NQO AGREEMENT

            THIS  AGREEMENT,  entered  into as of the Grant Date (as  defined in
paragraph 1), by and between the Participant  and Sunshine PCS Corporation  (the
"Company").

                                WITNESSETH THAT:

            WHEREAS,  the Company  desires to grant stock  options to certain of
the non-employee  directors and officers,  and the Participant is a non-employee
Director and officer of the Company who is receiving a stock option award;

            NOW,  THEREFORE,  IT IS AGREED,  by and  between the Company and the
Participant, as follows:

1.             Terms of Award. The following terms used in this Agreement shall
have the meanings set forth in this paragraph 1:

a.                      The "Participant" is Karen E. Johnson .

b.                      The "Grant Date" is January __, 2001.

c.                      The number of "Covered Shares" shall be  180,000 shares
of Class A Common Stock determined as follows:

                         20,000                 Director Options
                         30,000                 Founding Director Options

                        130,000                 Founding CEO Options

                        180,000                 Total

d.                      The "Exercise Price" is $.75 per share.

                        Other terms used in this Agreement are defined  pursuant
to paragraph 8 or elsewhere in this Agreement.

2.                      Award and Exercise Price.  This Agreement  specifies the
terms of the option (the  "Option")  granted to the  Participant to purchase the
number of Covered Shares of Class A Common Stock at the Exercise Price per share
as set  forth in  paragraph  1. The  Option is not  intended  to  constitute  an
"incentive  stock  option"  as that term is used in the  Internal  Revenue  Code
Section 422.

                        Date of Exercise.  Option shall not be exercisable until
the earlier of (i)  January  ___,  2004,  or (ii) ten  business  days prior to a
change in control of the Class A Common Stock or the Class B Common Stock or the
sale by the  Company of all or a majority  of its  assets.  "Change of  control"
shall  have  the  same  meaning  as  in  Article  ___  of  the   Certificate  of
Incorporation of the Company as existing on the date hereof.

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            The Option may be exercised on or after the date of Termination only
as to  that  portion  of the  Covered  Shares  as to  which  it was  exercisable
immediately prior to the date of Termination.

3.                      Expiration.  The Option shall not be  exercisable  after
the  Company's  close of  business  on the last  business  day that occurs on or
before to the Expiration Date. The "Expiration  Date" shall be earliest to occur
of:

a.                            the five-year anniversary of the Grant Date;

b.                            if the Participant's Termination occurs by reason
of death, Disability or Retirement, the 180 day anniversary of the date of such
Termination; or

c.                            if a Participant's Termination occurs for any
other reason, the 90-day anniversary of the date of such Termination;

4.                      Method of Option Exercise.  Subject to the terms of this
Agreement  and the Plan,  the  Option  may be  exercised  in whole or in part by
filing a written  notice  with the  Secretary  of the  Company at its  corporate
headquarters  prior to the Company's  close of business on the last business day
that occurs on or before the  Expiration  Date.  Such notice  shall  specify the
number  of  shares  of Class A Common  Stock  which  the  Participant  elects to
purchase,  and shall be  accompanied  by payment of the purchase  price for such
shares of Class A Common Stock indicated by the  Participant's  election or such
other  arrangement  for the  satisfaction of the purchase price as the Board may
accept.  Payment shall be by cash or by check payable to the Company.  Except as
otherwise  provided by the Board  before the Option is  exercised:  (i) all or a
portion of the  Exercise  Price may be paid by the  Participant  by  delivery of
shares of Class A Common  Stock owned  unencumbered  by the  Participant  for at
least six months and  acceptable  to the Board having an  aggregate  fair market
value  (valued as of the date of  exercise)  that is equal to the amount of cash
that would otherwise be required;  and (ii) the Participant may pay the Exercise
Price by  authorizing a third party to sell shares of Class A Common Stock (or a
sufficient portion of the shares) acquired upon exercise of the Option and remit
to the  Company a  sufficient  portion  of the sale  proceeds  to pay the entire
Exercise Price and any tax withholding resulting from such exercise.  The Option
shall not be exercisable if and to the extent the Company  determines  that such
exercise would violate  applicable state or Federal securities laws or the rules
and  regulations  of any  securities  exchange on which the Stock is traded.  In
making any  determination  hereunder,  the  Company  may rely on the  opinion of
counsel for the Company.

5.                      Withholding. All deliveries and distributions under this
Agreement are subject to withholding of all applicable taxes. At the election of
the Participant, and subject to such rules and limitations as may be established
by the Board from time to time,  such  withholding  obligations may be satisfied
through the  surrender of shares of Class A Common  Stock which the  Participant
already owns, or to which the Participant is otherwise entitled.

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6.                      Transferability.  Except as  otherwise  provided in this
paragraph  7, the Option is not  transferable  other than as  designated  by the
Participant by will or by the laws of descent and  distribution,  and during the
Participant's  life,  may be exercised  only by the  Participant.  However,  the
Participant,  with the  approval of the Board,  may  transfer  the Option for no
consideration  to or for  the  benefit  of the  Participant's  Immediate  Family
(including,  without limitation, to a trust for the benefit of the Participant's
Immediate  Family or to a partnership  or limited  liability  company for one or
more members of the Participant's  Immediate Family),  subject to such limits as
the Committee may establish,  and the transferee shall remain subject to all the
terms and  conditions  applicable  to the  Option  prior to such  transfer.  The
foregoing  right to transfer  the Option  shall apply to the right to consent to
amendments to this  Agreement  and, in the  discretion of the Board,  shall also
apply to the right to transfer  ancillary rights associated with the Option. The
term "Immediate Family" shall mean the Participant's spouse, parents,  children,
stepchildren, adoptive relationships,  sisters, brothers and grandchildren (and,
for this purpose, shall also include the Participant).

7.                      Definitions.  For purposes of this Agreement,  the terms
used in this Agreement shall be subject to the following:

a.                            "Board" shall mean the Board of Directors of the
Company.

b.                            "Disability" shall mean total and permanent
disability, as defined in Section 22(e)(3) of the Code.

c.                            "Retirement"   with  respect  to  a  Participant's
Termination of  Directorship,  shall mean the failure to stand for reelection or
the failure to be reelected  after a  Participant  has  attained age  sixty-five
(65).

d.                            "Termination"   shall  mean,  with  respect  to  a
non-employee director,  that the non-employee director has ceased to be either a
director or officer of the Company for any reason.

8.                      Heirs and  Successors.  This Agreement  shall be binding
upon,  and inure to the benefit of, the Company and its  successors and assigns,
and upon any person  acquiring,  whether by merger,  consolidation,  purchase of
assets or  otherwise,  all or  substantially  all of the  Company's  assets  and
business.  If any rights exercisable by the Participant or benefits  deliverable
to the  Participant  under this  Agreement have not been exercised or delivered,
respectively,  at the time of the  Participant's  death,  such  rights  shall be
exercisable by the Designated Beneficiary,  and such benefits shall be delivered
to the  Designated  Beneficiary,  in  accordance  with  the  provisions  of this
Agreement and the Plan. The "Designated Beneficiary" shall be the beneficiary or
beneficiaries  designated  by  the  Participant  in a  writing  filed  with  the
Committee in such form and at such time as the  Committee  shall  require.  If a
deceased  Participant  fails to designate a  beneficiary,  or if the  Designated
Beneficiary  does not survive the  Participant,  any rights that would have been
exercisable by the Participant and any benefits distributable to the Participant
shall be exercised by or distributed to the legal  representative  of the estate
of the Participant.  If a deceased Participant  designates a beneficiary and the
Designated  Beneficiary  survives the

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Participant but dies before the Designated  Beneficiary's exercise of all rights
under this  Agreement  or before the  complete  distribution  of benefits to the
Designated  Beneficiary  under this  Agreement,  then any rights that would have
been exercisable by the Designated  Beneficiary  shall be exercised by the legal
representative  of the estate of the  Designated  Beneficiary,  and any benefits
distributable  to the Designated  Beneficiary  shall be distributed to the legal
representative of the estate of the Designated Beneficiary.

9.                      Administration.  The authority to manage and control the
operation and administration of this Agreement shall be vested in the Board, and
the  Board  shall  have  all  powers  with  respect  to  this   Agreement.   Any
interpretation  of the  Agreement by the Board and any decision  made by it with
respect to the  Agreement  is final and  binding on  Participants  (including  a
Designated or other Beneficiary).

10.                     Not A Directorship or Officership  Contract.  The Option
will not confer on the  Participant  any right with  respect to  continuance  of
service as a director or officer of the Company or any  Subsidiary,  nor will it
interfere  in any way with any  right  the  Company  or any  Subsidiary,  or the
shareholders of the Company or any Subsidiary, would otherwise have to terminate
or modify the terms of such  Participant's  directorship or officership or other
service at any time.

11.                     Notices.  Any  written  notices  provided  for  in  this
Agreement shall be in writing and shall be deemed  sufficiently  given if either
hand delivered or if sent by fax or overnight courier,  or by postage paid first
class mail.  Notices sent by mail shall be deemed  received  three business days
after  mailing  but in no event later than the date of actual  receipt.  Notices
shall be directed, if to the Participant, at the Participant's address indicated
by the  Company's  records,  or if to the Company,  at the  Company's  principal
executive office.

12.                     Adjustment of Option.  In the event of any change in the
capital  structure or business of the Company by reason of any stock dividend or
distribution,   stock   split  or   reverse   stock   split,   recapitalization,
reorganization,  merger,  consolidation,  split-up,  combination  or exchange of
shares,  distribution  with respect to its  outstanding  Common Stock or capital
stock other than Common Stock,  sale or transfer of all or part of its assets or
business, reclassification of its capital stock, or any similar change affecting
the  Company's  capital  structure  or  business  and the  Board  determines  an
adjustment  is  appropriate,  the  number  and kind of shares or other  property
(including  cash) to be issued upon  exercise of an  outstanding  Option and the
purchase  price  thereof as well as the number of shares  reserved for issuance,
shall be  appropriately  adjusted  consistent with such change in such manner as
the Board may deem equitable to prevent  substantial  dilution or enlargement of
the rights granted to, or available for,  Participants or as otherwise necessary
to reflect the change.  Any  determination  by the Board shall be binding on the
Participant.

                        In the event of a merger or  consolidation  in which the
Company  is not the  surviving  entity or in the event of any  transaction  that
results  in  the  acquisition  of  all or  substantially  all  of the  Company's
outstanding  Common Stock by a single  person or entity or by


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a group of persons  and/or  entities  acting in concert,  or in the event of the
sale or transfer of all or substantially all of the Company's assets (all of the
foregoing being referred to as "Acquisition Events"), then the Board may, in its
sole  discretion,  terminate  this  Option  effective  as of  the  date  of  the
Acquisition  Event,  by delivering  notice of termination to the  Participant at
least  twenty  (20) days prior to the date of  consummation  of the  Acquisition
Event, each such Participant shall have the right to exercise in full all of his
or her Options that are then  outstanding  but  contingent  on occurrence of the
Acquisition  Event,  and,  provided that, if the Acquisition Event does not take
place  within a  specified  period  after  giving  such  notice  for any  reason
whatsoever, the notice and exercise shall be null and void.

13.                     No Rights As Shareholder. The Participant shall not have
any rights of a  shareholder  with respect to the shares  subject to the Option,
until a stock certificate has been duly issued following  exercise of the Option
as provided herein.

14.                     Adjustments for Pooling-of-Interests  Accounting. If the
Company  enters into a  transaction  which is intended to be accounted for using
the pooling-of-interests method of accounting, but it is determined by the Board
that the Option or any aspect  thereof could  reasonably be expected to preclude
such  treatment,  then the Board may modify (to the minimum extent  required) or
revoke (if necessary) the Option or any of the provisions  thereof to the extent
that the Board  determines that such  modification or revocation is necessary to
enable the transaction to be subject to pooling-of-interests accounting.

15.                     Amendment.  This  Agreement  may be  amended  by written
agreement of the Participant and the Company.

16.                     Governing Law. This Agreement  shall be governed by, and
construed in accordance  with,  the laws of the State of Delaware  applicable to
contracts made and to be wholly performed therein.  Should any provision of this
Agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

17.                     Entire Agreement.  This Agreement constitutes the entire
agreement  between the parties with respect to the subject  matter  hereof,  and
supersede   all   previously   written   or  oral   negotiations,   commitments,
representations and agreements with respect thereto.



                                 Participant

                                 Sunshine PCS Corporation

                                 By: ___________________
                                 Its: