EXHIBIT 10.46


                                  PRIVATE LABEL

                             PCS SERVICES AGREEMENT

                                     BETWEEN

                              SPRINT SPECTRUM L.P.

                                       AND

                             SMARTSERV ONLINE, INC.


                  Sprint Confidential Information - RESTRICTED

<PAGE>

                      PRIVATE LABEL PCS SERVICES AGREEMENT

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S><C>   <C>                                                                                    <C>
1.       Definitions..............................................................................4

2.       Purchaser Relationship...................................................................7
   2.1.           General.........................................................................7
   2.2.           Pricing Severability............................................................7

3.       Sprint Term..............................................................................7
   3.1.           General.........................................................................7
   3.2.           Phase-Out Period................................................................7

4.       Conditions Precedent.....................................................................8

5.       Representations and Warranties...........................................................8
   5.1.           Due Incorporation or Formation; Authorization of Agreements.....................8
   5.2.           No Conflict; No Default.........................................................8
   5.3.           Litigation......................................................................8

6.       Scope of PCS Service.....................................................................8
   6.1.           PCS Service.....................................................................8
   6.2.           Limitation on Scope of PCS Service..............................................9
   6.3.           Sprint Handset Handling Services...............................................11
   6.4.           Coverage Maps..................................................................11
   6.5.           MDN Pooling....................................................................11
   6.6.           Billing Records................................................................12
   6.7.           Private Label Operations Manual................................................12
   6.8.           Customized Services............................................................12

7.       Prices and Terms of Payment.............................................................12
   7.1.           Payment of Charges.............................................................12
   7.2.           Invoices.......................................................................12
   7.3.           Late Payments..................................................................13
   7.4.           Disputed Charges...............................................................13
   7.5.           Taxes and Other Levies by Governmental Authorities.............................14
   7.6.           Security.......................................................................14

8.       Purchaser Rights and Obligations........................................................15
   8.1.           Handsets.......................................................................15
   8.2.           Purchaser Staff................................................................16
   8.3.           Ethical Responsibility.........................................................16
   8.4.           Purchaser's Responsibility and Liability.......................................16
   8.5.           Purchaser's Responsibility for Fraud...........................................17
</TABLE>

                  Sprint Confidential Information - RESTRICTED
                                       i
<PAGE>

<TABLE>
<CAPTION>
<S><C>   <C>                                                                                    <C>
   8.6.           Interference...................................................................17
   8.7.           Purchaser's Reports to Sprint..................................................17
   8.8.           Subpoena Compliance............................................................17
   8.9.           Electronic Surveillance........................................................18

9.       Sprint's Rights and Obligations.........................................................18
   9.1.           Modifications..................................................................18
   9.2.           Roaming Services...............................................................18
   9.3.           Sprint Network Fraud Detection and Responsibility..............................19
   9.4.           Sprint's Reports to Purchaser..................................................20

10.      Limitations of Warranties and Liabilities...............................................20
   10.1.          No Warranties..................................................................20
   10.2.          Limitations on Liability.......................................................20

11.      Trade Name, Trade Marks and Service Marks...............................................20
   11.1.          Sprint's Rights................................................................20
   11.2.          Purchaser's Rights.............................................................21
   11.3.          Remedies for Violations........................................................21

12.      Insurance...............................................................................21

13.      Indemnification.........................................................................22
   13.1.          Purchaser's General Third Party Indemnity......................................22
   13.2.          Sprint's General Third Party Indemnity.........................................22
   13.3.          Indemnification Procedures.....................................................22

14.      Breach, Remedies and Early Termination of the Agreement.................................23
   14.1.          Breach.........................................................................23
   14.2.          Early Termination by Sprint Due to Loss of Licenses............................24
   14.3.          Length of and Duties During the Phase-out Period...............................24
   14.4.          Effect of Termination..........................................................25

15.      Restrictions on Transfer................................................................25
   15.1.          Right of First Refusal.........................................................25
   15.2.          Termination Option By Sprint Upon the Occurrence of Certain Events.............25
   15.3.          Rights to End User Accounts in Connection with Liquidation or Dissolution......26
   15.4.          Non-Solicitation/Non-Disclosure Obligations....................................26
   15.5.          Remedies.......................................................................26

16.      Confidentiality.........................................................................26
   16.1.          Restriction....................................................................26
   16.2.          Care...........................................................................26
   16.3.          Return.........................................................................27
   16.4.          Limitation.....................................................................27
   16.5.          Relief.........................................................................27
   16.6.          Information Security...........................................................28
</TABLE>

                  Sprint Confidential Information - RESTRICTED
                                       ii

<PAGE>

<TABLE>
<CAPTION>
<S><C>   <C>                                                                                    <C>
17.      Assignment..............................................................................28

18.      General Provisions......................................................................28
   18.1.          Notices and Inquiries..........................................................28
   18.2.          Construction...................................................................29
   18.3.          Independent Contractors........................................................30
   18.4.          Survival.......................................................................30
   18.5.          Headings.......................................................................30
   18.6.          Severability...................................................................30
   18.7.          Governing Law; Exclusive Venue.................................................30
   18.8.          Waiver of Jury Trial...........................................................30
   18.9.          Counterpart Execution..........................................................31
   18.10.         Entire Agreement; Amendments...................................................31
   18.11.         Parties in Interest; Limitation on Rights of Others............................31
   18.12.         Waivers; Remedies..............................................................31
   18.13.         Force Majeure..................................................................31
   18.14.         Disclosure.....................................................................32
   18.15.         Compliance with Laws...........................................................32
</TABLE>


SCHEDULE 1.0      PCS SERVICES
                  ATTACHMENT NO. 1 TO SCHEDULE 1.0
SCHEDULE 2.0      MARKETS
EXHIBIT A         FORM OF LETTER OF CREDIT

                  Sprint Confidential Information - RESTRICTED
                                       iii

<PAGE>

                      PRIVATE LABEL PCS SERVICES AGREEMENT

This Private Label PCS Services Agreement is dated as of November 5, 2004
("Effective Date") by and between Sprint Spectrum L.P., a Delaware limited
partnership, d/b/a Sprint ("Sprint") and SmartServ Online, Inc. d/b/a SmartServ,
Inc., a Delaware corporation ("Purchaser").

                                   BACKGROUND

A. Sprint owns PCS licenses and is affiliated with other PCS license owners or
PCS service providers. Sprint and its Sprint Service Provider Affiliates own and
operate the Sprint Network and provide PCS services in the United States.

B. Subject to this Agreement, Purchaser desires to purchase PCS Service from
Sprint and market and sell the service to End Users as Private Label Service.
Sprint desires to sell to Purchaser PCS Service for resale to End Users.

NOW, THEREFORE, and in consideration of the mutual promises set forth in this
Agreement, Sprint and Purchaser agree:

                                 OPERATIVE TERMS

1.    DEFINITIONS

"Affiliate" means a person that, directly or indirectly, (i) wholly-owns a party
or (ii) is a wholly-owned subsidiary of a party, or (iii) is under common
control with a party.

"Agreement" means the Private Label PCS Services Agreement between Sprint and
Purchaser and all of its Schedules, Exhibits, Attachments and Addenda, as
amended from time to time.

"Customer" means any person, other than Purchaser, purchasing from Sprint (i)
PCS service, including any prepaid service, or (ii) any other services offered
for sale by Sprint.

"Confidential Information" means (i) this Agreement and the discussions,
negotiations and proposals related to this Agreement and (ii) any information
exchanged in connection with this Agreement concerning the other party's
business including, tangible, intangible, visual, electronic, written, or oral
information, such as: (a) Sprint Data and trade secrets, (b) financial
information and pricing, (c) technical information, such as research,
development, procedures, algorithms, data, designs, and know-how, and (d)
business information, such as operations, planning, marketing interests, and
products, whether, under each of the clauses (i) and (ii) of this definition,
received directly or indirectly from the other party, or in the case of Sprint,
from Sprint Customers.

"Contract Year" means each 12 month-period starting on the In Service Date and
every anniversary date thereafter.

"Effective Date" has the meaning assigned to the term in the Preamble.

"End User" means any person purchasing Private Label Service from Purchaser.

"ESN" means the electronic equipment number for each handset in a form
satisfactory to Sprint.

                  Sprint Confidential Information - RESTRICTED                 4

<PAGE>

"Facilities" means the telecommunications switching equipment, cell site
transceiver equipment, connecting circuits, software and other equipment
installed, maintained, expanded, modified or replaced by Sprint to render PCS
Service within a Market.

"FCC" means the Federal Communication Commission or any successor agency.

"Governmental Authority" means any nation or government, or any state or other
political subdivision thereof, or any entity exercising executive, legislative
judicial, regulatory or administrative functions of or pertaining to government,
including the FCC.

"Handset Proprietary Information" means (i) Sprint's preferred roaming list, as
changed by Sprint, in its sole discretion, from time to time, (ii) software
implementing Sprint's handset user interface design features and structure,
developed and installed in handsets with or for Sprint by manufacturers under
agreements preserving Sprint's proprietary rights therein, including changes,
updates, modifications and enhancements to the software which may be effected
from time to time during the term of this Agreement by Sprint, its agents or
vendors; and (iii) software effecting compatibility between handsets and the
Facilities and any ancillary systems, developed and installed in handsets with
or for Sprint by manufacturers under agreements preserving Sprint's proprietary
rights therein, including changes, updates, modifications and enhancements to
the software which may be effected from time to time during the term of this
Agreement by Sprint, its agents or vendors, which software is embodied in
firmware or read-only memory (programmable or otherwise) or both associated with
handsets which may be delivered to Purchaser by or on behalf of a manufacturer
authorized under the Private Label Operations Manual.

"In Service Date" means the date that Purchaser first has End Users activated in
any Market under this Agreement.

"IRs" means Purchaser's Independent Representatives, who are independent
contractors of Purchaser authorized to sell Purchaser's products and services on
behalf of Purchaser as specified by Purchaser from time to time.

"License" means the PCS license issued by the FCC to Sprint or a Sprint Service
Provider Affiliate.

"MDN" means a mobile dialing telephone number assigned to a handset by Sprint
under Section 6.5.

"Net End Users" means the number of End Users that activate Private Label
Service through a particular point in time or during a specified period in the
Markets minus the total number of End Users that deactivate Private Label
Service during the same period in the Markets. For purposes of this definition,
each MDN activated by an End User shall count as a separate End User.

"PCS" means all radio communications that encompass mobile and ancillary fixed
communication as set forth in 47 C.F.R. Part 24.5, which as of the Effective
Date utilizes frequency bands approaching 1.9 gigahertz in broadband.

"PCS Service" means the circuit-switched or 2G PCS service provided to Purchaser
by Sprint including the Sprint Data Service and Short Messaging Service as more
particularly described in Schedule 1.0 (PCS Service and Pricing). PCS Service
does not include Roaming, nor does it include the next generation or 3G data
services that will not be offered under this Agreement.

                  Sprint Confidential Information - RESTRICTED                 5

<PAGE>

"Private Label Operations Manual" means Sprint's standard operations manual
concerning the sale of PCS Service to private label Customers. The manual may be
amended by Sprint, in its sole discretion, from time to time.

"Private Label Service" means the PCS Service provided by Purchaser to its End
Users under Purchaser's label, brand and marks, utilizing the PCS Service
provided to Purchaser by Sprint under this Agreement.

"Roaming" means any wireless telecommunication service that does not use the
Sprint Network.

"Security" has the meaning assigned to the term in Section 7.6.

"Security Standards" means best commercially reasonable security features in all
material hardware and software systems and platforms that Purchaser uses to
access Sprint's Confidential Information

"SMS" or "Short Messaging Service" means to receive 2G circuit-switched short
alphanumeric messages on an End User's handset, as further described in Schedule
1.0.

"Sprint Data" means all information collected or developed by (i) Sprint or a
Sprint Affiliate regarding Sprint Customers or (ii) by Purchaser regarding
Sprint Customers (but only in their capacity as Sprint Customers), including,
under each of the clauses (i) and (ii) of this definition, location-based
information, all phone or other identification numbers issued to Sprint
Customers, all electronic serial numbers, all Sprint Customers personalization
information and all automatic number identification information and all
information described in the Federal Communications Commission's definition of
"Customer Proprietary Network Information" as set forth in 47 USC Section
222(h)(1) (as amended and interpreted from time to time).

"Sprint 3G Data Service" means the following PCS Services: packet-switched data
service including, but not limited to, (i) data connectivity for Sprint
certified data-compatible handsets or devices; and (ii) Sprint user interface,
content and applications and Sprint third party content and applications, as
available, as described in more detail in this Agreement, Schedule 1.0 and the
Private Label Operations Manual.

"Sprint Handset" is a Sprint-branded or other wireless phone that was designed
for use of the Sprint retail service.

"Sprint Market" or "Market" means the area or areas set forth in Schedule 2.0
(Sprint Markets) in which PCS Service is made available to Purchaser directly by
Sprint.

"Sprint Network" means the CDMA network owned and operated by Sprint and the
Sprint Service Provider Affiliates.

"Sprint Service Provider Affiliate" means an entity that provides mobile
wireless telecommunications products and services under the "Sprint" or "Sprint
Spectrum" service marks or any other service marks subsequently used by Sprint
pursuant to an arrangement with Sprint under which the Sprint Service Provider
Affiliate constructs wireless network coverage and performs operational
functions in defined geographic areas.

"Taxes" means all taxes, including federal, state or local sales, use, excise,
gross receipts or other taxes or tax-like fees imposed on or with respect to PCS
Service, excepting only taxes on the net income of Sprint, unless expressly
provided otherwise in this Agreement.

                  Sprint Confidential Information - RESTRICTED                 6

<PAGE>

2.    PURCHASER RELATIONSHIP

      2.1. GENERAL

Under this Agreement, Sprint will provide and sell PCS Service to Purchaser.
Purchaser will purchase the PCS Service from Sprint and pay Sprint for the PCS
Service as more specifically described in Schedule 1.0. Sprint authorizes
Purchaser to market and sell the PCS Service as Private Label Service in each
Market to End Users as more fully described in this Agreement.

No provision of this Agreement will be construed as vesting in Purchaser any
control whatsoever in any facilities and operations of Sprint, including the
Facilities, or the operations of any Sprint Service Provider Affiliate or
contractual third party of Sprint. Purchaser will not represent itself as a FCC,
federal or state certified licensee for PCS by reason of this Agreement.
Purchaser will not, directly or indirectly, (i) solicit, entertain or accept any
offer of any reseller to sell or otherwise offer Private Label Service, or (ii)
enter into any agreement or other arrangement, to sell or otherwise offer a
reseller Private Label Service, unless otherwise required by applicable law. PCS
Service purchased by a reseller does not contribute to Purchaser's Minimum
Performance Standards under Schedule 1.0 or any of Purchaser's other service
volume or financial requirements.

Purchaser will use its good faith efforts to sell Private Label Service in each
Market. Purchaser will advertise and market Private Label Service in each Market
with the intent to sell the Private Label Service to End Users. Nothing in this
Section 2.1 prohibits Purchaser from offering complementary telecommunications
services in conjunction with the Private Label Service. Purchaser may sell
Private Label Service through its IRs, but Purchaser will be responsible for all
aspects of the calculation and payment of any commissions or other payments of
any kind to its IRs. Purchaser will be solely responsible for ensuring that its
IRs comply with all the terms and conditions of this Agreement.

2.2.  PRICING SEVERABILITY

The provisions of this Section 2 and the pricing provisions contained elsewhere
in this Agreement are not severable, as the price was premised upon the Minimum
Performance Standards negotiated by the parties.

3.    SPRINT TERM

      3.1. GENERAL

Subject to the breach and early termination provisions set forth in Section 14,
the term of this Agreement and all Markets in Schedule 2.0 will be for a period
of 5 years commencing on the In Service Date. After the 5-year term expires, the
Agreement will renew for successive 1-year terms until a party gives the other
party 120 days advance notice of its intent not to renew the Agreement.

      3.2. PHASE-OUT PERIOD

Upon expiration of the Agreement or upon early termination of this Agreement,
the applicable phase-out period set forth in Section 14.3 applies. During the
phase-out period, all provisions of this Agreement continue to apply, current or
future minimum performance, service or volume levels. Sprint may reduce its
support requirements to levels commensurate with declining subscriber volume and
reduced new End User additions, if any.

                  Sprint Confidential Information - RESTRICTED                 7

<PAGE>

4.    CONDITIONS PRECEDENT

As conditions precedent to Sprint's obligation to provide and sell PCS Service
to Purchaser under this Agreement:

      (i)   Sprint's executive management must have approved Sprint's execution
            of and performance under this Agreement;

      (ii)  Purchaser must have delivered to Sprint a duly executed copy of this
            Agreement;

      (iii) Purchaser must have provided to Sprint the Security; and

      (iv)  Purchaser must have delivered to Sprint a certificate from a
            suitable officer-level executive stating that Purchaser has a fully
            executed retail distribution agreement with a third party entity
            that provides for retail distribution of handsets under Purchaser's
            Uphonia brand name.

5.    REPRESENTATIONS AND WARRANTIES

Each party makes the following representations and warranties, as applicable, as
of the Effective Date:

      5.1. DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS

The party is a company duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization. Purchaser has the full
power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement.

      5.2. NO CONFLICT; NO DEFAULT

Subject to the approval set forth in Section 4, clause (i), neither the
execution, delivery and performance of this Agreement nor the consummation by
the party of the transactions contemplated in this Agreement will conflict with,
violate or result in a breach of (a) any applicable law, regulation, order,
writ, injunction, decree, determination or award of any Governmental Authority,
(b) any of the terms, conditions or provisions of the certificate of
organization, bylaws or other governing documents of the party, or (c) any
material agreement or instrument to which the party is or may be bound or to
which any of its material properties, assets or businesses is subject. Neither
party has received any currently effective notice of default under any agreement
that is required for it to perform under this Agreement.

      5.3. LITIGATION

There are no actions, suits, proceedings or investigations pending or, to the
knowledge of the party, threatened against or affecting the party or any of its
properties, assets or businesses in, before or by any Governmental Authority
which could, if adversely determined, reasonably be expected to have a material
adverse effect on the party's ability to perform its obligations under this
Agreement. .

6.    SCOPE OF PCS SERVICE

      6.1. PCS SERVICE

Sprint will provide to Purchaser the PCS Service more specifically described in
Schedule 1.0 in the Markets set forth in Schedule 2.0.

                  Sprint Confidential Information - RESTRICTED                 8

<PAGE>

      6.2. LIMITATION ON SCOPE OF PCS SERVICE

            6.2.1. General

Purchaser acknowledges and agrees as follows:

      (i)   PCS Service is available to compatible Sprint-certified handsets
            (see Section 8.1.1) only within the operating range of the Sprint
            Network;

      (ii)  PCS Service may be temporarily refused, interrupted, curtailed or
            otherwise limited because of transmission limitations caused by any
            factor, including atmospheric, environmental or topographical
            conditions, Facilities limitations or constraints, or Facilities
            changes, modifications, updates, relocations, repairs, maintenance
            or other similar activities necessary for the proper or improved
            operation of the Facilities; and

      (iii) PCS Service will be of a quality or clarity comparable to PCS
            services provided by Sprint to similarly situated Customers.

            6.2.2. Availability of Facilities and Licenses

Sprint's obligation to provide PCS Service to Purchaser is conditioned on
Sprint's ability to obtain, retain and maintain, without unreasonable expenses,
suitable Facilities and licenses, including the License for each Market.

            6.2.3. Highly Concentrated Usage

If Purchaser or End Users create situations that cause highly concentrated usage
in limited areas on the Sprint Network, Purchaser and End Users may encounter
temporary capacity constraint related symptoms, such as excessive call blocking
or call dropping. Sprint is not liable to Purchaser or End Users with respect to
any claim or damage related to or arising out of or in connection with (i) any
such temporary capacity constraint, (ii) any coverage gap or (iii) any temporary
PCS Service refusal, interruption, curtailment or other limitation described in
Section 6.2.1(ii).

Purchaser may notify Sprint of anticipated highly concentrated usage by End
Users in a particular area on the Sprint Network, including any anticipated
temporary capacity constraint related symptoms. Upon receipt of Purchaser's
notice, Sprint may decide to address the constraint, and if so, the action that
Sprint deems appropriate under the circumstances, in its sole discretion.

            6.2.4. Sprint Data Services

In accordance with the Agreement, Schedule 1.0 and the Private Label Operations
Manual, Purchaser's End Users may access the Sprint Data Services. With respect
to Sprint Data Services, Purchaser acknowledges and agrees that:

      (i)   Purchaser will be charged the fees set forth in Schedule 1.0 for
            Sprint Data Services.

      (ii)  Subject to the Work Order process described in Section 6.8 below,
            Sprint and Purchaser may agree to Purchaser's use of some or all of
            Sprint's user interface or Sprint's, or Sprint's third party,
            content and applications. In such event Sprint and Purchaser will
            mutually agree to the management and integration of the

                  Sprint Confidential Information - RESTRICTED                 9

<PAGE>

            Sprint user interface, content and applications and Sprint third
            party content and applications, with Purchaser's user interface,
            content and applications and Purchaser's third party content and
            applications.

      (iii) Sprint is not a publisher of third party content that can be
            accessed through Sprint Data Services. Sprint is not responsible to
            Purchaser or its End Users for any content, including information,
            opinions, advice, statements or services that are provided by third
            parties and accessible through Sprint Data Services or any damages
            resulting there from. Sprint does not guarantee the accuracy,
            completeness or usefulness of information that is obtained through
            the Sprint Data Services. Sprint makes no representations or
            warranties regarding the provider, scope or nature of the content or
            services that will be available by default to the End User. The
            inclusion of any content in the default settings on the End User's
            handset is not an endorsement or an acceptance of any liability with
            respect to the content.

      (iv)  Purchaser is solely responsible for ensuring that handsets used by
            its End Users to which Purchaser provides data connectivity are
            enabled with data connectivity. Purchaser acknowledges that not all
            handsets are enabled with data connectivity nor are all handsets
            capable of use for data connectivity as a data modem.

            6.2.5. Electronic Text Messaging

Purchaser will comply and will ensure that its billing agent, IRs and End Users
comply with all applicable laws and/or regulations of a governmental agency
regarding electronic text messaging. If Sprint reasonably determines that
Purchaser, any of its End Users, IRs or billing agent is not complying with any
applicable laws and/or regulations, Sprint will have the right to immediately
discontinue the provision of Short Messaging Service to the non-complying party
until such time as the noncompliance is remedied in Sprint's reasonable opinion.

            6.2.6. Purchaser Short Messaging Service

All Purchaser SMS must be sent through a dedicated connection to the Bulk
Messaging Gateway ("BMG") pre-approved in writing by Sprint. Purchaser SMS must
be sent using short message peer-to-peer (SMPP) protocol. If Sprint reasonably
determines that Purchaser is in breach of any of the terms of this Section
6.2.6, in addition to any other remedies Sprint may in its sole discretion, and
in addition to any other rights and remedies it may have under this Agreement,
immediately discontinue the provision of Purchaser SMS until such time as the
breach of this Section 6.2.6 has been remedied in Sprint's reasonable opinion.

            6.2.7. End User Short Messaging Service Security

Currently, Sprint's End User SMS system is run through a dedicated IP address on
its BMG. Due to this transmission method, an End User's MDN or other information
may be transmitted over the Internet when using End User SMS. Purchaser is
responsible for informing its End Users of the risks associated with such End
User SMS use. Specifically, Purchaser's web site home page or other End User
collateral will display a link or reference to Purchaser's disclaimers,
including a statement on the transmission of personal data and an Internet
privacy statement, in which Purchaser clearly warns its End Users about the data
privacy risks of using the Internet. Further, Purchaser agrees to work with
Sprint regarding future security

                  Sprint Confidential Information - RESTRICTED                10

<PAGE>

improvements which may increase the security of such messaging, including but
not limited to, use of frame relay connections or virtual private network lines.

            6.2.8. SMS Queuing

If an individual handset is unable to receive a SMS message because the handset
is: (a) turned off; (b) Roaming; or (c) traveling in a Market that does not have
text messaging capabilities, SMS messages will remain in a queue for up to 72
hours. After 72 hours, any SMS message that has not been sent will be deleted.
Currently, the maximum number of SMS messages that can be queued for a single
handset is 30.

      6.3. SPRINT HANDSET HANDLING SERVICES

Purchaser will be responsible for making its own arrangements to purchase
compatible, Sprint-certified and approved handsets from authorized manufacturers
or handset fulfillment vendors as specified in the Private Label Operations
Manual. Sprint may, from time to time, offer to Purchaser the handset handling
and logistics services set forth in the Private Label Operations Manual and
Purchaser, if Purchaser uses those services, will pay for those services as set
forth in Schedule 1.0. Purchaser will be responsible for making its own
arrangements to purchase accessories from manufacturers selected by Purchaser
and arrange for delivery of those accessories directly to Purchaser. Sprint will
not provide any handling or logistics services with respect to accessories.
Sprint may, in its sole discretion, increase, decrease or discontinue the
handset handling services that it provides to Purchaser, upon reasonable prior
notice to Purchaser. Purchaser will procure and maintain throughout the term of
this Agreement, adequate and appropriate insurance to insure the handsets while
they are in transit to or from Sprint or in Sprint's possession. Sprint will not
be responsible for the handsets except as otherwise provided in this Agreement.

      6.4. COVERAGE MAPS

Sprint will make coverage maps available to Purchaser for its use as more
particularly described in the Private Label Operations Manual. The maps will not
be materially different from the maps produced by Sprint in connection with
Sprint's branded services. The map information may depict some future coverage
that may or may not be identified as such. Any Sprint logo or identification
must be removed from map information prior to publication or distribution by
Purchaser. However, the maps will not imply that the network or the facilities
are owned or operated by Purchaser. Purchaser must verify or validate the
coverage shown on the maps and ensure that the coverage depicted on the maps
represents the coverage that Purchaser desires to present to actual and
potential End Users as Purchaser's coverage.

PCS Service may not be available in all areas shown on the coverage maps due to
a variety of factors, including relocation or modification of Facilities,
environmental or topographical conditions, such as building configuration, or
unexpected capacity demands. The maps will not reflect temporary coverage
changes or coverage gaps.

Sprint is not liable to Purchaser or End Users for any claim or damage related
to or arising out of or in connection with any map information, including the
accuracy thereof.

      6.5. MDN POOLING

Purchaser will utilize the "MDN Pooling" process as described in the Private
Label Operations Manual to assign MDNs under this Agreement. "MDN Pooling" means
that all Sprint MDNs

                  Sprint Confidential Information - RESTRICTED                11

<PAGE>

will be held in a single repository without systematic sequential numbering
restrictions. Sprint may change its policy of MDN administration with 30 days'
prior written notice to Purchaser.

      6.6. BILLING RECORDS

Sprint will regularly provide billing data or other billing records to Purchaser
in accordance with the Private Label Operations Manual. These records will be
free of material defects. Payment for (i) defective billing records or (ii)
stale billing records, which are records that Sprint did not forward to
Purchaser within the period described in the Private Label Operations Manual,
may be disputed under the procedures set forth in Section 7.4. Sprint's billing
practices and policies are described in the Private Label Operations Manual.
Sprint may bill certain charges in advance. Billed charges (per call or event)
that result in fractional cents may be rounded up to the next whole cent.
Charges for most PCS services are incurred in one minute increments with partial
minutes of use rounded up to the next highest minute.

      6.7. PRIVATE LABEL OPERATIONS MANUAL

Purchaser, on its behalf on and behalf of Purchaser Affiliates, acknowledges
receipt of a copy of the Private Label Operations Manual, which Sprint may
update at its discretion from time to time. When Sprint issues an updated
Private Label Operations Manual and makes it generally available to its
resellers, Sprint will provide such updated Private Label Operations Manual to
Purchaser.

      6.8. CUSTOMIZED SERVICES

If Purchaser and Sprint mutually agree in writing that Sprint and Purchaser
should investigate the feasibility of providing implementation, customization,
interface development or other specialized services that are not included under
this Agreement ("Customized Services") the parties will formalize such agreement
through the Work Order process contained in the Private Label Operations Manual.
The parties will work under the Work Order process only if they initially agree
to investigate the feasibility of providing Customized Services and nothing in
this Section 6.8 will be construed as an obligation to provide Customized
Services.

7.    PRICES AND TERMS OF PAYMENT

      7.1. PAYMENT OF CHARGES

Purchaser is liable and will pay Sprint for all charges associated with the use
of the PCS Service by Purchaser. Purchaser will pay to Sprint the charges listed
in and computed as set forth in Schedule 1.0. Disputed charges are governed by
the procedures set forth in Section 7.4. All charges under this Agreement are
stated in US dollars.

7.2.     INVOICES

Sprint will provide to Purchaser regular invoices of the charges incurred by
Purchaser. Purchaser expressly acknowledges that some charges incurred in a
billing cycle may not appear on the invoice or the billing data (or the other
billing record) for that billing cycle and that those charges may appear on
subsequent invoices or billing data or the other billing records. Purchaser will
be liable to Sprint for those charges and will pay them in accordance with this
Section 7.2. Payment for each invoice is due by wire transfer within 10 days of
the date of Purchaser's receipt of the invoice and the billing data or other
billing record ("Due Date"). If an invoice or billing data or other billing
record is not received by Purchaser within 10 days after the customary billing
cycle cut-off date established by previous transmittals, Purchaser will provide
notice

                  Sprint Confidential Information - RESTRICTED                12

<PAGE>

thereof to Sprint. If Purchaser does not receive an invoice or billing data or
other billing record and fails to notify Sprint, the amount due will be the
amount in the last invoice and the Due Date will be 15 days following the normal
monthly billing cycle cut-off date established by previous submittals. Once the
invoice is issued for actual usage, the parties will true-up. An invoice will be
deemed paid when Sprint receives the wire transfer at the location designated by
Sprint. In its sole discretion, Sprint may, modify, change or update the invoice
content and format or the billing cycle with 30 days' prior notice to Purchaser.

      7.3. LATE PAYMENTS

For amounts not disputed in good faith and not paid by the Due Date, Purchaser
will pay a late payment charge of 1.5% per month (or the maximum amount
allowable under applicable law, whichever is less).

The applicable late payment interest rate will be applied from the first day the
payment was due for the entire amount that is past due until paid in full.

      7.4. DISPUTED CHARGES

            7.4.1. General

Purchaser may not dispute amounts aggregating less than $1,000 on any invoice(s)
during a single billing cycle. Purchaser may withhold payment of the disputed
portion of any invoice until the dispute is resolved under this Section 7.4.
Purchaser must timely pay the undisputed amount of any invoice as provided in
Section 7.2. Upon resolution of any dispute, payment of any disputed and
withheld amount that is determined to be due and owing is due and payable within
10 days following resolution of the dispute as provided in Section 7.2. Nothing
in this section prohibits Purchaser from informing Sprint of any suspected
billing errors on any invoice.

            7.4.2. Standard Dispute Periods

Purchaser will provide to Sprint written notice of any disputed charges on or
before the Due Date along with a detailed explanation of the nature of the
dispute. Purchaser's explanation must detail disputed airtime, toll, Roaming, if
applicable, taxes and other charges specifically, with an explanation for each.
Sprint will provide Purchaser with its determination regarding disputed charges
within 30 days after receipt of Purchaser's dispute notice and explanation, and
will credit Purchaser's account, if appropriate, within the 30 day period. If
Purchaser fails to dispute charges within 30 days after the original Due Date,
Purchaser will waive its right to dispute the charges and it must pay the entire
invoice amount. Purchaser may not withhold any amounts from current period
payments for disputes from any subsequent payment under this Agreement.

            7.4.3. Bad Faith Dispute

If Purchaser withholds payment improperly or without adequate explanation,
disputes charges without a reasonable good faith basis or otherwise abuses this
dispute process, then Purchaser will pay late charges as set forth in Section
7.3 on all withheld amounts. Further, if Purchaser disputes charges wrongly or
abusively more than one time, Purchaser will be in material breach of this
Agreement.

            7.4.4. Increase the Amount of Security for Certain Amounts in
Dispute

If the amount in dispute exceeds, in the aggregate, 10% of the average monthly
billing, Sprint may, in its sole discretion, require Purchaser to increase the
Security (see Section 7.6) by an

                  Sprint Confidential Information - RESTRICTED                13

<PAGE>

amount equal to 75% of the amount in dispute. Sprint will notify Purchaser of
any increased Security requirement in writing. Purchaser must post the
additional Security, in the manner described in Section 7.6, within 10 days of
receipt of Sprint's notice. Sprint will not request an increase in Security for
disputed amounts that Sprint believes are likely to be credited to Purchaser's
account.

      7.5. TAXES AND OTHER LEVIES BY GOVERNMENTAL AUTHORITIES

            7.5.1. Taxes

Purchaser will provide to Sprint valid and complete resale exemption
certificates for PCS Service purchased from Sprint and resold to End Users.
Purchaser is solely responsible for the computation, billing, and collection of
all applicable Taxes to End Users on PCS Service purchased from Sprint and
resold as Private Label Service to End Users. Purchaser is solely responsible
for the timely and accurate remittance of those Taxes to the appropriate tax
jurisdictions. If Sprint is required to remit Taxes directly to a tax
jurisdiction, Sprint will invoice Purchaser for those Taxes and Purchaser will
pay them to Sprint under Section 7.2.

            7.5.2. Other Levies by Governmental Authorities

Purchaser is solely responsible for the timely and accurate remittance of other
levies by Governmental Authorities or under Governmental Authorities' orders (i)
on PCS Service, (ii) mandated to be paid in proportion to receipts from Private
Label Service, or (iii) mandated to be paid in connection with the provision of
Private Label Service, including Universal Service Fund ("USF') fees. If
Purchaser claims an exemption, Purchaser will provide to Sprint a valid and
complete exemption certificate. If Sprint is required to remit those levies
directly to the Governmental Authority, Sprint will invoice Purchaser for them
and Purchaser will pay them to Sprint under Section 7.2.

      7.6. SECURITY

To secure Purchaser's obligations under this Agreement, Purchaser will provide
(at Purchaser's sole expense), no later than 30 days following the Effective
Date, an irrevocable letter of credit in the form attached hereto as Exhibit A
and in the amount of $1,000,000 from a financial institution reasonably
acceptable to Sprint with Sprint named as the beneficiary ("Security").
Purchaser agrees that Sprint's obligations under this Agreement are contingent
upon Purchaser providing the Security.

Purchaser will maintain the Security and arrange for any necessary renewals and
replacements, for a reasonable term determined by Sprint. Unless Sprint notifies
Purchaser otherwise in writing, the term will continue until 120 days after the
expiration of all applicable phase-out periods under this Agreement. Sprint will
be entitled to payment of amounts due Sprint by means of a draw against the
Security if Purchaser does not pay by the Due Date or is otherwise in breach. If
Sprint is required to draw on the Security, Purchaser will replenish the
Security within 10 days of Sprint's draw. Notwithstanding the foregoing, Sprint
may, in its sole discretion, with 30 days advance written notice change the
appropriate type and increase or decrease the amount of the Security. Sprint
will not set any commercially unreasonably Security requirements, taking into
consideration Purchaser's reported creditworthiness, payment history with
Sprint, monthly charges and any other indicia of Purchaser's creditworthiness.
Sprint's obligation to continue to provide PCS Service under this Agreement,
including permitting

                  Sprint Confidential Information - RESTRICTED                14

<PAGE>

Purchaser to add new End User accounts, is conditioned upon Purchaser
maintaining (i) the Security required by Sprint from time to time and (ii) good
credit standing with Sprint.

Unless otherwise agreed by Sprint in writing, 120 days after expiration of all
applicable phase-out periods, Sprint will be entitled to payment of its final
bill and any other outstanding bills or other amounts due Sprint by means of a
draw against the Security if Purchaser does not pay each of those bills or any
other amounts when due.

8.    PURCHASER RIGHTS AND OBLIGATIONS

      8.1. HANDSETS

            8.1.1. Compatibility

Purchaser will use, and will require its End Users to use, only handsets that:

      (i)   are compatible with the PCS Service, the Sprint Network, and the
            Facilities;

      (ii)  comply with Sprint's requirements for compatibility of handsets with
            the PCS Service and the Facilities, including the successful
            completion of Sprint's handset certification process and the use of
            the Handset Proprietary Information licensed to Sprint under Section
            8.1.3, and

      (iii) comply with all applicable FCC or state legal requirements for
            compatibility of handsets with the PCS Service and the Facilities.

If any handset used by an End User does not comply with the standards set forth
in this Section 8.1.1, Purchaser will ensure that the handset is not used and,
if necessary, terminate the use, or terminate the Private Label Service to the
offending End User.

            8.1.2. Conversion of Sprint Phones

      (i)   If Purchaser acquires Sprint Handsets from Sprint handset
            distributors (e.g., RadioShack; BestBuy), Sprint agents or retail
            stores and activates them on service under this Agreement, Sprint
            will charge Purchaser a fee of $250 per handset plus applicable
            taxes.

      (ii)  If Purchaser targets Sprint retail customers and activates them on
            service under this Agreement using their Sprint Handset that has not
            been deactivated for at least 60 days, Sprint will charge Purchaser
            a fee of $250 per handset plus applicable taxes.

      (iii) Purchaser will not be liable for a fee of $250 (plus applicable
            taxes) under this section if Sprint directs its retail subscribers
            to sign up for service directly from Purchaser.

            8.1.3. Sprint License to Use Certain Handset Proprietary Information
in Handsets Using the Private Label Service

For the term of and subject to this Agreement, Sprint grants to Purchaser a
non-transferable, royalty-free, non-exclusive license to use and sell at retail
the Handset Proprietary Information, in object code form, solely to permit
Purchaser and End User's to use the Private Label Service. Except as provided in
this Section 8.1.3, Purchaser may not assign or sublicense any of its license
rights or copy, change, alter or modify the Handset Proprietary Information.

                  Sprint Confidential Information - RESTRICTED                15

<PAGE>

            8.1.4. No Sprint Responsibility

Sprint will not be responsible to Purchaser or any End User for the operation,
testing or maintenance of any handsets. Sprint also will not be responsible for
Purchaser's handsets during transportation, handling, transfer, loading or
unloading or any other time, except as otherwise provided in the Private Label
Operations Manual. Sprint will not be required to make any changes,
modifications or additions to its equipment, operations or Facilities to
accommodate Purchaser or the handsets provided by Purchaser.

            8.1.5. Provision of ESN

Before Purchaser makes handsets available for sale to End Users or retailers in
connection with providing Private Label Service, Purchaser will provide to
Sprint the ESN for each End User handset in accordance with the Private Label
Operations Manual.

      8.2. PURCHASER STAFF

            8.2.1. General

Purchaser will provide, at its sole expense, an adequate and properly trained
staff (including, but not limited to, Purchaser's IRs and other contractors):

      (i)   to market Private Label Service and to support and train End Users
            with respect to the Private Label Service; and

      (ii)  to receive, investigate, and verify all complaints from End Users
            relating to PCS Service or Private Label Service.

Purchaser will report any trouble with respect to the Private Label Service to
Sprint only upon reasonable verification that the trouble is due to reasons
other than misuse or malfunctioning of End User handsets, the failure of those
handsets to meet standards for compatibility with PCS Service or other elements
or conditions within the reasonable control of Purchaser.

            8.2.2. No Sprint Responsibility or Liability for Purchaser Staff

The staff employed or contracted for by Purchaser to perform services for
Purchaser are not employees or agents of Sprint and Purchaser assumes full
responsibility and liability for their acts and omissions, including compliance
by its staff (including its IRs and other contractors) with this Agreement,
applicable federal, state and local laws, regulations, and judicial or
regulatory orders, and relevant industry standards. All staff will be employed
or contracted for at Purchaser's sole expense and Purchaser will be solely
responsible for all employment benefits and withholding issues, including,
workers' compensation, disability benefits, unemployment insurance or
withholding income taxes and social security.

      8.3. ETHICAL RESPONSIBILITY

Purchaser will refrain from doing anything that could or could tend to
discredit, dishonor, reflect adversely upon, or in any manner injure the
reputation of Sprint or its Customers. Purchaser will be governed in all of its
dealing with the public and with respect to this Agreement by the highest
standards of honesty, integrity and fair dealing.

      8.4. PURCHASER'S RESPONSIBILITY AND LIABILITY

Purchaser will be responsible and liable for all services provided to End Users,
such as End User credit verification, billing, collection, customer service, and
all support necessary to provide

                  Sprint Confidential Information - RESTRICTED                16

<PAGE>

Private Label Service and all risks and expenses in connection with, related to
or arising out of the provision of Private Label Service. Purchaser will not
make any representation, warranty or covenant to any End User that would
misrepresent or conflict with this Agreement. Purchaser may provide written
terms and conditions of service to End Users. Upon Sprint's request, Purchaser
will provide to Sprint all materials that Purchaser makes available to any End
User for Sprint's review to determine compliance with this Agreement. Purchaser
may delete non-public price information prior to submitting those materials for
Sprint's review. Sprint will notify Purchaser if any sections need to be
modified or deleted in order to ensure compliance with this Agreement and
Purchaser will comply with Sprint's request. Purchaser will not use any
information about its End User's data usage for any improper or unlawful purpose
and it will protect the information in accordance with its own privacy policies.

      8.5. PURCHASER'S RESPONSIBILITY FOR FRAUD

Purchaser will not, and will not permit its End Users, agents, employees, IRs or
representatives to engage in fraudulent activities. Purchaser is responsible for
all costs and procedures associated with End User fraud, such as subscription
fraud, usage on lost or stolen handsets that Purchaser fails to deactivate, or
fraud occurring in connection with Purchaser's agents, employees or
representatives, such as employee-related theft. The provisions governing
"Cloning Fraud" are set forth in Section 9.3 and the provisions governing fraud
on a Roaming provider's network are set forth in Section 9.2.3.

      8.6. INTERFERENCE

Purchaser's agents, employees, IRs, representatives and End Users may not
interfere with the Facilities, the Sprint Network or the PCS Service in a way as
to impair the quality of service provided by Sprint to its Customers.
Notwithstanding this prohibition, upon discovery of the interference by either
Sprint or Purchaser, the party discovering the interference will promptly notify
the other party and Purchaser will promptly order the agent, employee, IR,
representative or End User to cease the act(s) constituting the interference.
Sprint, concurrent with notice to Purchaser, may terminate the PCS Service to
the End User and require Purchaser to take appropriate action to eliminate the
use or interference by the agent, employee, IR, representative or End User.

      8.7. PURCHASER'S REPORTS TO SPRINT

Purchaser will provide to Sprint, quarterly, no later than 15 days following the
end of the quarter, on a per Market basis a rolling 12 month forecast of
increases and decreases of End Users, call volumes and any other information or
report required under the Private Label Operations Manual.

      8.8. SUBPOENA COMPLIANCE

If a law enforcement agency contacts Purchaser with a subpoena relating to End
User MDN billing records or End User information, including but not limited to,
End User name, address and credit information, Purchaser must honor the subpoena
by providing the requested information to such law enforcement agency within the
timeframe specified in the subpoena. If the subpoena requests information not
provided by Sprint to Purchaser in its normal billing practice, Purchaser must
promptly contact the Sprint representative designated in the Private Label
Operations Manual for assistance in compliance so that the timeframe specified
in the subpoena can be met. If Purchaser either: (a) fails to provide the End
User phone records

                  Sprint Confidential Information - RESTRICTED                17

<PAGE>

requested in the subpoena; (b) fails to provide the End User phone records
requested in the subpoena within the timeframe specified in the subpoena; or (c)
fails to promptly contact the designated Sprint representative for assistance
when the subpoena requests information not provided by Sprint to Purchaser in
its normal billing practice, and if Sprint is fined by a court of law as a
direct result of Purchaser's failure described in (a), (b) or (c) above,
Purchaser will reimburse Sprint for the amount of such fine.

      8.9. ELECTRONIC SURVEILLANCE

If a law enforcement agency issues a court order to Purchaser relating to
electronic surveillance of an End User MDN, Purchaser shall confirm all End User
information contained in the court order to such law enforcement agency and will
promptly contact the Sprint representative designated in the Private Label
Operations Manual for technical assistance in performing the electronic
surveillance. If Purchaser either: (a) fails to confirm the End User information
as requested in the court order; or (b) fails to promptly contact the Sprint
representative designated below for technical assistance in performing the
electronic surveillance, and if Sprint is fined by a court of law as a direct
result of Purchaser's failure described in (a) or (b) above, Purchaser will
reimburse Sprint for the amount of such fine.

9.    SPRINT'S RIGHTS AND OBLIGATIONS

      9.1. MODIFICATIONS

Sprint may, in its sole discretion, change or update the Facilities or Sprint's
operations, equipment, software, procedures or services. Sprint will not be
liable to Purchaser or to End Users if those modifications, changes or updates
require changes to, updates of or modifications of Purchaser's or End Users'
handsets or other products, accessories, systems or procedures. Sprint may, in
its sole discretion, offer service products that are not part of the PCS
Service. Sprint will use the same efforts to avoid any material adverse impact
on End Users that it uses to avoid material adverse impacts on its Customers.

      9.2. ROAMING SERVICES

            9.2.1. General

Sprint will make Roaming available to Purchaser in any portion of any area in
which Sprint has a Roaming agreement on the terms and conditions contained in
that agreement and the prices set forth in Schedule 1.0. Purchaser hereby
acknowledges and agrees that Sprint is not responsible for the billing
practices, service charges or availability of Roaming provided by Roaming
providers, and that Sprint is not obligated to provide Roaming in areas in which
Sprint has not entered into Roaming agreements or loses its Roaming agreements.
Manual Roaming may be available dependent on the arrangements established and
the level of service provided by each Roaming provider.

            9.2.2. Blocking Roaming

Purchaser may request that Sprint block Roaming for all its End Users. If
Purchaser requests this, Sprint will remove all Roaming switches from the list
of switches permitted to complete calls for Purchaser's End Users. Due to
transmission limitations described in Section 6.2.1(ii) of the Agreement, if a
Roaming switch does not receive a `deny access' response from the Sprint Network
and such Roaming switch is programmed so that no response from the Sprint
Network means that it will allow the call to proceed on the Roaming switch, a
Roaming switch may

                  Sprint Confidential Information - RESTRICTED                18

<PAGE>

complete a Roaming call for an End User(s). In such case, Purchaser will be
liable for Roaming charges at the rate set forth in Schedule 1.0.

            9.2.3. Disputes Concerning Roaming

If a material dispute concerning charges for Roaming minutes occurs, Sprint will
process the dispute with the Roaming provider in accordance with Sprint's
Roaming agreement. A dispute is considered material if the amount in dispute
exceeds $1,000 in the aggregate during any single billing cycle. If the Roaming
provider provides an adjustment to Sprint for the disputed charges, Sprint will
credit that adjustment to Purchaser. In no event will the credit exceed the
lesser of (i) the Roaming charges that Sprint billed to Purchaser or (ii) the
credit that Purchaser provided to its End Users. Roaming fraud is Purchaser's
responsibility and Sprint does not accept any responsibility for End Users being
billed for fraudulent calls placed on a Roaming provider's network.

      9.3. SPRINT NETWORK FRAUD DETECTION AND RESPONSIBILITY

Sprint will monitor, using its customary and ordinary procedures available from
time to time with the fraud detection services provided to Customers to detect
fraudulent calls on the Sprint Network made using Purchaser's MDNs. The terms
"fraudulent calls made using Purchaser's MDNs" means calls associated with the
loading by an unrelated and independent third party of a MDN/ESN combination
onto a wireless device to use the PCS Service, as more specifically defined in
the Private Label Operations Manual ("Cloning Fraud"). Sprint makes no guarantee
that any or all Cloning Fraud will be detected. Sprint will notify Purchaser
(electronically, orally or in writing, as Sprint deems appropriate) of the
detection by Sprint of "suspected" and "definitive" Cloning Fraud, as those
terms are defined in the Private Label Operations Manual. Sprint will determine,
in its sole discretion, whether an incident of Cloning Fraud is suspected or
definitive, without any liability to Purchaser. Sprint and Purchaser will both
designate a single point of contact to expedite the notices required under this
Section 9.3, which contacts may be changed at any time with reasonable prior
written notice to the other party. Sprint will track and process any credits
requested by Purchaser and associated with suspected and definitive Cloning
Fraud, only if the Cloning Fraud exceeds a minimum threshold of $1,000 in the
aggregate during any single billing cycle. Sprint's customary and ordinary
procedures, as available from time to time, to detect fraudulent calls made
using Purchaser's MDNs on the Sprint Network will not be inferior to the fraud
detection provided by Sprint to Customers.

            9.3.1. Suspected Cloning Fraud on the Sprint Network

In case of suspected Cloning Fraud, Sprint will not terminate PCS Service to
that MDN, unless Purchaser directs Sprint to terminate PCS Service. If Purchaser
directs Sprint to terminate service to the affected MDN, Sprint will absorb the
costs associated with that Cloning Fraud on the Sprint Network for up to 4 hours
from the time Sprint provided notice of detection to Purchaser, and Purchaser
will be responsible for all charges after expiration of the 4 hour period. If
Purchaser does not request termination of service to the affected MDN, Purchaser
will be responsible for all charges.

            9.3.2. Definitive Cloning Fraud on the Sprint Network

In case of definitive Cloning Fraud, Sprint will terminate service to the
affected MDN concurrently with notice of detection to Purchaser. Failure of
authentication may be considered definitive Cloning Fraud. Sprint will absorb
the costs associated with that Cloning Fraud on the

                  Sprint Confidential Information - RESTRICTED                19

<PAGE>

Sprint Network. If Purchaser reactivates the End User or overrides Sprint's
deactivation of PCS Service, then Purchaser is responsible for all Cloning Fraud
and any other fraud or similar activity on the End User account.

      9.4. SPRINT'S REPORTS TO PURCHASER

Sprint will provide to Purchaser the reports specified in the Private Label
Operations Manual.

10.   LIMITATIONS OF WARRANTIES AND LIABILITIES

      10.1. NO WARRANTIES

Sprint makes no warranties, express or implied, regarding the PCS Service or, if
applicable, any equipment, product or other good provided by Sprint.
Specifically, all implied warranties are disclaimed, including any warranties of
merchantability, fitness for a particular purpose, use, or non-infringement. No
one is authorized to make any warranty on Sprint's behalf, and Purchaser can not
rely on any statement of warranty. Purchaser acknowledges that Sprint is not the
manufacturer of any equipment.

      10.2. LIMITATIONS ON LIABILITY

            10.2.1. Sole and Exclusive Remedies

The sole and exclusive remedies of the parties are those expressly set forth in
this Agreement.

            10.2.2. No Liability for Certain Damages

Except as otherwise provided in this Agreement, including sections 11, 13,15,
and 16, neither party is liable to the other for special, indirect, incidental,
exemplary, punitive or consequential damages, including loss of profits, related
to or arising out of a party's performance under this Agreement.

11.   TRADE NAME, TRADE MARKS AND SERVICE MARKS

      11.1. SPRINT'S RIGHTS

Purchaser recognizes the right, title and interest of Sprint and Sprint
Affiliates in and to all service marks, trademarks, and trade names used in
connection with the service and products sold by Sprint and Sprint Affiliates,
including "Sprint" and the diamond logo or any other Sprint trademark ("Sprint
Marks"). Purchaser will not engage in any activities or commit any acts,
directly or indirectly, that contest, dispute, or otherwise impair, or that may
contest, dispute or otherwise impair the right, title or interest of Sprint and
Sprint Affiliates therein. Purchaser acknowledges and agrees that nothing in
this Agreement grants to Purchaser the right to use and Purchaser agrees that it
will not use any Sprint Mark or any service mark, trademark, or trade name that
is confusingly similar to or a colorable imitation of any of the Sprint Marks,
including in any of Purchaser's advertisements, and will not incorporate the
Sprint Marks into any service mark, trademark or trade name used or developed by
Purchaser. Purchaser does not acquire or claim any right, title or interest in
or to the Sprint Marks through purchase of PCS Service or Products, the
provision of Private Label Service or otherwise. Notwithstanding the foregoing,
to clarify its relationship with Sprint, Purchaser may use the Sprint Marks (i)
as provided in the relevant section in the Private Label Operations Manual or
(ii) with Sprint's prior written approval. Upon Sprint's request, Purchaser will
provide to Sprint any materials using the Sprint Marks for Sprint's review to
determine compliance with this Agreement. Purchaser may delete non-public price
information prior to submitting those materials for Sprint's review. Sprint will

                  Sprint Confidential Information - RESTRICTED                20

<PAGE>

use commercially reasonable efforts to notify Purchaser within 10 business days
of receipt of any requested materials, if any sections need to be modified or
deleted in order to ensure compliance with this Agreement. Purchaser must comply
with any adjustments or requests from Sprint on any requested materials and may
not use a Sprint Mark without Sprint's express written consent.

      11.2. PURCHASER'S RIGHTS

Sprint recognizes the right, title and interest of Purchaser and Purchaser's
Affiliates in and to all service marks, trademarks, and trade names used in
connection with the service and products sold by Purchaser and Purchaser's
Affiliates ("Purchaser Marks"). Sprint will not engage in any activities or
commit any acts, directly or indirectly, that contest, dispute, or otherwise
impair, or that may contest, dispute or otherwise impair the right, title or
interest of Purchaser and Purchaser's Affiliates therein. Sprint acknowledges
and agrees that nothing in this Agreement grants to Sprint the right to use and
Sprint agrees that it will not use any Purchaser Mark or any service mark,
trademark, or trade name that is confusingly similar to or a colorable imitation
of any of the Purchaser Marks and will not incorporate the Purchaser Marks into
service mark, trademark or trade name used or developed by Sprint. Sprint does
not acquire or claim any right, title or interest in or to the Purchaser Marks
through sale of PCS Service or products or otherwise.

      11.3. REMEDIES FOR VIOLATIONS

The limitations in Section 10.2 do not apply to either party's violations of
Section 11. If either party violates or threatens to violate Section 11, the
other party may exercise any right or remedy under this Agreement and any other
right or remedy that it may have (now or hereafter existing) at law, in equity
or under statute. The parties agree that damages for violations of Section 11
may be difficult to ascertain or inadequate and that if either party violates or
threatens to violate Section 11, the other party may suffer irreparable harm and
therefore may seek injunctive relief in addition to any other right or remedy
under this Agreement and any other right or remedy that it may have (now or
hereafter existing) at law, in equity or under statute. The party that violates
or threatens to violate Section 11 will not raise the defense of an adequate
remedy at law.

12.   INSURANCE

Purchaser must, during the term of this Agreement and at its sole expense,
obtain and keep in force, the following insurance: (a) Commercial General
Liability Coverage, including personal injury, bodily injury, property damage,
operations hazard, independent contractor coverage, contractual liability, and
products and completed operations liability, in limits not less than $3,000,000
for each occurrence (combined single limit), with Purchaser named as insured in
the policy and Sprint named as additional insured in the policy; and (b)
Worker's Compensation and Employer's Liability insurance. All required insurance
policies must be taken out with reputable national insurers that are licensed to
do business in the jurisdictions where Purchaser is doing business. Purchaser
agrees that certificates of insurance will be delivered to Sprint within 15 days
of the Effective Date. All policies must contain an undertaking by the insurers
to notify Sprint in writing not less than 30 days before any material change,
reduction in coverage, cancellation, or termination of the insurance. The
provision of insurance required in this Agreement will not be construed to limit
or otherwise affect the liability of Purchaser to Sprint.

                  Sprint Confidential Information - RESTRICTED                21

<PAGE>

13.   INDEMNIFICATION

      13.1. PURCHASER'S GENERAL THIRD PARTY INDEMNITY

Purchaser will indemnify and defend Sprint, the Sprint Affiliates, and their
respective directors, officers, agents, employees and Customers (each, a "Sprint
Indemnitee") from and against all claims, damages, losses, liabilities, costs,
expenses and reasonable attorney's fees (collectively "Damages") arising out of
a claim by a third party against a Sprint Indemnitee resulting from or alleged
to have resulted from any act or omission of Purchaser under or related to this
Agreement.

      13.2. SPRINT'S GENERAL THIRD PARTY INDEMNITY

Sprint will indemnify and defend Purchaser, its Affiliates, and their respective
directors, officers, agents and employees (each, a "Purchaser Indemnitee") from
and against all Damages arising out of a claim by a third party against a
Purchaser Indemnitee to the extent resulting from or alleged to have resulted
from any act or omission of Sprint under or related to this Agreement.

      13.3. INDEMNIFICATION PROCEDURES

      (i)   Promptly, upon becoming aware of any matter which is subject to the
            provisions of Section 13.1 and 13.2 (a "Claim"), the party seeking
            indemnification (the "Indemnified Party") must give notice of the
            Claim to the other party (the "Indemnifying Party"), accompanied by
            a copy of any written documentation regarding the Claim received by
            the Indemnified Party.

      (ii)  The Indemnifying Party will, at its option, settle or defend, at its
            own expense and with its own counsel, the Claim. The Indemnified
            Party will have the right, at its option, to participate in the
            settlement or defense of the Claim, with its own counsel and at its
            own expense; but the Indemnifying Party will have the right to
            control the settlement or defense. The Indemnifying Party will not
            enter into any settlement that imposes any liability or obligation
            on the Indemnified Party without the Indemnified Party's prior
            written consent. The parties will cooperate in the settlement or
            defense and give each other full access to all relevant information.

      (iii) If the Indemnifying Party (i) fails to notify the Indemnified Party
            of the Indemnifying Party's intent to take any action within 30 days
            after receipt of a notice of a Claim or (ii) fails to proceed in
            good faith with the prompt resolution of the Claim, the Indemnified
            Party, with prior written notice to the Indemnifying Party and
            without waiving any rights to indemnification, including
            reimbursement of reasonable attorney's fees and legal costs, may
            defend or settle the Claim without the prior written consent of the
            Indemnifying Party. The Indemnifying Party will reimburse the
            Indemnified Party on demand for all Damages incurred by the
            Indemnified Party in defending or settling the Claim.

      (iv)  Neither party is obligated to indemnify and defend the other with
            respect to a Claim (or portions of a Claim):

            (a)   if the Indemnified Party fails to promptly notify the
                  Indemnifying Party of the Claim and fails to provide
                  reasonable cooperation and information to defend or settle the
                  Claim; and

                  Sprint Confidential Information - RESTRICTED                22

<PAGE>

            (b)   if and only to the extent that, that failure materially
                  prejudices the Indemnifying Party's ability to satisfactorily
                  defend or settle the Claim.

14.   BREACH, REMEDIES AND EARLY TERMINATION OF THE AGREEMENT

      14.1. BREACH

In addition to other events of breach set forth in this Agreement, each of the
following constitutes an event of breach under this Agreement:

      (i)   Sprint or Purchaser fails to make a payment of money or, in the case
            of Purchaser, to replenish, amend, replace or renew the Security,
            which failure continues for more than 5 business days after notice
            from the other party;

      (ii)  Sprint or Purchaser fails to comply with any material
            representation, warranty, obligation or covenant set forth in this
            Agreement, which failure continues for a period of more than 30
            consecutive days after receipt of notice from the nonbreaching party
            specifying the breach;

      (iii) Purchaser's actual number of Net End Users at the end of the sixth
            full billing month following the In-Service Date is less than
            10,000;

      (iv)  Purchaser's actual number of Net End Users at the end of Contract
            Year I is less than 35,000;

      (v)   Purchaser's actual number of Net End Users at the end of Contract
            Year 2 is less than 100,000;

      (vi)  Sprint or Purchaser fails to comply with Section 11, if that failure
            is not cured immediately upon receipt of notice from the party
            owning or enforcing that mark or in case of the repeated violations
            after receipt of the notice on one occasion;

      (vii) Sprint or Purchaser ceases to do business as a going concern;

      (viii) Sprint or Purchaser is unable or admits its inability to pay its
            debts as they become due; or

      (ix)  Purchaser transfers more than ten percent (10%) of its End Users in
            a transaction or series of transactions to another service provider
            or carrier during any one 12-month period of this Agreement.

Upon the occurrence of any of the events of breach specified above, the
nonbreaching party may, upon notice to the breaching party, terminate this
Agreement in its entirety or with respect to a specific Market, depending on the
nature of the breach, trigger the applicable phase-out period, and pursue any
other right or remedy under this Agreement. Except as otherwise provided, the
termination will be effective on the day following the end of the applicable
phase-out period.

If Sprint elects to terminate this Agreement as the result of any breach by
Purchaser under this Section 14.1(ix) Sprint will charge Purchaser and Purchaser
will pay to Sprint, as liquidated damages, an amount equal to $150 for each End
User transferred, in addition to all other applicable charges under this
Agreement. The pricing for each Market in effect immediately before the date of
the termination notice will remain in effect during the phase-out period. Sprint
will invoice Purchaser for the amounts due under this Section and Purchaser will
pay those amounts within 20 days after the date of Sprint's invoice. If not paid
by that date, Sprint may,

                  Sprint Confidential Information - RESTRICTED                23

<PAGE>

without any additional notice to Purchaser, deduct those amounts from the
Security and require Purchaser to increase the amount of the Security for the
remainder of the applicable phase-out period.

Without limiting the generality of the foregoing and irrespective of whether
Sprint exercises its termination rights under this Agreement, if Purchaser
breaches under clause (i) of Section 14.1, Sprint may, without any additional
notice to Purchaser, deduct any amounts due Sprint from the Security and require
Purchaser to increase the amount of the Security.

      14.2. EARLY TERMINATION BY SPRINT DUE TO LOSS OF LICENSES

If Sprint ceases to be licensed by a Governmental Authority to provide PCS
Service in all or a substantial part of the Markets, Sprint may terminate this
Agreement in its entirety without any liability by giving Purchaser at least 30
days prior written notice. Sprint may delete a Market from Schedule 2.0 at any
time without any liability by giving Purchaser at least 30 days prior written
notice, if Sprint ceases to be licensed by a Governmental Authority to provide
PCS Service in that Market.

      14.3. LENGTH OF AND DUTIES DURING THE PHASE-OUT PERIOD

Upon giving of notice of termination of this Agreement in its entirety or with
respect to a specific Market or Markets, Sprint, at Purchaser's (or its
successor in interest) request, will continue to provide PCS Service to
Purchaser (or its successor in interest) in the terminated Market(s) for a
phase-out period as described below. Under phase-out services governed by
14.3(i) only, Purchaser (or its successor in interest) may continue to add new
End Users or MDNs during the initial 30 days of the phase-out period. The rights
and obligations with respect to the treatment of the Security are set forth in
Section 7.6. At the end of the phase-out period, Sprint may terminate PCS
Service to Purchaser (or its successor in interest) and the End Users on the
Sprint Network without incurring any liability. The pricing for each Market in
effect immediately before the date of the termination notice will remain in
effect during the phase-out period.

      (i)   The phase-out period for termination under Sections 14.2 is 365 days
            after the date of the notice of termination and applies to those End
            Users on the Sprint Network as of the 30th day after the date of the
            notice of termination.

      (ii)  The phase-out period for termination under Section 14.1 (ii) and
            (vi) through (ix) is 30 days after the date of the notice of
            termination and applies to those End Users on the Sprint Network as
            of the date of the notice of termination.

      (iii) The phase-out period for termination under Section 14.1 (i) is 10
            days after the date of the notice of termination and applies to
            those End Users on the Sprint Network as of the date of the notice
            of termination.

      (iv)  The phase-out period for termination under Section 14.1 (iii)
            through (v) is 60 days after the date of the notice of termination
            and applies to those End Users on the Sprint Network as of the date
            of the notice of termination.

      (v)   Upon expiration of the term set forth in Section 3.1 of the
            Agreement, the phase-out period will be 180 days after the
            expiration date and applies to those End Users on the Sprint Network
            as of the expiration date.

                  Sprint Confidential Information - RESTRICTED                24

<PAGE>

      14.4. EFFECT OF TERMINATION

Termination of this Agreement is without prejudice to any other right or remedy
of the parties under this Agreement. Termination of this Agreement for any cause
does not release either party from any liability which, at the time of
termination, has already accrued to the other party, or which may accrue in
respect of any act or omission prior to termination or from any obligation which
is expressly stated to survive the termination. Purchaser will remain
responsible for its obligations to its agents and End Users.

15.   RESTRICTIONS ON TRANSFER

      15.1. RIGHT OF FIRST REFUSAL

During the term of this Agreement, including any applicable phase-out period,
Purchaser may not, either directly or indirectly, sell or otherwise transfer all
or any part of its End User accounts, unless the sale or other transfer is made
(i) after complying with the terms of this Section 15.1 (or with Sprint's prior
written consent) and (ii) pursuant to a bona fide written offer from an
independent third party. If Purchaser receives a bona fide written offer for a
proposed sale or other transfer of all or any part of its End User accounts
which offer Purchaser intends to accept, Purchaser hereby grants to Sprint a
right of first refusal to purchase those End User accounts at the price
contained in the bona fide written offer and pursuant to an agreement customary
for such transaction and upon the basic business terms contained in the bona
fide written offer. The term "basic business terms" means the price, method of
payment, material contract terms, conditions to closing and post-closing
obligations. Purchaser will provide notice of a bona fide written offer, which
offer Purchaser intends to accept, to Sprint within 5 days of receipt of the
offer. Sprint will give notice of its intent to exercise its right of first
refusal within 30 days of Sprint's receipt of Purchaser's notice. If Sprint does
not exercise its right of first refusal, Sprint will consent to Purchaser's
assignment of this Agreement to the independent third party to accompany the
sale of Purchaser's End User accounts subject to Section 17.

      15.2. TERMINATION OPTION BY SPRINT UPON THE OCCURRENCE OF CERTAIN EVENTS

During the term of this Agreement, including any applicable transition period,
upon the occurrence of any Change of Control Event (as defined below), Purchaser
will provide notice to Sprint no less than 60 days prior to closing of the
Change of Control Event, and Sprint may, at its option, terminate this Agreement
with no liability by giving 30 days written notice to Purchaser.

Change of Control Event means:

      (i)   Purchaser, directly or indirectly, enters into any transaction of
            merger, acquisition, reorganization or consolidation with any entity
            (other than a Purchaser Affiliate) , in which Purchaser is not the
            surviving entity; or

      (ii)  Purchaser, directly or indirectly, sells, assigns, conveys,
            transfers, leases or otherwise disposes of all or substantially all
            of its assets (including all of its End User accounts to any entity
            other than a Purchaser Affiliate; or

      (iii) The acquisition of Purchaser by any entity, person, or group of
            beneficial ownership, as that term is defined in Rule 13d-3 under
            the Securities Exchange Act of 1934, as amended, of more than 50% of
            the outstanding capital stock of Purchaser.

                  Sprint Confidential Information - RESTRICTED                25

<PAGE>

      15.3. RIGHTS TO END USER ACCOUNTS IN CONNECTION WITH LIQUIDATION OR
DISSOLUTION

If Purchaser, directly or indirectly, approves any plan or proposal for
liquidation or dissolution of Purchaser or winds up, liquidates, or dissolves
and in connection with that action Purchaser ceases to provide Private Label
Service to End Users, Purchaser will (i) permit Sprint to market to all of
Purchaser's End User accounts (whether or not those accounts are active) and
(ii) remove any impediments to Sprint's solicitation efforts and (iii) provide
to Sprint all necessary End User information, as permitted by applicable law.

      15.4. NON-SOLICITATION/NON-DISCLOSURE OBLIGATIONS

Purchaser, including its IRs, agrees not to market or offer any products or
services (including, but not limited to, wireless services) to the End User
accounts or any portion thereof purchased by or otherwise transferred to Sprint
("Purchased End User Accounts") as a targeted group for a period of 3 years from
the date of closing of any sale or other transfer under Section 15.1. Purchaser
agrees that all information regarding and compilations of the Purchased End User
Accounts is Confidential Information. Nothing in this Section 15.4 prohibits
Purchaser, including its IRs, from marketing or offering their normal products
and services (other than wireless services of the type that are contemplated
under this Agreement) to the Purchased End User Accounts as part of a general
solicitation for such other products and services to Purchaser's prospects
and/or customers.

      15.5. REMEDIES

The limitations in Section 10.2 do not apply to Purchaser's violations of
Section 15. If Purchaser violates or threatens to violate Section 15, Sprint may
exercise any right or remedy under this Agreement and any other right or remedy
that it may have (now or hereafter existing) at law, in equity or under statute.
The parties agree that damages for violations of Section 15 may be difficult to
ascertain or inadequate and that if Purchaser violates or threatens to violate
Section 15, Sprint may suffer irreparable harm and therefore may seek injunctive
relief in addition to any other right or remedy under this Agreement and any
other right or remedy that it may have (now or hereafter existing) at law, in
equity or under statute. Purchaser will not raise the defense of an adequate
remedy at law.

16.   CONFIDENTIALITY

      16.1. RESTRICTION

Neither party will disclose any Confidential Information received from the other
party, except as expressly provided in this Agreement. Each party will use the
Confidential Information received from the other party only for the purpose of
this Agreement.

      16.2. CARE

The receiving party must provide the same care to avoid disclosure or
unauthorized use of the Confidential Information as it provides to protect its
own similar proprietary information. All Confidential Information must be
retained by the receiving party in a secure place with access limited to only
those of the receiving party's employees, lenders or purchasers who need to know
that information for purposes of this Agreement and to third parties as the
disclosing party has consented to by prior written approval. Confidential
Information supplied is not to be reproduced in any form except as required to
accomplish the intent of this Agreement. Sprint Spectrum L.P. may disclose
relevant Confidential Information, subject to confidentiality terms

                  Sprint Confidential Information - RESTRICTED                26

<PAGE>

no less restrictive than those contained in this Agreement, to any entity (i)
for which it is building a wireless network, or (ii) for which it has an
obligation to associate the wireless network of the entity to the Sprint
Spectrum L.P. network. It is acknowledged by the parties that Purchaser will be
required to describe this Agreement in its filings pursuant to the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
and file this Agreement as an exhibit in filings thereunder; provided, Purchaser
will work with Sprint to allow Sprint to identify language it deems should
receive confidential treatment, and Purchaser will use its best efforts to
obtain confidential treatment from the Securities and Exchange Commission of
Schedule 1 and 2 attached hereto and any other language that Sprint identifies
as described herein.

      16.3. RETURN

All Confidential Information, unless otherwise specified in writing, must be
returned to the disclosing party or destroyed after the receiving party's need
for it has expired or upon request of the disclosing party, and, in any event,
within 10 days of termination of this Agreement. At the request of the
disclosing party, the receiving party will furnish a certificate of an officer
of the receiving party certifying that Confidential Information not returned to
disclosing party has been destroyed.

      16.4. LIMITATION

The parties agree that the term "Confidential Information" does not include
information which:

      (i)   has been published or is otherwise in the public domain through no
            fault of the receiving party;

      (ii)  prior to disclosure under this Agreement is properly within the
            legitimate possession of the receiving party;

      (iii) subsequent to disclosure under this Agreement is lawfully received
            from a third party having rights in the information without
            restriction of the third party's right to disseminate the
            information and without notice of any restriction against its
            further disclosure;

      (iv)  is independently developed by the receiving party through parties
            who have not had, either directly or indirectly, access to or
            knowledge of Confidential Information;

      (v)   is obligated to be produced under order of a court of competent
            jurisdiction or other similar requirement of a Governmental
            Authority, so long as the party required to disclose the information
            provides the other party with prior notice of the order or
            requirement.

      16.5. RELIEF

The limitations of liability in this Agreement do not apply to either party's
violations of this Section. If either party violates or threatens to violate
this Section, the other party may exercise any right or remedy under this
Agreement and any other right or remedy that it may have (now or hereafter
existing) at law, in equity or under statute. The parties agree that damages for
violations of this Section may be difficult to ascertain or inadequate and that
if either party violates or threatens to violate this Section, the other party
may suffer irreparable harm and therefore may seek injunctive relief in addition
to any other right or remedy under this

                  Sprint Confidential Information - RESTRICTED                27

<PAGE>

Agreement and any other right or remedy that it may have (now or hereafter
existing) at law, in equity or under statute.

      16.6. INFORMATION SECURITY

      (i)   To protect Sprint's Confidential Information from unauthorized use,
            including disclosure, loss or alteration, Purchaser will meet the
            Security Standards and (ii) inventory and test Security Standards
            before accepting Sprint's Confidential Information.

      (ii)  Upon Sprint's reasonable request, Purchaser will provide information
            to Sprint to enable Sprint to determine compliance with this Section
            16.6.

      (iii) Purchaser will promptly inform Sprint of any known or suspected
            compromises of Sprint's Confidential Information as a result of
            Purchaser's failure to comply with the Security Standards.

      (iv)  On a periodic basis, but in no event more than twice in any 12-month
            period, Sprint may, upon 10 days notice, perform a vulnerability
            assessment to determine Purchaser's compliance with the Security
            Standards. If Sprint has a reasonable basis to believe that
            Purchaser has breached or is likely to breach the Security
            Standards, Sprint may, upon 5 days notice, perform a vulnerability
            assessment, which assessment will be in addition to any assessment
            in the ordinary course.

      (v)   At Sprint's reasonable request, Purchaser will promptly cooperate
            with Sprint to develop a commercially reasonable plan to protect
            Sprint's Confidential Information from failures or attacks on the
            Security Standards, which plan will include prioritization of
            recovery efforts, identification of and implementation plans for
            alternative data centers or other storage sites and backup
            capabilities.

If Purchaser fails to meet the obligations in this Section 16.6, Sprint will
notify Purchaser of this failure as provided in this Agreement. Purchaser will
have 30 days from receiving that notice to correct the cause for such failure.
If Purchaser has failed to remedy the failure within this 30-day period, Sprint
has the right to terminate this Agreement as provided in Section 14.1
(Termination for Cause).

17.   ASSIGNMENT

Purchaser may not assign this Agreement without Sprint's prior written consent,
which consent may be granted or denied in Sprint's sole discretion. Any
assignment in violation of this provision is null and void. The permitted
assignment of this Agreement does not release the assignor from any of its
obligations under this Agreement.

Sprint will consent to the assignment of this Agreement in connection with the
sale or other transfer of the End User accounts if all Section 15 procedures are
followed, provided that Sprint is not obligated to consent to any assignment to
a strategic competitor of Sprint, Sprint Corporation or an Affiliate of each, as
determined by Sprint in its sole discretion.

18.   GENERAL PROVISIONS

      18.1. NOTICES AND INQUIRIES

Except as otherwise provided, all notices and inquiries be in writing and mailed
(certified or registered mail, postage prepaid, return receipt requested) or
sent by hand or overnight courier,

                  Sprint Confidential Information - RESTRICTED                28

<PAGE>

(with acknowledgment received by the courier), or by facsimile (with facsimile
acknowledgment) addressed as follows:

If to Purchaser:

         SmartServ, Inc.

         2250 Butler Pike,

         Suite 150

         Plymouth Meeting, PA 19462

         Attention: Timothy G.  Wenhold,

                    Executive V.P and COO


If to Sprint:

         Sprint Spectrum, L.P. (d/b/a Sprint)

         6180 Sprint Parkway

         KSOPHH0312 - 3A123

         Overland Park, KS 66251

         Attention: Vice President, Strategic Partners


With a copy to:

         Sprint Spectrum, L.P. (d/b/a Sprint)

         6450 Sprint Parkway

         Overland Park, KS 66251

         Attention: V.P., Law, Marketing and Sales


Any party may from time to time specify a different address by notice to the
other party. Any notice is considered given as of the date delivered.

      18.2. CONSTRUCTION

The definitions in this Agreement apply equally to both the singular and plural
forms of the terms defined. Whenever the context requires, any pronoun includes
the corresponding masculine, feminine and neuter forms. The words "include,"
"includes" and "including" are deemed to be followed by the phrase "without
limitation". Unless the context otherwise requires, any references to any
agreement, schedule or exhibit or to any other instrument or statute or
regulation are to it as amended and supplemented from time to time (and, in the
case of a statute or regulation, to any corresponding provisions of successor
statutes or regulations). Any reference in this Agreement to a "day" or number
of "days" is a reference to a calendar day or number of calendar days. If any
action or notice is to be taken or given on or by a particular calendar day, and
that calendar day is not a business day for Sprint or Purchaser then the action

                  Sprint Confidential Information - RESTRICTED                29

<PAGE>

or notice will be deferred until, or may be taken or given on, the next business
day. This Agreement will be construed simply according to its fair meaning and
not strictly for or against any party. No rule of construction requiring
interpretation against the draftsperson will apply in the interpretation of this
Agreement. Except as otherwise provided, if there are any inconsistencies
between any Schedule or Exhibit, and the body of this Agreement, the body of
this Agreement controls. If there are any inconsistencies between the Private
Label Operations Manual and this Agreement, this Agreement controls.

      18.3. INDEPENDENT CONTRACTORS

The parties do not intend to create any agency, partnership, joint venture or
other profit-sharing arrangement, landlord-tenant, or lessor-lessee
relationship, or any relationship other than seller-buyer. Purchaser will not
represent itself (i) as an agent or representative of Sprint or (ii) as a
purchaser of PCS Service in any way not specifically provided for herein. Each
party will be solely responsible for the payment of compensation, workers'
compensation, unemployment insurance and for withholding or paying employment
related taxes to or with respect to its own employees. Sprint will be solely
responsible for or entitled to the payment or receipt of any fees paid to or
received from third party service providers with respect to data, content or
services, if any.

      18.4. SURVIVAL

The provisions of this Agreement that by its content survive the termination of
this Agreement will survive the termination.

      18.5. HEADINGS

The article and other headings contained in this Agreement are for reference
purposes only and are not intended to describe, interpret, define, or limit the
scope, extent, or intent of this Agreement or any provision of this Agreement.

      18.6. SEVERABILITY

Every provision of this Agreement is intended to be severable unless expressly
indicated otherwise (e.g. see Section 2). If any term or provision of this
Agreement is illegal, invalid or unenforceable for any reason whatsoever, that
term or provision will be enforced to the maximum extent permissible so as to
effect the intent of the parties, and the illegality, invalidity or
unenforceability will not affect the validity or legality of the remainder of
this Agreement. If necessary to effect the intent of the parties, the parties
will negotiate in good faith to amend this Agreement to replace the
unenforceable language with enforceable language which as closely as possible
reflects the intent.

      18.7. GOVERNING LAW; EXCLUSIVE VENUE

This Agreement will be governed by and construed in accordance with the
procedural and substantive laws of the State of Kansas without giving effect to
its choice of law rules. Any cause of action or suit based upon or arising in
connection with this Agreement must be filed in Johnson County, Kansas (State
court) or Kansas City, Kansas (Federal Court).

      18.8. WAIVER OF JURY TRIAL

Each party waives its respective rights to a trial by jury of all claims or
causes of action (including counterclaims) related to or arising out of this
Agreement or the transactions

                  Sprint Confidential Information - RESTRICTED                30

<PAGE>

contemplated by this Agreement brought by any party against any other party.
This waiver applies to all subsequent amendments of this agreement.

      18.9. COUNTERPART EXECUTION

This Agreement may be executed in any number of counterparts with the same
effect as if each party had signed the same document. All counterparts will be
construed together and will constitute one agreement.

      18.10. ENTIRE AGREEMENT; AMENDMENTS

This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matters covered therein and supersede all prior
agreements, oral or written, and other communications between the parties
relating to the subject matter of this Agreement. Except as otherwise provided
in this Agreement, no amendment or modification of this Agreement will be valid
or binding upon the parties unless made in writing and signed by the duly
authorized representatives of both parties.

      18.11. PARTIES IN INTEREST; LIMITATION ON RIGHTS OF OTHERS

Except as otherwise provided in this Agreement, this Agreement is binding upon
and inure to the benefit of the parties hereto and their permitted successors
and assigns. Nothing in this Agreement, whether express or implied, will be
construed to give any person other than the parties any legal or equitable
right, remedy or claim under or in respect of this Agreement or any covenants,
conditions or provisions contained in this Agreement.

      18.12. WAIVERS; REMEDIES

The observance of any term of this Agreement may be waived (either generally or
in a particular instance and either retroactively or prospectively) by the party
entitled to enforce the term, but any waiver is effective only if in a writing
signed by the party against which the waiver is to be asserted. Except as
otherwise provided in this Agreement, no failure or delay of any party in
exercising any right under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right, or any abandonment or
discontinuance of steps to enforce the right, preclude any other or further
exercise thereof or the exercise of any other right.

      18.13. FORCE MAJEURE

If the performance of this Agreement is interfered with by any circumstance
beyond the reasonable control of the party affected, the party affected by the
force majeure is excused on a day-by-day basis to the extent of the
interference, if the party notifies the other party as soon as practicable of
the nature and expected duration of the claimed force majeure, uses all
commercially reasonable efforts to avoid or remove the causes of nonperformance
and resumes performance promptly after the causes have been removed. A "force
majeure" under this Section 18.13 includes (i) acts of God, such as fire, flood,
earthquake or other natural cause; (ii) terrorist events, riots, insurrections,
war or national emergency; (iii) strikes, boycotts, lockouts or other labor
difficulties, (iv) the lack of or inability to obtain permits or approvals,
necessary labor, materials, energy, components or machinery, telecommunication
line facilities or MDNs, and (v) judicial, legal or other action of any
Governmental Authority.

                  Sprint Confidential Information - RESTRICTED                31

<PAGE>

      18.14. DISCLOSURE

All media releases and public announcements or disclosures by either party
relating to this Agreement, its subject matter or the purpose of this Agreement
are to be coordinated with and consented to by the other party in writing prior
to the release thereof.

      18.15. COMPLIANCE WITH LAWS

Either party will comply with all applicable material federal, state, county and
local laws, rules, regulations and orders that apply to it, its operations and
facilities.

This Agreement made as of the date first written above.

SPRINT SPECTRUM, L.P.                                SMARTSERV ONLINE, INC.

By: /s/ David Bottoms                                By: /s/ Timothy G. Wenhold
   ---------------------------------------              -----------------------
Name:   David Bottoms                                Name:   Timothy G. Wenhold
Title:  Vice President, Strategic Partners           Title:  EVP/COO
Date:   11/5/04                                      Date:   11/5/04

                  Sprint Confidential Information - RESTRICTED                32

<PAGE>

                                                                    Schedule 1.0


               [Intentionally Omitted - Confidential Information]


                  Sprint Confidential Information - RESTRICTED

<PAGE>
                                                                    Schedule 2.0


               [Intentionally Omitted - Confidential Information]


                  Sprint Confidential Information - RESTRICTED

<PAGE>


                                                                       Exhibit A

                            FORM OF LETTER OF CREDIT


                                [Bank Letterhead]
                      IRREVOCABLE STANDBY LETTER OF CREDIT

                             __________________,2004

                       Letter of Credit No. _____________


Sprint Spectrum L.P.
6180 Sprint Parkway
KSOPHH0316 - 3A826
Overland Park, KS 66251
Attention:  Michael Gardner
            Manager, Strategic Partners


Re: Irrevocable Letter of Credit No.___________


Ladies and Gentlemen:

      At the request of and for the account of our customer
_________________________ [INSERT NAME OF customer] ("Account Party"), we
("Bank") hereby establish in your favor this Irrevocable Standby Letter of
Credit No. ______________ ("Letter of Credit"). This Letter of Credit is issued
to you in connection with the Private Label PCS Services Agreement ("Agreement")
between you and the Account Party dated ________, 2004. This Letter of Credit
authorizes you to draw on Bank an amount not exceeding in the aggregate of U.S.
$__________ ("Stated Amount"). Partial drawings are permitted under this Letter
of Credit.

      This Letter of Credit automatically terminates on the earliest to occur
("Expiration Date") of the following:

      (i)   _______________ [INSERT A TERM THAT IS TWO YEARS AFTER THE EFFECTIVE
            DATE AS DEFINED IN THE AGREEMENT], except that on each _________
            [INSERT A DATE THAT IS 30 DAYS PRIOR TO THE PREVIOUSLY INSERTED DAY
            AND MONTH] ("Renewal Date") that date is automatically extended to
            _________________ [INSERT THE SAME DAY AND MONTH OF THE FIRST
            INSERTION] of the succeeding year, unless Bank has delivered to you
            at the address to which this Letter of Credit is addressed on or
            prior to the Renewal Date, a notice of non-renewal or
            non-replacement stating the expiration date of the Letter of Credit
            and Bank's intention not to renew past that date ("Non-renewal
            Notice");

      (ii)  120 days after the expiration of the applicable phase-out period
            under the Agreement; or

      (iii)the day on which this Letter of Credit is surrendered by you to Bank.


                  Sprint Confidential Information - RESTRICTED

<PAGE>

      Subject to the other provisions of this Letter of Credit, you may obtain
the funds available under this Letter of Credit by presentment to Bank of your
sight draft drawn on Bank, marked "Drawn under Irrevocable Standby Letter of
Credit No. ____________ dated ______________", dated within _________ days of
your presentment to Bank and accompanied by the following documentation:

      (i) in case of non-payment, a signed certificate by Sprint Spectrum L.P.
dated within _________ days of your presentment to Bank ("Non-payment
Certificate") stating the following and accompanied by a copy of the applicable
invoices:

      o     a payment default has occurred under the Agreement; and

      o     written notice of the applicable payment default has been provided
            by Sprint Spectrum L.P. to the Account Party in accordance with the
            Agreement; and

      o     the invoices for services provided in the ordinary course of
            business accompanying the Certificate have been presented to the
            Account Party and have not been paid by the Account Party in full
            when due; and

      o     a demand for payment of $________ in immediately available funds is
            made, which amount does not exceed the unpaid portion of the
            invoices accompanying the Certificate; and

      o     a copy of this Non-payment Certificate is being furnished by Sprint
            Spectrum L.P. to the Account Party concurrent with presentment to
            the Bank.

      (ii) in case of receipt by you from Bank of a Non-renewal Notice; a signed
certificate by Sprint Spectrum L.P. dated within _________ days of your
presentment to Bank ("Non-renewal Certificate") stating the following and
accompanied by a copy of the Non-Renewal Notice:

      o     that you received from Bank a Non-Renewal Notice; and

      o     a demand for payment of the Stated Amount minus any partial drawings
            that have not been replenished by Account Party.

      This Letter of Credit is governed by and construed in accordance with the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication 500 ("UCP"), and, to the extent
not inconsistent therewith, the laws of the State of Kansas. Notwithstanding
anything to the contrary in Article 45 of the UCP, this Letter of Credit remains
in full force and effect until it expires in accordance with its terms.

      Your sight draft accompanied by the Non-payment Certificate or the
Non-renewal Certificate and a copy of the applicable documentation presented on
or before the Expiration Date and in compliance with the terms and conditions of
this Letter of Credit at Bank's address at ___________________ [Insert Bank
address] will be honored by Banks' payment to you in immediately available
funds. If the required document is presented at Bank's address before 1:00 p.m.,
____ time, Bank's payment will be made no later than 1:00 p.m., ____ time the
next business day; otherwise payment will be made no later than 1:00 p.m. on the
second following business day.

Very Truly Yours____________________


                  Sprint Confidential Information - RESTRICTED

<PAGE>

a ______________


By:
    --------------------------
Name:
      ------------------------
Its:
     -------------------------


                  Sprint Confidential Information - RESTRICTED