THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  SECURITIES  LAW. THIS NOTE MAY NOT BE SOLD OR  TRANSFERRED  IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS MAKER RECEIVES AN OPINION OF COUNSEL,  OR
OTHER EVIDENCE,  REASONABLY ACCEPTABLE TO IT, STATING THAT SUCH SALE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION.

                    TRANSFERABLE SUBORDINATED PROMISSORY NOTE

$_______________                    New York, NY,           _____________, 2001


            1. OBLIGATION.  For value received,  the  undersigned,  Sunshine PCS
Corporation,  a Delaware  corporation  ("Maker"),  hereby promises to pay to the
order of Lynch PCS  Corporation  A, a Delaware  corporation,  ("Payee"),  at the
address set forth  below for  notices to Payee,  or at such other place as Payee
may from time to time  designate,  the principal sum of $________  together with
interest  (calculated  on a 360-day year  consisting of 12 thirty day months) on
the unpaid  principal  of this Note,  computed  from the date  hereof  until the
stated maturity hereof at the rate per annum set forth herein.

            2. INTEREST.  The unpaid  principal  balance of this Note shall bear
interest  prior to any  default at the rate of nine  percent  (9%) and after any
default at the rate of fourteen percent (14%), in each case payable semiannually
in arrears  without  notice or demand by Payee,  commencing  on  _______,  2001.
Interest  shall  be paid  by  Maker  issuing  on each  interest  payment  date a
subordinated  promissory note with the same terms as this Note for the amount of
the interest payable on such date.

            3.  PAYMENT.  The  principal  amount of and all  accrued  and unpaid
interest on this Note shall be due and payable without notice or demand by Payee
on ___________, 20___.

            4.  USURY.  Any  provision  in this  Note or in any  other  document
executed  in  connection  herewith,  or in any other  agreement  or  commitment,
whether written or oral,  express or implied,  to the contrary  notwithstanding,
Payee shall not in any event be entitled to receive or collect, nor shall or may
amounts  received  hereunder  be  credited,  so that  Payee  shall be  paid,  as
interest,  a sum greater  than the  highest  rate of  interest  permitted  under
applicable  law. If any  construction  of this Note,  or of any and/or all other
papers, agreements or commitments, indicates a different right given to Payee or
ask for,  demand or receive  any larger  sum as  interest,  such as a mistake in
calculation or wording,  which this clause shall override and control,  it being
the intention of the parties that this Note and all other  instruments  relating
to this  Note  shall in all  things  comply  with  applicable  law,  and  proper
adjustment  shall  automatically  be made  accordingly.  In the event Payee ever
receives, collects or applies as interest, any sum in excess of the highest rate
of interest  permitted under applicable law, such excess amount shall be


<PAGE>
applied to the reduction of the unpaid  principal  balance of this Note, and, if
this Note is paid in full,  any  remaining  excess  shall be paid to  Maker.  In
determining  whether or not the  interest  paid or payable,  under any  specific
contingency,  exceeds the highest rate of interest  permitted  under  applicable
law, Payee and Maker shall,  to the maximum extent  permitted  under  applicable
law, (i)  characterize any  nonprincipal  payment as an expense,  fee or premium
rather than as interest,  (ii)  exclude  voluntary  prepayments  and the effects
thereof, and (iii) allocate and "spread" the total amount of interest throughout
the entire term of this Note so that the interest rate is uniform throughout the
entire term hereof.

            5.  SUBORDINATION.  Payment of the  principal  of this Note shall be
subordinated  to any  indebtedness  for money borrowed by Maker except for money
borrowed from an Affiliate of Maker.  "Affiliate" shall have the meaning in Rule
12-2 of the Rules of the Securities and Exchange Commission under the Securities
Exchange Act of 1934.

            6.  PREPAYMENT.  This  Note may be  prepaid  at any time  upon  five
business  days  notice to Payee,  provided  that any  Transferable  Subordinated
Promissory  Notes  of  Maker  originally  payable  to the  order  of  Lynch  PCS
Corporation A which have an earlier maturity date shall have been paid in full.

            7. MANDATORY PREPAYMENT. This Note shall be prepaid by the Maker (i)
upon a Change of Control of the Class A Common  Stock of Maker or of the Class B
Common Stock of Maker. A "Change of Control" shall have the meaning set forth in
Section 6. C. 3. b. of the Certificate of Incorporation of Maker as in effect on
the date hereof.  In addition,  this Note shall be prepaid  under the  following
circumstances:   upon  the  closing  of  the  sale  of  one  or  more   personal
communications  service  licenses  or a  portion  of a license  for  cash,  or a
non-cash sale which is subsequently  converted into or redeemed for cash,  Maker
shall  prepay  such   proportion  of  this  Note  and  the  other   Transferable
Subordinated  Promissory Notes of Maker referred to in Paragraph 6 hereof, equal
to that proportion of prepayment, covered by the sale of such licenses for cash,
or that portion of a non-cash sale  subsequently  converted into or redeemed for
cash,  compared  to the total  number of proceeds  covered by the Maker's  three
initial PCS licenses,  in each case based on the 1998 or most recent  subsequent
estimate by the United States Bureau of Census.  Therefore,  the amount of notes
to be prepaid shall be computed by dividing (i) the number of persons covered by
the cash sale or conversion or redemption  into cash by (ii) the total number of
persons covered by the three initial personal  communications  licenses owned by
the Corporation. The prepayment price shall be the principal amount of the notes
prepaid plus accrued and unpaid interest  thereon to the date of prepayment.  If
less than all of the  notes  are to be  prepaid,  the  notes  with the  earliest
maturity dates are to be redeemed first. The notes are to be redeemed before any
redemption or other payment of Preferred Stock of Maker.

            8. EVENT OF DEFAULT. If Maker fails to pay any principal or interest
on this Note and/or under any other  Transferable  Subordinated  Promissory Note
referred to in Paragraph 6, when due and payable or declared due and payable and
such default  continues for ten (10) days,  then such event shall  constitute an
"Event of Default."



                                       2
<PAGE>

            9. REMEDY.  Upon the  occurrence  and during the  continuance  of an
Event of Default,  Payee shall have all of the rights and  remedies  provided in
this Note, as well as those rights and remedies provided by applicable law, rule
or regulation.  In conjunction  with and in addition to the foregoing rights and
remedies of Payee, Payee may declare all indebtedness due under this Note and/or
any other Transferable  Subordinated Promissory Note referred to in Paragraph 6,
although otherwise  unmatured,  to be due and payable immediately without notice
or demand whatsoever.  All rights and remedies of Payee hereunder are cumulative
and may be exercised singly or concurrently. The exercise of any right or remedy
will not be a waiver of any other.

            10.  WAIVER.  Maker hereby waives demand,  presentment  for payment,
notice of dishonor,  protest,  notice of protest, and diligence in collecting or
bringing suit against any party liable hereon, and further agrees to any and all
extensions,  renewals,  modifications,  partial  payments,  and substitutions of
evidence of indebtedness before or after maturity.

            11. COSTS AND ATTORNEYS' FEES. In the event that Payee  successfully
brings legal action for the payment of any amounts owed hereunder,  Maker hereby
agrees to pay to Payee all  reasonable  expenses and costs of such legal action,
including, but not limited to, reasonable attorneys' fees incurred in connection
with any such legal action, in addition to the principal and interest then due.

            12.  NEW YORK LAW TO  APPLY.  This  note  shall be  governed  by and
construed in accordance with the internal laws of the State of New York.

            13.  NOTICE.  Any notice or demand or payment  required  to be given
hereunder  shall be in  writing  and shall be deemed to have been duly given and
received,  if given by hand or  responsible  overnight  carrier,  when a writing
containing  such notice is received by the person to whom addressed or, if given
by  mail,  seventy-two  (72)  hours  after  a  certified  or  registered  letter
containing  such notice or payment,  with postage  prepaid,  is deposited in the
United States mails, addressed to:

            Maker:                  Sunshine PCS Corporation
                                    c/o Karen E. Johnson
                                    421 Hudson Street
                                    Apartment 524
                                    New York, NY 10014

            Payee:                  Lynch PCS Corporation A
                                    401 Theodore Fremd Avenue
                                    Rye, NY 10580

            13. TERMS. For purposes of this Note, the term "Payee" shall include
any subsequent permitted holder or assigns of this Note.



                                       3
<PAGE>

            14.  SUCCESSORS  AND  ASSIGNS.  All of the  covenants,  obligations,
promises  and  agreements  contained in this Note made by Maker shall be binding
upon its successors and assigns; notwithstanding,  however, that Maker shall not
assign this Note or its performance  hereunder without the prior written consent
of Payee, which shall not be unreasonably withheld.

            15.  TRANSFERABILITY.  This Note shall be  transferable by Lynch PCS
Corporation  A at any  time,  subject  to  compliance  with  Federal  and  state
securities  laws. If there is a transfer in whole or in part of this Note, Maker
will issue  substitute Notes reflecting such transfers and will keep an accurate
record of any such transfers.

            IN WITNESS WHEREOF, the Maker has executed this Note to be effective
as of he day and year first above written.

                                          MAKER:

                                          SUNSHINE PCS CORPORATION

                                          By: _________________________
                                          Print Name: Karen E. Johnson
                                          Title: President