a
dividend or makes a distribution in shares of its capital stock or securities
convertible or exchangeable for shares of its capital stock, (b) issues by
reclassification, or (c) subdivides (by any stock split, recapitalization or
otherwise) one or more classes of its outstanding shares of VWC Common Stock,
into a greater number of shares, the exchange ratio in effect immediately prior
to such increase shall be adjusted proportionately, and if VWC at any time
combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of common stock into a smaller number of shares, the exchange
ratio in effect immediately prior to such combination shall be adjusted
proportionately, in each case, to allow Providence the full benefit and effect
of the increase or combination as if the Control Group Interest had been
exchanged for VWC Common Stock immediately prior to the increase or combination.

2.4   REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. VWC will
not effect any Organic Change unless prior to the consummation thereof, the
successor entity (the "Successor Entity") (if other than VWC) resulting from the
Organic Change assumes by written instrument (in form and substance reasonably
satisfactory to Providence) the obligation to deliver to Providence such cash,
shares of stock, securities or assets or other consideration as Providence may
be entitled to acquire hereunder. In addition, prior to such Organic Change, VWC
shall make appropriate provisions (in form and substance reasonably satisfactory
to Providence) to insure that Providence continues to have the benefit of
Sections 2.3 and 2.4 hereunder with respect to increases or combinations of the
Successor Entity's securities or Organic Changes of such Successor Entity. In
particular, VWC shall insure that at the Exchange Date Providence shall have the
right to exchange its Control Group Interest for securities, assets or other
consideration comparable to that which Providence would have received if
Providence had effected the Exchange immediately prior to such Organic Change in
accordance with the following:

(a)   In the event that through the Organic Change the Successor Entity
      provides VWC shareholders with cash consideration, then the Successor
      Entity shall, upon a subsequent Exchange, pay to Providence that amount of
      cash Providence would have received if it had been a holder of VWC Common
      Stock at the time of the Organic Change (the "Cash Consideration"), plus
      such amount of cash as is necessary to insure that Providence receives,
      upon such Exchange, interest on such amount at an annual rate




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      equal to the yield, as of the date of the Organic Change, on the U.S.
      Treasury security with a maturity date as close as practicable to the
      Exchange Date plus 500 basis points (the "Guaranteed Rate") from the date
      of the Organic Change to the date of the Exchange; provided, that prior to
      the effectiveness of such Organic Change, the Successor Entity shall
      establish and maintain, at its sole cost and expense, a letter of credit
      from a reputable financial institution on terms, each reasonably
      satisfactory to Providence (including without limitation Providence's
      ability to draw on such letter of credit upon delivery of appropriate
      notice to such financial institution) to secure the Successor Entity's
      obligation under this Section 2.4(a) to Providence upon any such Exchange,
      which letter of credit shall remain outstanding from the date of such
      Organic Change through the close of the Exchange Period.

(b)   In the event that through the Organic Change the Successor Entity
      provides VWC shareholders with shares of stock, securities, assets or
      other non-cash consideration ("Non-cash Consideration") then the Successor
      Entity shall reserve for Providence such Non-cash Consideration in the
      amount that Providence would have received if it had been a holder of VWC
      Common Stock at the time of the Organic Change. During either the six
      (6)-month period following the date of the Organic Change or during the
      thirty (30)-day period beginning on the date that is two (2) years prior
      to the Exchange Date, Providence may elect (a "Cash Election") to cause
      Successor Entity, in lieu of reserving such Non-cash Consideration, to pay
      to Providence, upon a subsequent Exchange, an amount of cash equal to the
      fair market value of such Non-cash Consideration as of the date of the
      Cash Election, plus an amount of cash necessary to insure that Providence
      receives, on the date of such an Exchange, interest on such amount at the
      Guaranteed Rate from the date of the Cash Election to the date of such
      Exchange; provided, that the Successor Entity shall establish and
      maintain, at its sole cost and expense, a letter of credit from a
      reputable financial institution on terms, each reasonably satisfactory to
      Providence (including without limitation Providence's ability to draw on
      such letter of credit upon delivery of appropriate notice to such
      financial institution) to secure the Successor Entity's obligation under
      this Section 2.4(b), which letter of credit shall remain outstanding from
      the date of such Organic Change through the close of the Exchange Period.

(c)   In the event that through the Organic Change the Successor Entity provides
      VWC shareholders with a combination of Cash Consideration and Non-cash
      Consideration, Section 2.4(a) shall apply to that portion of consideration
      that is Cash Consideration, and Section 2.4(b) shall apply to that portion
      of consideration that is Non-cash Consideration.

(d)   In the event the Successor Entity is a Designated Entity (as defined by
      the FCC Rules) then the Exchange Date, and Providence's Exchange Rights
      under this Agreement and in particular this Article 2, shall be
      accelerated to the later of (i) that date on which the Organic Change
      becomes effective and (ii) five (5) business days following the date VWC
      has provided to Providence (a) notice that the Exchange Date is to be
      accelerated in accordance with this provision and (b) an opinion of
      counsel, which counsel and opinion shall be satisfactory to Providence,
      opining that the Successor Entity is a Designated Entity under the FCC
      Rules.




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2.5   RECAPTURE OF BIDDING CREDITS AND ACCELERATION OF FCC OBLIGATIONS. In the
event that an Exchange results in either (a) the recapture by the FCC of any
bidding credits or other discounts received by the Company with respect to the
award of Licenses in connection with the Auction, or (b) the acceleration of any
obligation or debt owed to the FCC in connection with the Auction, the Company
solely shall be liable to the FCC for such amounts.

2.6   REPRESENTATIONS  AND  WARRANTIES.  VWC represents and warrants to and
covenants with Providence as follows:

(a)   VWC is a corporation duly organized, validly existing and in good
      standing under the laws of Delaware. VWC has all requisite corporate power
      and authority and any necessary governmental approval to own, lease and
      operate its properties and to carry on its business as now being
      conducted. VWC is duly qualified or licensed and in good standing to do
      business in each jurisdiction in which the character of the property
      owned, leased or operated by it or the nature of the business conducted by
      it makes such qualification or licensing necessary.

(b)   VWC has filed with the SEC all documents required to be filed by it
      since December 31, 1998 under the Securities Act or the Exchange Act (the
      "VWC SEC Documents"). As of their respective filing dates, the VWC SEC
      Documents complied in all material respects with the requirements of the
      Securities Act or the Exchange Act, as the case may be, each as in effect
      on the date so filed, and at the time filed with the SEC none of the VWC
      SEC Documents contained any untrue statement of a material fact or omitted
      to state a material fact required to be stated therein or necessary to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of VWC included
      in the VWC SEC Documents comply as of their respective dates in all
      material respects with the then applicable accounting requirements and the
      published rules and regulations of the SEC with respect thereto, have been
      prepared in accordance with generally accepted accounting principles
      (except in the case of the unaudited statements, as permitted by Form 10-Q
      under the Exchange Act) applied on a consistent basis during the periods
      involved (except as may be indicated therein or in the notes thereto) and
      fairly present the consolidated financial position of VWC and its
      consolidated subsidiaries as at the dates thereof and the consolidated
      results of their operations and their consolidated cash flows for the
      periods then ended (subject, in the case of unaudited statements, to
      normal year-end audit adjustments and to any other adjustments described
      therein).

(c)   VWC has provided Providence with true copies of all contracts, agreements
      and other instruments governing the rights of Cook Inlet to exchange its
      interests in Control Group. Prior to the Closing of the Agreement and Plan
      of Merger dated as of July 23, 2000 (the "Merger Agreement"), by and among
      Deutsche Telekom AG and VWC, VWC agrees that no material changes will be
      made to such agreements that provide rights that are more favorable than
      those provided to Providence.

2.7   INABILITY TO PROVIDE AN EXCHANGE. Provided that Providence has performed
all of its obligations under this Agreement, it shall be a breach of this
Agreement by VWC if Providence is unable for any reason, including the failure
of VWC Common Stock to be listed or admitted for quotation on the NYSE or
Nasdaq, to effect any Exchange in accordance with the terms and




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conditions of Section 2.2(g) (or Section 2.4, if applicable), time being of the
essence. VWC shall not take any action or engage in any transaction that might
reasonably be deemed to have the effect of frustrating Providence's right to
consummate any Exchange upon the terms set forth in this Article 2.

3.    GENERAL PROVISIONS

3.1   AMENDMENT OF AGREEMENT. Any provision of this Agreement may be amended or
generally waived, but only with the prior written consent of Providence and VWC.
The failure of any party to enforce any provision of this Agreement shall in no
way be construed as a waiver of such provisions and shall not affect the right
of such party thereafter to enforce each and every provision of this Agreement
in accordance with its terms.

3.2   EFFECTIVENESS; SUSPENSION OF PURCHASE AGREEMENT. The parties hereto agree
that so long as this Agreement is in effect, Providence's rights under the
Purchase Agreement are suspended and may not be exercised. The parties agree
that in the event Providence exercises its Exchange Rights under this Agreement,
the Purchase Agreement will automatically terminate. Providence shall have the
right to terminate this Agreement in its sole discretion, upon written notice to
VoiceStream (whereupon this Agreement will be terminated and the Purchase
Agreement will no longer be suspended) upon (i) termination of the Merger
Agreement, or (ii) if VoiceStream's shareholders fail to adopt and approve the
transactions contemplated by the Merger Agreement at a meeting called for such
purpose.

3.3   NOTICES. Notices which may or are required to be given under this
Agreement by any party to another shall be given by hand delivery, or by
registered or certified mail, return receipt requested by reputable overnight
delivery service or by facsimile. Notices shall be addressed to the respective
parties hereto at their addresses as set forth below or to such other addresses
as may be designated by any party hereto by notice addressed to the other
parties. Notices shall be deemed to have been given when delivered by hand, on
the date indicated as the date of receipt on the return receipt, two (2)
business days after being sent by reputable overnight delivery service, and when
acknowledged if sent by facsimile.

3.4   AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the rights of a party under this
Agreement may only be assigned to a permitted transferee of such party under the
LLC Agreement.

3.5   GOVERNING LAW / RESOLUTION OF DISPUTES. This Agreement, and the rights of
the parties hereunder, shall be governed by and construed in accordance with the
laws of the state of Delaware, without regard to the conflict of laws rule
thereof. The parties agree that any and all disputes arising out of or in
connection with the execution, interpretation, performance or nonperformance of
this Agreement shall be governed by the provisions as set forth in Article 10,
Dispute Resolution, in the LLC Agreement.

3.6   CONSENTS. Any and all consents, agreements or approvals provided for or
permitted by this Agreement shall be in writing and a signed copy thereof shall
be filed and kept with the books of the Company.




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3.7   CAPTIONS. The captions are for convenience only and shall not be
considered a part of or affect the construction or interpretation of any
provision of this Agreement.

3.8   ENTIRE AGREEMENT. This Agreement and the Purchase Agreement represent the
entire agreement among the parties with respect to the specific transactions
contemplated herein and supersede all prior agreements, written or oral, with
respect thereto.

3.9   COUNTERPARTS.  This Agreement may be executed in  counterparts,  each of
which shall be deemed to be an original hereof.

3.10  SEVERABILITY. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement; provided that the parties shall, in good faith, negotiate fair
market-based compensation to any party that loses rights hereunder pursuant to
such interpretation.

3.11  INTENDED COMPLIANCE; SAVINGS CLAUSE. Notwithstanding anything in this
Agreement to the contrary, if the possession or exercise of any right of the
parties set forth in this Agreement would cause the Company to violate any
applicable laws, including, without limitation, any FCC Rules, as in effect from
time to time, or result in an adverse regulatory action or ruling by the FCC,
such right shall be deemed not to exist; provided that the parties shall, in
good faith, negotiate fair market-based compensation to any party that loses any
right hereunder pursuant to such right being deemed not to exist.

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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.

                              VOICESTREAM WIRELESS CORPORATION

                              By:  /s/ Cregg B. Baumbaugh
                                 ----------------------------------------
                                 Name:  Cregg B. Baumbaugh
                                      -----------------------------------
                                 Title: Executive Vice President -
                                       ----------------------------------
                                        Finance, Strategy and Development


                              PROVIDENCE EQUITY PARTNERS III L.P.
                              By:  Providence  Equity  GP L.P., its General
                                   Partner
                              By:  Providence Equity Partners III LLC, its
                                   General Partner

                              By:  /s/ Jonathan M. Nelson
                                 ----------------------------------------
                                 Name:  Jonathan M. Nelson
                                      -----------------------------------
                                 Title: Managing Director
                                       ----------------------------------


                              PROVIDENCE EQUITY OPERATING PARTNERS III L.P.
                              By:  Providence Equity GP L.P., its General
                                   Partner
                              By:  Providence Equity Partners III LLC, its
                                   General Partner

                              By:  /s/ Jonathan M. Nelson
                                 ----------------------------------------
                                 Name:  Jonathan M. Nelson
                                      -----------------------------------
                                 Title: Managing Director
                                       ----------------------------------


                   SIGNATURE PAGE TO EXCHANGE RIGHTS AGREEMENT




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