THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED, OR THE SECURITIES ACT OF ANY STATE (COLLECTIVELY,  THE "ACTS"). NEITHER
THIS WARRANT NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, TRANSFERRED,  PLEDGED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
WITH RESPECT  HERETO UNDER ALL OF THE  APPLICABLE  ACTS OR AN OPINION OF COUNSEL
SATISFACTORY TO SUNSHINE PCS CORPORATION (THE "COMPANY") TO THE EFFECT THAT SUCH
REGISTRATIONS ARE NOT REQUIRED.

                                     WARRANT

              To Purchase 4,300,000 Shares of Class A Common Stock

                                       Of

                            Sunshine PCS Corporation

            THIS IS TO CERTIFY THAT, for value  received,  Lynch PCS Corporation
A, a Delaware  corporation,  or permitted assigns,  is entitled to purchase from
Sunshine PCS Corporation,  a Delaware  Corporation,  at the Warrant Office, at a
purchase price per share of $0.75,  subject to adjustment as provided below (the
"Exercise Price"),  4,300,000 shares of duly authorized,  validly issued,  fully
paid and  nonassessable  shares of the Company's Class A Common Stock, par value
$0.0001  ("Class A Common  Stock"),  and is entitled  also to exercise the other
appurtenant rights,  powers and privileges  hereinafter set forth. The number of
shares of Common Stock purchasable  hereunder and the Exercise Price are subject
to adjustment in accordance with Article IV hereof.



<PAGE>
            The holders of these Warrants may transfer or exchange such Warrants
or a portion thereof in the manner specified herein.

            Certain terms used in this Warrant are defined in Article I.

                                    ARTICLE I

                                  TERMS DEFINED

            As used in this Warrant,  unless the context otherwise requires, the
following  terms have the respective  meanings set forth below or in the Section
indicated:

            ACTS -- shall  mean the  Securities  Act of 1933 and any  applicable
state securities or blue sky laws, as they may be amended from time to time, and
the rules and regulations thereunder,  all as the same shall be in effect at the
time.

            BOARD OF  DIRECTORS  -- shall  mean the  Board of  Directors  of the
Company.



                                       2
<PAGE>

            CLASS A  COMMON  STOCK -- shall  mean the  Company's  Class A Common
Stock, par value $0.0001 per share.

            COMMON  STOCK -- shall  mean  Class A Common  Stock,  Class B Common
Stock or any other common stock of the Company and its successors or assigns.

            COMPANY  --  shall  mean  Sunshine  PCS   Corporation,   a  Delaware
corporation, and its successors and assigns.

            EXERCISE  PRICE -- shall mean the purchase price per share of Common
Stock payable by the holder  hereof upon exercise of this Warrant,  as it may be
adjusted  from time to time in  accordance  with the  provisions  of  Article IV
hereof.

            OUTSTANDING -- when used with reference to Common Stock at any date,
shall mean all issued  shares of Common Stock at such date,  except  shares then
held in the treasury of the Company.

            PERSON - shall mean any individual, corporation, partnership, trust,
organization, association or other entity or individual.


                                       3
<PAGE>
            PREFERRED STOCK - shall mean the 10,000 shares of Preferred Stock of
the Company (and any securities  into which such Preferred Stock is converted or
exchanged with the Company)  initially issued to Lynch PCS corporation A and any
transferee or other successor thereto.

            SHARES - shall mean any  securities  issued or issuable  pursuant to
the exercise of this Warrant.

            SUBORDINATED NOTES - shall mean Transferable Subordinated Promissory
Notes of the Company (and any securities  into which such Notes are converted or
exchanged with the Company) in the aggregate  principal  amount of  $16,131,117,
initially  issued  to  Lynch  PCS  Corporation  A and any  transferee  or  other
successor thereto.

            WARRANT - shall mean this Warrant and any  successor or  replacement
Warrant delivered in accordance herewith.

            WARRANT OFFICE - shall have the meaning set forth in Section 3.1.



                                       4
<PAGE>

            WARRANT  SHARES - shall  mean  the  shares  of Class A Common  Stock
purchased  or  purchasable  by the  registered  holder  of this  Warrant  or the
permitted  assignees of such holder upon exercise  hereof pursuant to Article II
hereof.

                                   ARTICLE II

                               EXERCISE OF WARRANT

            2.1 TERM. This Warrant may be exercised as a whole at any time or in
part from time to time on or before 5:00 p.m.,  New York time,  on  ___________,
2006.

            2.2 METHOD OF EXERCISE.  To exercise this Warrant, the holder hereof
or  permitted  assignees  of all rights of the  registered  owner  hereof  shall
deliver to the Company,  at the Warrant  Office (a) a written notice in the form
of the Subscription Notice attached hereto, stating therein the election of such
holder or such permitted  assignees to exercise this Warrant in whole or in part
in the manner provided in the  Subscription  Notice,  (b) payment in full of the
Exercise Price (in the manner  described below) for the number of Warrant Shares
to be purchased  thereunder,  and (c) this Warrant. This Warrant shall be deemed
to be


                                       5
<PAGE>
exercised  to the extent  specified  in the  Subscription  Notice on the date of
receipt by the Company of the  Subscription  Notice,  accompanied by payment for
the Warrant Shares  subscribed for and surrender of this Warrant,  as aforesaid,
and such date is referred to herein as the "Exercise  Date." Upon such exercise,
the Company  shall issue and deliver to such holder a  certificate  for the full
number of the Warrant  Shares  purchased by such holder  hereunder,  against the
receipt by the Company of this  Warrant  and the total  Exercise  Price  payable
hereunder for all such Warrant  Shares,  in  accordance  with Section 2.4 below.
Upon any partial exercise of this Warrant, the Company shall forthwith issue and
deliver  to or upon the order of the  exercising  holder a new  Warrant  of like
tenor, in the name of the holder thereof, or as such holder may request, calling
in the aggregate on the face or faces  thereof for the number of Warrant  Shares
equal to the  number  of such  shares  called  for on the  face of the  original
Warrant  minus  the  number  of such  shares  designated  by the  holder  in the
Subscription  Notice.  The person in whose name the  certificate(s)  for Class A
Common  Stock is to be issued  shall be deemed to have become a holder of record
of such Class A Common Stock on the Exercise Date.



                                       6
<PAGE>

            2.3 FRACTIONAL  SHARES.  No fractional shares of Common Stock are to
be issued upon the  exercise  of this  Warrant,  but in lieu of such  fractional
share,  the Company  shall make a cash payment  therefore  equal to the Exercise
Price then in effect multiplied by such fractional share.

            2.4 PAYMENT OF EXERCISE  PRICE.  Upon exercise of this Warrant,  the
Exercise  Price then in effect shall be payable,  at the holder's  election,  by
delivering to the Company,  in accordance  with this Article II, a bank check or
wire  transfer of good funds in an amount  equal to the  Exercise  Price then in
effect  multiplied  by the number of Warrant  Shares with  respect to which this
Warrant is then being  exercised.  In  addition,  the  Exercise  Price  shall be
payable,  at the  holder's  election,  by  surrendering  Preferred  stock and/or
Subordinated   Notes.   When  exercising   warrants  through  the  surrender  of
Subordinated  Notes,  credit will only be given for the  principal of the Notes,
and not for any accrued interest.  When surrendering Preferred Stock to exercise
warrants,  credit will be given for the  Preferred  Stock's  liquidation  value,
which is $1,000 per share, and for accrued but unpaid dividends on the Preferred
Stock through the payment date next preceding the Exercise.



                                       7
<PAGE>
                                   ARTICLE III

                            WARRANT OFFICE; TRANSFER

            3.1 WARRANT OFFICE. The Company shall maintain an office for certain
purposes specified herein (the "Warrant  Office"),  which office shall initially
be the Company's  office at c/o Karen E. Johnson,  421 Hudson Street,  #524, New
York,  NY 10014 and may  subsequently  be such other office of the Company or of
any transfer  agent of the Common Stock in the  continental  United States as to
which written  notice has  previously  been given to the holder of this Warrant.
The Company shall maintain,  at the Warrant Office,  a register for the Warrant,
in which the  Company  shall  record the name and address of the person in whose
name this  Warrant  has been  issued,  as well as the name and  address  of each
permitted assignee of the registered owner hereof.

            3.2 OWNERSHIP OF WARRANT.  The Company may deem and treat the person
in whose  name this  Warrant  is  registered  as the  holder  and  owner  hereof
(notwithstanding  any  notations of


                                       8
<PAGE>
ownership  or writing  hereon  made by anyone  other than the  Company)  for all
purposes  and  shall  not be  affected  by any  notice  to the  contrary,  until
presentation  of this Warrant for  registration  of transfer as provided in this
Article III.

            3.4  RESTRICTIONS  ON TRANSFER OF WARRANTS AND WARRANT  SHARES.  The
Company agrees to maintain at the Warrant Office books for the  registration and
transfer of this Warrant. Subject to the restrictions on transfer of Warrants in
this Section 3.4, the Company, from time to time, shall register the transfer of
this Warrant in such books upon  surrender of this Warrant at the Warrant Office
properly  endorsed or  accompanied  by  appropriate  instruments of transfer and
written  instructions  for transfer  satisfactory to the Company.  Upon any such
transfer,  a new Warrant shall be issued to the transferee  and the  surrendered
Warrant  shall be cancelled by the Company.  The Company shall pay all expenses,
taxes  (other than  transfer or income  taxes  incurred by the holder) and other
charges  payable in  connection  with the transfer of Warrants  pursuant to this
Section 3.4.

                                       9
<PAGE>

                        (a) RESTRICTIONS IN GENERAL. Neither the Warrant nor the
Warrant Shares shall be  transferable  except upon the  conditions  specified in
this Section 3.4, which conditions are intended,  among other things,  to insure
compliance  with  the  provisions  of the Acts in  respect  of the  exercise  or
transfer of this Warrant or transfer of Warrant Shares. The registered holder of
this  Warrant  agrees that it will  neither  transfer  this Warrant nor transfer
Warrant Shares before delivery to the Company of the opinion of counsel referred
to in, and to the effect  described in, clause (1) of Section  3.4(b),  or until
registration  of this  Warrant or the Warrant  Shares under the Acts have become
effective.

                        (b) OPINION OF COUNSEL.  The  registered  holder of this
Warrant,  by its  acceptance  hereof,  agrees that prior to any transfer of this
Warrant or any transfer of the related Warrant  Shares,  the holder will deliver
to the Company a statement  setting  forth  either the holder's  intention  with
respect to the  disposition  of any  Warrant  Shares,  or the  intention  of the
holder's prospective  transferee with respect to its acquisition of this Warrant
or of the Warrant  Shares  (whichever is involved in such  transfer),  in either
such case,  together with a signed copy


                                       10
<PAGE>
of the  opinion  of  the  holder's  counsel,  such  opinion  and  counsel  to be
reasonably  acceptable to the Company,  as to the necessity or non-necessity for
registration  under the Acts in connection  with such exercise or such transfer.
The following provisions shall then apply:

                        (i) If, in the  opinion  of the  holder's  counsel,  the
proposed  transfer of this  Warrant or the  proposed  transfer  of such  Warrant
Shares may be effected  without  registration  under the Acts of this Warrant or
such  Warrant  Shares,  as the case may be, then the  registered  holder of this
Warrant  shall be entitled to transfer  this Warrant or such  Warrant  Shares in
accordance  with the  statement  of  intention  delivered  by the  holder to the
Company.

                        (ii) If, in the  opinion  of such  counsel,  either  the
proposed  transfer of this  Warrant or the  proposed  transfer  of such  Warrant
Shares may not be effected without  registration  under the Acts of this Warrant
or such  Warrant  Shares,  as the case may be,  the  registered  holder  of this
Warrant shall not be entitled to transfer  this Warrant or such Warrant  Shares,
as the case may be, until such registration is effected.



                                       11
<PAGE>

                        (c) TERMINATION OF  RESTRICTIONS.  If, in the opinion of
counsel to the holder of this Warrant,  a copy of which shall be furnished,  and
reasonably  acceptable,  to the Company,  this Warrant may be freely transferred
pursuant to the provisions of Rule 144(k)  promulgated  under the Securities Act
of  1933,  as  amended,  or  other  applicable   provisions  of  the  Acts,  the
restrictions  set forth in this Section 3.4 shall terminate and, upon request by
the holder,  the Company shall cause the restrictive  legends on the face hereof
to be removed.

            3.5  ACKNOWLEDGEMENT OF RIGHTS. The Company will, at the time of any
exercise of this Warrant in accordance  with the terms hereof,  upon the request
of  the  registered  holder  hereof,   acknowledge  in  writing  its  continuing
obligation to afford to such holder any rights (including,  without  limitation,
any right to  registration of the Warrant Shares pursuant to Section 6.5 hereof)
to which such  holder  shall  continue  to be  entitled  after such  exercise in
accordance  with the provisions of this Warrant,  provided that if the holder of
this Warrant shall fail to make any such request,  such failure shall not affect
the  continuing  obligation  of the  Company  to afford to such  holder any such
rights.



                                       12
<PAGE>
            3.6  EXPENSES  OF DELIVERY OF  WARRANTS.  The Company  shall pay all
expenses, taxes (other than transfer or income taxes incurred by the holder) and
other charges payable in connection with the preparation,  issuance and delivery
of Warrants and related Warrant Shares hereunder.

                                   ARTICLE IV

                            ANTI-DILUTION PROVISIONS

4.1  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF WARRANT  SHARES.  The Exercise
Price  shall be  subject to  adjustment  from time to time as  provided  in this
Article IV. Upon each  adjustment  of the  Exercise  Price,  except  pursuant to
Section  4.1(a)(iii),  4.1(a)(iv)  and 4.1(a)(v),  the registered  holder hereof
shall thereafter be entitled to purchase,  upon exercise hereof, at the Exercise
Price  resulting  from such  adjustment,  the  number of shares of Common  Stock
(calculated to the nearest whole shares pursuant to Section 4.1(a)(i))  obtained
by multiplying the Exercise Price in effect immediately prior to such adjustment
by the number of shares of Common Stock purchasable  pursuant hereto immediately
prior to such


                                       13
<PAGE>
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

                        (a) EXERCISE PRICE ADJUSTMENTS. The Exercise Price shall
be subject to adjustment from time to time as follows:

                                    (i) STOCK DIVIDENDS. If the number of shares
of  Common  Stock  outstanding  at any time  after the date of this  Warrant  is
increased  by a stock  dividend  payable  in  shares  of  Common  Stock  or by a
subdivision or split-up of shares of Common Stock,  then  immediately  after the
record date fixed for the  determination  of holders of Common Stock entitled to
receive  such  stock  dividend  or the  effective  date of such  subdivision  or
split-up, as the case may be, the Exercise Price shall be appropriately adjusted
so that the adjusted Exercise Price shall bear the same relation to the Exercise
Price in effect  immediately  prior to such  adjustment  as the total  number of
shares of Common Stock  outstanding  immediately prior to such action shall bear
to the total number of shares of Common Stock outstanding immediately after such
action.



                                       14
<PAGE>

                                    (ii)  COMBINATION OF STOCK. If the number of
shares of Common  Stock  outstanding  at any time after the date of  issuance of
this Warrant is decreased by a combination of the  outstanding  shares of Common
Stock,  then,  immediately  after the effective  date of such  combination,  the
Exercise  Price shall be  appropriately  adjusted so that the adjusted  Exercise
Price shall bear the same relation to the Exercise  Price in effect  immediately
prior  to such  adjustment  as the  total  number  of  shares  of  Common  Stock
outstanding  immediately  prior to such action shall bear to the total number of
shares of Common Stock outstanding immediately after such action.

                                    (iii)  REORGANIZATIONS,  ETC. In case of any
capital reorganization of the Company involving, or any reclassification of, the
Common Stock, or in case of the  consolidation of the Company with or the merger
of the Company with any other Person or of the sale,  lease or other transfer of
all or substantially all of the assets of the Company to any other Person,  this
Warrant   shall,   after   such   capital   reorganization,    reclassification,
consolidation,  merger,  sale,  lease or other transfer,  be exercisable for the
number of shares of stock or other  securities  or  property to which the Common
Stock  issuable


                                       15
<PAGE>
(at the time of such capital  reorganization,  reclassification,  consolidation,
merger,  sale, lease or other transfer) upon exercise of this Warrant would have
been  entitled to receive  upon such capital  reorganization,  reclassification,
consolidation,  merger, sale, lease or other transfer if such exercise had taken
place; and in any such case, if necessary,  the provisions set forth herein with
respect to the rights and  interests  thereafter  of the holder of this  Warrant
shall  be  appropriately  adjusted  so as to be  applicable,  as  nearly  as may
reasonably be, to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant.  The  subdivision or combination of
shares of Common  Stock  issuable  upon  exercise  of this  Warrant  at any time
outstanding  into a greater or lesser number of shares of Common Stock  (whether
with or without par value) shall not be deemed to be a  reclassification  of the
Common Stock of the Company for the purposes of this clause (iii).

                        (iv) ISSUANCE OF STOCK. If at any time after the date of
issuance of this Warrant,  the Company  issues Common Stock at a purchase  price
per share which is lower than the  Exercise  Price of this  Warrant or grants or
issues securities  (including  options and warrants)  convertible or


                                       16
<PAGE>
exercisable  into Common Stock which have an exercise or conversion  price which
is lower than the  Exercise  Price of this  Warrant the  Exercise  Price of this
Warrant will be adjusted so that it will equal the purchase  price of the Common
Stock  which  has  been  issued  or the  conversion  or  exercise  price  of the
securities convertible or exercisable into Common Stock.

                        (v) DIVIDENDS. If at any time after the date of issuance
of this Warrant the Company declares or makes any dividend or other distribution
on its Common  Stock  (other  than as  provided  in this  Section  4.1(a)),  the
Exercise  Price shall be reduced by the amount of the dividend or  distribution.
Any non-cash  dividend or distribution  shall be valued at the fair market value
thereof.

                        (vi) ROUNDING OF CALCULATIONS;  MINIMUM ADJUST-MENT. All
calculations  under this Section  4.1(a) shall be made to the nearest cent or to
the whole share  without  regard to  fractional  shares (as  provided in Section
2.3),  as the case may be. Any  provision  of this  Section 4.1 to the  contrary
notwithstanding, no adjustment in the Exercise Price shall be made if the amount
of such  adjustment  would be less  than  $0.01,  but any such  amount  shall be
carried


                                       17
<PAGE>
forward and an adjustment  with respect thereto shall be made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate $0.01 or more.

                        (vii) TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON
CERTAIN  ADJUSTMENTS.  In any  case in  which  the  provisions  of this  Section
4.1(a)(vii) shall require that an adjustment shall become effective  immediately
after a record date for an event,  the Company may defer until the occurrence of
such event the additional  shares of Common Stock or other property  issuable or
deliverable  upon  exercise by reason of the  adjustment  required by such event
over and  above  the  shares  of  Common  Stock or other  property  issuable  or
deliverable  upon  such  exercise  before  giving  effect  to  such  adjustment;
PROVIDED,  HOWEVER, that the Company upon request shall deliver to such holder a
due bill or other  appropriate  instrument  evidencing  such  holder's  right to
receive  such  additional  shares or other  property,  and such  cash,  upon the
occurrence of the event requiring such adjustment.



                                       18
<PAGE>

                 (b)  STATEMENT  REGARDING  ADJUSTMENTS.  Whenever  the Exercise
Price  shall be  adjusted as  provided  in Section  4.1(a),  the  Company  shall
forthwith  file at the Warrant  Office a  statement  showing in detail the facts
requiring  such  adjustment  and the  Exercise  Price  and new  number of shares
issuable  that shall be in effect after such  adjustment,  and the company shall
also cause a copy of such  statement to be given to the holder of this  Warrant.
Each  such  statement  shall be  signed  by the  Company's  chief  financial  or
accounting officer. Where appropriate, such copy may be given in advance and may
be included as part of a notice  required to be mailed under the  provisions  of
Section 4.2.

            4.2         NOTICE TO HOLDERS.

            (a) In the event the Company shall propose to take any action of the
type described in Section 4.1(a), the Company shall give notice to the holder of
this Warrant, in the manner set forth in Section 6.6, which notice shall specify
the record date,  if any,  with  respect to any such action and the  approximate
date on which such  action is to take place.  Such  notice  shall also set forth
such facts with respect thereto as shall be reasonably necessary to


                                       19
<PAGE>
indicate  the effect of such  action (to the extent  such effect may be known at
the date of such notice) on the Exercise Price and the number,  kind or class of
shares or other  securities or property which shall be deliverable upon exercise
of this  Warrant.  In the case of any action that would  require the fixing of a
record  date,  such notice  shall be given at least 10 days prior to the date so
fixed,  and in case of all other action,  such notice shall be given at least 15
days prior to the taking of such proposed action.

            (b) OTHER NOTICES.  Notwithstanding  the foregoing,  in the event at
any time:

                        (i) the Company shall declare any cash dividend upon its
Common Stock;

                        (ii) the Company  shall  declare any  dividend  upon its
Common Stock payable in stock or make any special dividend or other distribution
(other than regular cash dividends) to the holders of its Common Stock;

                        (iii) the Company shall offer for  subscription pro rata
to the holders of its Common Stock any  additional  shares of stock of any class
or other rights;



                                       20
<PAGE>

                        (iv)  there  shall  be any  capital  reorganization,  or
reclassification of the capital stock of the Company, or consolidation or merger
of the  Company  with,  or sale of all or  substantially  all of its  assets to,
another Person; or,

                        (v)  there   shall  be  a   voluntary   or   involuntary
dissolution,  liquidation or winding up of the Company;

then,  in any one or more of such cases,  the Company shall give, by first class
mail, postage prepaid, addressed to the holder of this Warrant at the address of
such  holder as shown on the books of the  Company,  (1) at least 10 days  prior
written  notice of the date on which the books of the  Company  shall close or a
record shall be taken for such dividend,  distribution or subscription rights or
for  determining  rights  to  vote  in  respect  of  any  such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or



                                       21
<PAGE>

winding up, and (2) in the event of any such  reorganization,  reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at least 15
days,  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause (1) shall also specify,  in the
case of any such dividend, distribution or subscription rights the date on which
the holders of Common Stock shall be entitled to exchange their Common Stock for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding up, as the case may be.

            (c) If any event  occurs as to which in the  opinion of the Board of
Directors the other provisions of this Article IV are not strictly applicable or
if  strictly  applicable  would not fairly  protect the  purchase  rights of the
holders of the Warrants in accordance  with the essential  intent and principles
of such provisions,  then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such purchase rights provided
for  herein,  but in no event  shall  any such  adjustment  have the  effect  of
increasing the Exercise Price as otherwise  determined  pursuant to this Article
IV, except in the event of a combination of shares of the type  contemplated  in
Section  4.1(a) and then in no event to an


                                       22
<PAGE>
amount larger than the Exercise Price as adjusted pursuant to Subsection 4.1(a).

            4.3. COSTS. The Company shall pay all documentary,  stamp,  transfer
or other  transactional taxes attributable to the issuance or delivery of shares
of Common  Stock upon  exercise of this  Warrant;  PROVIDED,  HOWEVER,  that the
Company  shall not be  required to pay any taxes which may be payable in respect
of any transfer involved in the issuance or delivery of any certificate for such
shares in a name  other  than that of the  holder of this  Warrant in respect of
which such shares are being issued.

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

            5.1 DILUTION OR  IMPAIRMENTS.  The Company will not, by amendment of
its  Certificate of  Incorporation  or through any  reorganization,  transfer of
assets, consolidation,  merger, dissolution,  issue or sale of securities or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms of this Warrant,  but will at all times in good faith assist in
the


                                       23
<PAGE>
carrying  out  of  all  such  terms.  Without  limiting  the  generality  of the
foregoing, the Company:

                        (a) shall at all times  reserve and keep  available,  so
long as this Warrant  remains  outstanding,  free from  preemptive  rights,  the
number of shares of Common  Stock equal to the number of shares of Common  Stock
to be issued upon the exercise of all of the Warrants issued and outstanding

                        (b) will  take all such  action as may be  necessary  or
appropriate  in order that the Company may validly and legally  issue fully paid
and nonassessable  shares of Common Stock upon the exercise of this Warrant from
time to time outstanding.

                                   ARTICLE VI

                                  REGISTRATION

            6.1 (a) PIGGYBACK. (i) If, at any time, the Company proposes to file
a  registration  statement  relating to any of its common  stock under the Acts,
other than (i) a registration statement provided for by Section 6.2(a)


                                       24
<PAGE>
hereof or (ii) a registration  statement solely to implement an employee benefit
plan or a transaction  to which Rule 145 or any other similar rule of the SEC is
applicable,  the Company will  promptly,  but in any event not less than 30 days
before the initial filing of such registration statement, deliver written notice
of such  intention to the holders of the Warrants and the Shares,  setting forth
the type of  securities  proposed  to be  registered,  the  intended  method  of
disposition,  the maximum proposed offering price,  commissions and discounts in
connection therewith and other relevant information. If the holders of Shares so
request within 20 days after such notification, the Company hereby agrees to use
its best  efforts to register the Shares or any part hereof by inclusion in such
registration statement so that such Shares may be sold at such times and in such
manner as the holder thereof shall determine.

                        (ii)  If  any  Shares  are  included  in a  registration
statement filed in connection with a firm  commitment  underwriting,  the holder
thereof  agrees  to  sell  its  Shares  to  the  underwriters   pursuant  to  an
underwriting  agreement  in form  acceptable  to the  Company  and the  managing
underwriters named therein.



                                       25
<PAGE>

            6.2 (a) DEMAND.  Upon the  request of any Person or Persons  holding
(or having the right to acquire by virtue of holding Warrants) a majority of the
Shares, the Company agrees to use its best efforts promptly to file and cause to
become effective an appropriate registration or similar statement under the Acts
covering such number of Shares as such holders shall request and to register the
sale of such  Shares so that such  Shares  may be sold at such times and in such
manner as the holder  thereof  shall  determine.  Nothing  contained  in Section
6.2(a)  shall  obligate the Company to file and cause to become  effective  more
than one  registration  statement.  Furthermore,  the Company may postpone for a
reasonable  period  of time,  but not to  exceed  120  days,  the  filing of any
registration  statement  required  under Section  6.2(a) if the Company has good
business reasons for such postponement.

            6.3 (a) LIMITATION ON OBLIGATION.  The Company shall not be required
by this  Article  VI to  register  Shares  under  the  Acts or under  any  state
securities  law if, in the  opinion of counsel for both the holder of the Shares
and the  Company or should  they not agree,  in the  opinion of another  counsel
experienced in securities  law matters  agreeable to counsel for the holders and
for the  Company),


                                       26
<PAGE>

the proposed  public  offering or transfer of the number of Shares,  as to which
registration  is requested,  is exempt from the  registration  provisions of the
Acts and the securities laws of the states in which the Shares are to be sold or
transferred  or all of the Shares  that the  holder  desires to sell may be sold
pursuant to Rule 144 without the registration under the Acts.

            6.4 (a) COSTS AND  EXPENSES.  All costs and  expenses in  connection
with the registration of any Shares under this Article VI, including federal and
state registration and filing fees,  printing expenses (including such number of
any preliminary and the final prospectus as may be reasonably requested) and the
fees and  disbursements  of counsel  and of  independent  accountants  and other
experts of the Company shall be borne by the Company;  provided,  however,  that
the Company shall not be obligated to pay fees and  disbursements of counsel for
the holders of the Shares nor any underwriting commissions or discounts relating
to the Shares.

            6.5 CERTAIN  OBLIGATIONS  OF THE  COMPANY.  In  connection  with any
registration filings effected under Section 6.1 or 6.2 hereof, the Company will:



                                       27
<PAGE>

                        (a) PREPARATION AND FILING.  Promptly prepare,  file and
use its best efforts to cause to become effective the registration statement and
such amendments and supplements to the registration statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep  the  registration
statement  effective for a period of 180 days and to comply with the  provisions
of the Acts and applicable state securities laws with respect to the disposition
of the Shares covered by the registration statement;

                        (b) PROVIDE PROSPECTUS. Furnish to such selling security
holder  such  reasonable  number  of  copies of the  prospectus,  including  the
preliminary prospectus, in conformity with the requirements of the Acts, as such
selling  security  holder  may  reasonably  request in order to  facilitate  the
disposition of the Shares;

                        (c)  BLUE  SKY.  Use its best  efforts  to  register  or
qualify  the  securities  covered  by  the  registration   statement  under  the
securities  or "blue sky" laws of such  jurisdiction  as such selling  holder of
Shares shall reasonably request, and accomplish any and all other acts


                                       28
<PAGE>
which may be reasonably  necessary or advisable to enable such selling holder of
Shares to  consummate  the  disposition  in such  jurisdictions  of the  Shares;
provided,  however,  that the  Company  shall not be  required  to  qualify as a
foreign  corporation in any such  jurisdictions  or escrow shares of its capital
stock.

            6.6 OBLIGATIONS OF HOLDERS AND OTHERS IN A REGISTRATION.  Any holder
of Shares  included  in any  registration  agrees to  furnish  such  information
regarding such person and the securities  sought to be registered as the Company
may reasonably  request in connection with the  registration,  qualification  or
compliance.  If the  registration  involves an underwriter,  such holders shall,
upon the request of such  underwriter,  not sell any unregistered  securities of
the  Company  for  such  period  of time  following  the  effective  date of the
registration  statement  for such  offering as the  underwriter  may  reasonably
request.

            6.7 INDEMNIFICATION. (a) THE COMPANY. The Company will indemnify and
hold  harmless  each holder of Shares  requesting  or joining in a  registration
statement  hereunder  and each other  person,  if any, who Controls  such


                                       29
<PAGE>

holder within the meaning of the Acts, against any such losses,  claims, damages
or liabilities (or actions in respect thereto),  joint or several, to which such
holder or Controlling Person may become subject under the Acts, or otherwise, as
a result of failure to comply with the Acts by reason of any  omission  from the
registration  statement of any 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,  or by  reason  of the fact  that  such
registration  statement  contains any untrue statement of a material fact, or by
reason of any  omission  from any  prospectus  furnished  to such  holder of any
material fact necessary to be stated therein in order to make statements therein
in the light of the circumstances under which they were made not misleading,  or
by reason of the fact that such prospectus  contained any untrue  statement of a
material  fact,  unless such statement or omission was made in reliance upon and
in conformity with written information furnished to the Company by such holder.

            (b)  THE  HOLDERS.  By  requesting  Shares  to  be  covered  by  any
registration  statement  in  accordance  with this  Article VI, each such holder
agrees to indemnify and hold


                                       30
<PAGE>

harmless  the  Company,  each of its  directors,  each of its  officers who have
signed the  registration  statement,  and each person,  if any, who Controls the
Company within the meaning of the Acts, and each underwriter who participated in
the  offering  of  such  securities  against  any  losses,  claims,  damages  or
liabilities  (or  actions in respect  thereto)  to which the Company or any such
director, officer or Controlling Person or underwriter may become subject, under
the Acts, or otherwise,  insofar as such losses,  claims, damages or liabilities
(or  actions  in  respect  thereof)  arise out of or are based  upon any  untrue
statement  of any material  fact  contained  in such  registration  statement or
prospectus  contained therein,  or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein in light of the circumstance  under which they were made not misleading,
in each case to the extent,  but only to the extent,  that such untrue statement
or alleged  untrue  statement  or omission or alleged  omission was made in such
registration  statement,  or prospectus,  or amendment or supplement in reliance
upon and in conformity with written information  furnished to the


                                       31
<PAGE>
Company by the holder specifically for use in the preparation thereof.

                        (c) PARTICIPATION BY INDEMNIFYING  PARTY. In case of any
such  action is brought  against  any  indemnified  party,  and it  notifies  an
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other indemnifying party similarly notified,  to assume the defense thereof,
with counsel to whose  employment such  indemnified  party has consented  (which
consent  shall  not  be  unreasonably  withheld);  and  after  notice  from  the
indemnifying  party to such  indemnified  party of its  election  to assume  the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party  under  this  Article  VI for any  legal  or other  expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof other
than reasonable costs of investigation; provided, however, that such indemnified
party shall, at all times, cooperate in the defense of the indemnified party.



                                       32
<PAGE>

            6.8 ASSIGNABLE  REGISTRATION  RIGHTS. The registration  rights under
this  Article VI shall  inure to the  benefit of the  successive  holders of the
Warrants and the Shares.

            6.9 SALE WITHOUT REGISTRATION.  If, at the time of any sale or other
transfer (other than a transfer not involving change in beneficial ownership) of
the Warrants or the Shares and the  Warrants or Shares are not to be  registered
under the Acts, the Company may require, as a condition of allowing such sale or
transfer,  that the holder or transferee of the Warrants or Shares,  as the case
may be, for investment and not with a view to the distribution thereof; provided
that nothing  contained  in this Section 6.9 relieve the Company from  complying
with any request for registration,  qualification or compliance made pursuant to
this Article VI.

            6.10  HOLDERS'  COMPLIANCE  WITH  SECURITIES  LAWS.  The  holder  or
transferee of the Warrants or the Shares shall, at all times, cooperate with the
Company and its legal  counsel in the  preparation,  execution and filing of all
reports,  forms and proxy solicitation material which the Company must file with
the commission and with applicable securities regulatory bodies.


                                       33
<PAGE>
                                   ARTICLE VII

                                  MISCELLANEOUS

            7.1  ENTIRE  AGREEMENT.   This  Warrant,  along  with  the  Purchase
Agreement,  contains  the entire  agreement  between  the holder  hereof and the
Company with respect to the Warrant Shares  purchasable upon exercise hereof and
the related  transactions and supersedes all prior arrangements or understanding
with respect thereto.

            7.2 GOVERNING LAW. This Warrant shall be interpreted,  construed and
governed by the laws of the State of Delaware.

            7.3. WAIVER AND AMENDMENT. Any term or provision of this Warrant may
be waived at any time by the party which is entitled  to the  benefits  thereof,
and any term or provision of this Warrant may be amended or  supplemented at any
time by  agreement  of a majority of the holders of  Warrants  and the  Company,
except  that  any  waiver  of  any  term  or  condition,  or  any  amendment  or
supplementation,  of this  Warrant  must be in  writing.  No course  of  dealing


                                       34
<PAGE>

between the holder  hereof and any other party hereto or any failure or delay on
the part of the holder  hereof in  exercising  any rights or remedies  hereunder
shall  operate as a waiver of any rights or remedies of the holder under this or
any other applicable instrument.  No single or partial exercise of any rights or
remedies  hereunder  shall  operate as a waiver or preclude  the exercise of any
other  rights or  remedies  hereunder,  and a waiver of any breach or failure to
enforce  any of the terms or  conditions  of this  Warrant  shall not in any way
affect,  limit or waive a party's rights hereunder at any time to enforce strict
compliance thereafter with every term or condition of this Warrant.

            7.4 SEVERABILITY.  Any provision  contained in this Warrant which is
prohibited or  unenforceable  by law shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
contained in this Warrant.

            7.5 COPY OF WARRANT. A copy of this Warrant shall be filed among the
records of the Company.



                                       35
<PAGE>

            7.6  NOTICES.  Any notices or  communications  under this  Agreement
shall be given by any of the following means: (i) registered, certified or first
class mail;  (ii) hand  delivery;  or (iii) telex,  telecopy or  telegram.  Such
notice or communication  shall be sent to the respective  parties at the address
listed below.  Except as expressly  provided  herein,  notice shall be deemed to
have been given  when sent to or  refused  by the party to whom  notice is being
given.  Notice  given by first class mail shall be deemed  received on the third
business day following the date on which it is mailed.  Communication  by telex,
telecopy  or  telegram  shall  be  confirmed  by  posting  a copy of the same by
registered,  certified or first class mail in an envelope properly  addressed to
the respective parties at the address listed below:

            If to the Company:      Sunshine PCS Corporation
                                    C/o 421 Hudson Street
                                    Apartment 524
                                    New York, NY 10014
                                    Telecopy No. 212/422-0069

            If to holder hereof:    Lynch PCS Corporation A
                                    401 Theodore Fremd Avenue
                                    Rye, NY 10580
                                    Telecopy No. 914/921-6410



                                       36
<PAGE>

Any party may, be written notice to the others, change the representative or the
address to which such notices and communications are to be sent.

            7.7 LIMITATION OF LIABILITY; NOT SHAREHOLDERS.  No provision of this
Warrant  shall be construed as  conferring  upon the holder  hereof the right to
vote,  consent,  receive  dividends  or  receive  notices  other  than as herein
expressly  provided in respect of meetings of  shareholders  for the election of
directors of the Company or any other matter  whatsoever as a shareholder of the
Company. No provision hereof, In the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the holder  hereof,  shall give rise to any liability of
such  holder  for the  purchase  price of any  shares  of  Common  Stock or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

            7.8  EXCHANGE  OF  WARRANTS.  Subject to Section  3.4  hereof,  upon
surrender  for  exchange  of this  Warrant to the


                                       37
<PAGE>
Company,  the Company at its expense will promptly  issue and deliver to or upon
the order of the holder  hereof a new  Warrant of like  tenor,  in the name such
holder or as such holder may direct,  calling in the  aggregate for the purchase
of the number of shares of the Common  Stock to be issued  upon the  exercise of
this  Warrant  so  surrendered.  The  Company  shall pay all taxes  (other  than
securities  transfer  taxes)  and all other  expenses  and  charges  payable  in
connection with the preparation,  execution and delivery of Warrants pursuant to
this Section 7.8.

            7.9 REPLACEMENT OF WARRANT. Upon receipt of evidence satisfactory to
the Company of the loss, theft,  mutilation or destruction of this Warrant,  and
in the case of any such loss, theft or destruction upon delivery of an agreement
of indemnity in such form and amount as shall be reasonably  satisfactory to the
Company,  or in the event of such mutilation upon surrender and  cancellation of
this Warrant,  the Company will make and deliver a new Warrant of like tenor, in
the name of the holder hereof, lieu of such lost, stolen, destroyed or mutilated
Warrant.  This  Warrant  shall be promptly  cancelled  by the  Company  upon the
surrender  hereof in connection  with any exchange or  replacement.  The Company
shall pay all taxes other than securities transfer


                                       38
<PAGE>
taxes)  and all other  expenses  and  charges  payable  in  connection  with the
preparation, execution and delivery of Warrants pursuant to this Section 7.9.

            6.10 HEADINGS. The Article and Section and other headings herein are
for  convenience  only and are not part of this Warrant and shall not affect the
interpretation thereof.

            IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be
executed as of the ___ day of _______, 2001.

                                       SUNSHINE PCS CORPORATION


                                       By: _____________________________
                                           Karen E. Johnson
                                           President

(CORPORATE SEAL)

Attest:



---------------------------
Robert E. Dolan
Assistant Secretary


                                       39
<PAGE>

                               SUBSCRIPTION NOTICE

            The undersigned,  the holder of the foregoing Warrant, hereby elects
to exercise  purchase  rights  represented  by said Warrant for, and to purchase
thereunder, _____________ shares of the Common Stock covered by said Warrant and
herewith  makes  payment in full  thereof  or  pursuant  to Section  2.1 of such
Warrant,  and requests (a) that certificates for such shares (and any securities
or other  property  issuable  upon such  exercise) be issued in the name of, and
delivered to, ____________________________________, and (b) if such shares shall
not include all of the shares  issuable as provided in said Warrant,  that a new
Warrant of like tenor and date, in the name of the undersigned,  for the balance
of the shares issuable thereunder be delivered to the undersigned.

                                      ------------------------
                                      Dated: ___________, 20__



                                       40
<PAGE>
                                   ASSIGNMENT

            For value  received,  ______________________________,  hereby sells,
assigns and transfers unto __________________ the within Warrant,  together with
all right, title and interest therein and does hereby irrevocably constitute and
appoint  attorney,  to transfer  said Warrant on the books of the Company,  with
full power of substitution.

                                      -----------------------------
Dated: ____________, 20__