VIRGINIA PCS ALLIANCE, L.C.


                              FINANCIAL STATEMENTS


                                December 31, 1998







<PAGE>
                                    Contents


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INDEPENDENT AUDITOR'S REPORT                                              1
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FINANCIAL STATEMENTS

   Balance sheets                                                     2 - 3

   Statements of operations                                               4

   Statements of members' equity (deficit)                                5

   Statements of cash flows                                           6 - 7

   Notes to financial statements                                     8 - 12

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<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Management Committee
Virginia PCS Alliance, L.C.
Waynesboro, Virginia

We have audited the accompanying  balance sheets of Virginia PCS Alliance,  L.C.
as of December  31, 1998 and 1997,  and the related  statements  of  operations,
members'  equity  (deficit),  and cash  flows for the years  then  ended.  These
financial  statements are the responsibility of the Alliance's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Virginia PCS Alliance,  L.C. as
of December 31, 1998 and 1997,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.


                                                     /s/ McGladrey & Pullen, LLP
Richmond, Virginia
February 12, 1999

                                       1
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS (Note 2)                                                                            
                                                                               1998             1997
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>             
Current Assets
   Cash and cash equivalents                                             $         59,814 $        159,082
   Accounts receivable, net of allowance of $194,958 in 1998                      944,845           98,872
   Inventories                                                                  2,271,572          858,770
   Prepaid expenses                                                               371,924          243,792
                                                                         ----------------------------------

              Total current assets                                              3,648,155        1,360,516
                                                                         ----------------------------------

Subordinated Capital Certificates                                               3,838,366        1,073,064
                                                                         ----------------------------------

Property and Equipment
   Land and building                                                            1,220,533          174,151
   Network plant and equipment                                                 63,311,713       23,342,861
   Furniture, fixtures, and other equipment                                     4,057,770        4,297,564
   Radio spectrum licenses                                                     32,714,384       22,658,469
                                                                         ----------------------------------

              Total in service                                                101,304,400       50,473,045


   Under construction                                                           2,565,479       29,251,056
                                                                         ----------------------------------

                                                                              103,869,879       79,724,101

   Less accumulated depreciation                                                7,257,206          736,763
                                                                         ----------------------------------
                                                                               96,612,673       78,987,338
                                                                         ----------------------------------

Other Assets
   Radio spectrum licenses                                                             -        10,040,657
   Other                                                                          216,705          698,218
                                                                         ----------------------------------
                                                                                  216,705       10,738,875
                                                                         ----------------------------------
                                                                         $    104,315,899 $     92,159,793
                                                                         ==================================
</TABLE>
See Notes to Financial Statements.

                                                     2
<PAGE>
<TABLE>
<CAPTION>

LIABILITIES AND MEMBERS' EQUITY (DEFICIT)                                                  
                                                                               1998             1997
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>             
Current Liabilities
   Accounts payable                                                      $      2,392,739 $      6,512,713
   Due to affiliates (Note 6)                                                   2,260,982          660,383
   Dividends payable (Note 3)                                                     229,138          229,142
   Customer deposits                                                               56,187            2,700
   Advance billings                                                                71,518           26,906
   Accrued construction costs                                                   6,044,812       26,759,907
   Accrued interest                                                               726,992          594,586
   Accrued payroll                                                                150,515            2,045
   Accrued taxes                                                                   35,878               -
   Other accrued liabilities                                                       22,129           13,484
                                                                         ----------------------------------

              Total current liabilities                                        11,990,890       34,801,866
                                                                         ----------------------------------

Long-Term Debt (Note 2)                                                        90,301,358       34,722,382
                                                                         ----------------------------------

Redeemable Series A Preferred Membership Interests (Note 3)                    14,345,128       13,542,076
                                                                         ----------------------------------

Commitments (Note 5)

Members' Equity (Deficit) (Note 4)
   Series B preferred membership interests                                     10,860,376        8,320,000
   Common membership interests                                                (23,181,853)         773,469
                                                                         ----------------------------------
                                                                              (12,321,477)       9,093,469
                                                                         ----------------------------------





                                                                         $    104,315,899 $     92,159,793
                                                                         ==================================
</TABLE>

                                                     3

<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


STATEMENTS OF OPERATIONS
Years Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>

                                                                                 1998               1997
---------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>              <C>              
Operating revenues:
   Subscriber revenue                                                       $      1,738,543 $          72,519
   Wholesale revenue                                                               2,175,733             2,400
   Equipment sales                                                                   730,356            43,552
                                                                            -----------------------------------
                                                                                   4,644,632           118,471
                                                                            -----------------------------------

Operating expenses:
   Cost of goods sold                                                              3,009,537           315,017
   Maintenance and support                                                         5,166,427           756,992
   Depreciation and amortization                                                   7,040,676           685,826
   Customer operations                                                             5,729,097         1,444,291
   Corporate operations                                                            2,111,408           234,154
                                                                            -----------------------------------
                                                                                  23,057,145         3,436,280
                                                                            -----------------------------------

              Loss before interest and preferred dividends                       (18,412,513)       (3,317,809)

Interest expense:
   Senior credit facility                                                          4,131,445           163,067
   Redeemable preferred interest                                                   1,870,988           471,119
                                                                            -----------------------------------
              Net loss                                                      $    (24,414,946)$      (3,951,995)
                                                                            ===================================
</TABLE>

See Notes to Financial Statements.
                                                        4
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
                                                              Series B
                                                              Preferred       Common
                                                              Membership      Membership
                                                              Interests       Interests        Total
-----------------------------------------------------------------------------------------------------------

<S>                                                        <C>             <C>             <C>            
Balance as of December 31, 1996                            $     7,820,000 $     3,601,950 $    11,421,950
   Capital contributions                                                -        1,638,050       1,638,050
   Issuance costs                                                       -          (14,536)        (14,536)
   Conversion of Common Membership Interests
      to Series B Preferred Membership Interests                   500,000        (500,000)             -
   Net loss                                                                     (3,951,995)     (3,951,995)
                                                           ------------------------------------------------
Balance as of December 31, 1997                                  8,320,000         773,469       9,093,469
   Capital contributions                                         2,540,376         459,624       3,000,000
   Net loss                                                             -      (24,414,946)    (24,414,946)
                                                           ------------------------------------------------
Balance as of December 31, 1998                            $    10,860,376 $   (23,181,853)$   (12,321,477)
                                                           ================================================

See Notes to Financial Statements.
</TABLE>



                                                     5
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
                                                                                  1998             1997
-------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>              
Cash Flows From Operating Activities
   Net loss                                                                  $   (24,414,946)$     (3,951,995)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation                                                                 6,527,202          634,568
      Amortization                                                                   513,474           51,258
      Changes in assets and liabilities:
        (Increase) in:
           Accounts receivable                                                      (845,973)         (98,872)
           Inventories                                                            (1,412,802)        (858,770)
           Prepaid expenses                                                         (128,132)        (243,792)
        Increase (decrease) in:
           Accounts payable, trade                                                (4,119,974)       1,811,698
           Advance billings and customer deposits                                     98,099           29,606
           Accrued interest                                                          132,406          163,067
           Accrued dividends on Series A Preferred Membership Interests              771,087          415,398
           Other accrued liabilities                                                 192,993         (51,634)
                                                                             ---------------------------------
              Net cash used in operating activities                              (22,686,566)      (2,099,468)
                                                                             ---------------------------------
Cash Flows From Investing Activities
   Purchase of property and equipment                                            (34,826,975)     (23,531,184)
   Purchase of radio spectrum licenses                                                    -        (1,927,154)
   Increase in deferred charges                                                           -          (473,575)
                                                                             ---------------------------------
              Net cash used in investing activities                              (34,826,975)     (25,931,913)
                                                                             ---------------------------------
Cash Flows From Financing Activities
   Capital contributions, net                                                      3,000,000        1,623,514
       Advances from affiliates                                                    1,600,599          127,080
   Borrowings on revolving credit agreements, net                                    273,024        1,881,695
   Proceeds from long-term borrowings                                             52,540,650       20,609,405
                                                                             ---------------------------------
              Net cash provided by financing activities                           57,414,273       24,241,694
                                                                             ---------------------------------
              Net decrease in cash                                                   (99,268)      (3,789,687)
Cash:
   Beginning                                                                         159,082        3,948,769
                                                                             ---------------------------------
   Ending                                                                    $        59,814 $        159,082
                                                                             =================================

                                   (Continued)

</TABLE>

                                                       6
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


STATEMENTS OF CASH FLOWS  (Continued )
Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
                                                                                 1998              1997
--------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>             <C>             
Supplemental Schedule of Noncash Investing
   and Financing Activities
   Noncash increases in radio spectrum licenses consisting primarily of
          accrued interest                                                   $             - $        431,519
                                                                             =================================

   Noncash increases in property and equipment consisting primarily of of
     accrued construction costs, accounts payable, accrued
     dividends, and capitalization of other intangible costs                 $     6,044,812 $     26,808,718
                                                                             =================================

   Subordinated capital certificates acquired by long-term
       borrowings                                                            $     2,765,302 $      1,073,064
                                                                             =================================

   Conversion of Common Membership Interests to Series B Preferred
      Membership Interests                                                   $             - $        500,000
                                                                             =================================

Supplemental Disclosure of Cash Flow Information
   Cash payments for interest                                                $     4,419,430 $        517,490
                                                                             =================================

   Cash payments for redeemable preferred interest                           $     1,099,896 $        870,754
                                                                             =================================
</TABLE>

See Notes to Financial Statements.


                                                       7
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1. Significant Accounting Policies

The Virginia PCS Alliance,  L.C.  ("Alliance") was organized in 1994 pursuant to
the provisions of the Virginia Limited  Liability  Company Act. The Alliance was
formed to fund,  establish  and  operate a business to design,  construct,  own,
operate  and  maintain a  personal  communications  system to  provide  personal
communications  services  ("PCS") in central  and western  Virginia.  Operations
commenced  during  September  1997,  prior  to  which  the  Alliance  was in the
development  stage. Its major activities  through September 1997 were limited to
acquiring PCS radio  spectrum  licenses,  designing and  constructing a personal
communications system and obtaining equity capital.

CFW Wireless Inc., a wholly-owned  subsidiary of CFW Communications  Company, is
responsible  for managing and operating  the Alliance  pursuant to the terms and
conditions  of the service  agreement  and within the  framework of the approved
operating and capital business plan.

The following is a summary of the Alliance's significant accounting policies:

   Accounting  estimates:  The preparation of financial statements in conformity
   with generally accepted  accounting  principles  requires  management to make
   estimates  and  assumptions  that affect the  reported  amounts of assets and
   liabilities  and disclosure of contingent  assets and liabilities at the date
   of the financial statements and the reported amounts of revenues and expenses
   during  the  reporting  period.   Actual  results  could  differ  from  those
   estimates.

   Cash and cash  equivalents:  The Alliance  considers  all highly  liquid cash
   investments  with a  purchased  maturity  of three  months or less to be cash
   equivalents.  At times such investments may be in excess of federally-insured
   amounts.

   Inventories:  Inventories  include PCS telephone  equipment held for sale and
   are stated at the lower of average cost or market.

   Property  and  equipment:  Property  and  equipment  is  stated  at cost  and
   depreciated using the straight-line method over their estimated useful lives.
   Buildings are  depreciated  over a 50 year life.  Network plant and equipment
   are  depreciated  over  various  lives  ranging  from 5 to 17 years,  with an
   average life of approximately 10 years for the category.  Furniture, fixtures
   and other equipment are  depreciated  over various lives ranging from 3 to 24
   years.  Radio spectrum  licenses,  which are for areas where the licenses are
   being used in operations, are amortized over a life of 40 years. The Alliance
   includes  radio  spectrum  licenses in other assets  until such  licenses are
   placed in service. Assets under construction represent costs incurred for the
   construction of cell sites, including allocated overhead costs.

   Revenue  recognition:  The Alliance earns revenue by providing  access to and
   usage of its  personal  communications  network.  Local  service  and airtime
   revenues are  recognized  as services are  provided.  Wholesale  revenues are
   earned by providing  switch access and other  switching  services,  including
   roamer management, to other wireless carriers.  Wholesale prices are based on
   actual annual fixed and variable  costs.  Other revenues for equipment  sales
   are  recognized  at the point of sale.  Handset  equipment  is sold at prices
   below cost.  Prices are based on the service  contract  period.  The Alliance
   recognizes the entire cost of the handsets at the point of sale,  rather than
   deferring such costs over the service contract period.

                                       8
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 1. Significant Accounting Policies (Continued)

   Fair value of financial instruments: The fair values of financial instruments
   recorded  on the  balance  sheets are not  significantly  different  than the
   carrying amounts.

   Income  taxes:  The  Alliance  is  treated  as a  partnership  for income tax
   purposes.  The Internal  Revenue Code and applicable  state statutes  provide
   that income and expenses of a partnership  are not  separately  taxable,  but
   rather accrue directly to the members as provided by agreement.  Accordingly,
   no provision for federal or state income taxes has been made in the financial
   statements.

   Financial  statement  classifications:  Certain amounts on the 1997 financial
   statements  have been  reclassified,  with no effect on net loss or  members'
   equity (deficit) to conform with classifications adopted in 1998.


Note 2. Long-Term Debt

Long-term debt consists of the following as of December 31:

                                                  1998             1997
                                           -----------------------------------
Vendor Supported Loan                      $     71,139,502 $      21,461,313
Supplemental Loan                                 5,627,763
Line of Credit                                    2,154,719         1,881,695
U. S. Department of the Treasury,  FCC           11,154,374        11,154,374
Other                                               225,000           225,000
                                           -----------------------------------
                                           $     90,301,358 $      34,722,382
                                           ===================================

In September 1996, the Alliance  entered into two 7.00%  installment  notes with
the Federal Communications Commission ("FCC") related to licenses awarded in the
PCS radio spectrum Block "C" auction. Interest only is payable quarterly through
September  30, 2002.  Commencing  December 31, 2002,  principal  and interest is
payable in equal quarterly  installments of $805,341  through June 30, 2006. The
entire unpaid principal  amount,  together with accrued and unpaid interest,  is
due September 17, 2006 ("Maturity Date").

In July 1997,  the Alliance  entered into an $89.0 million Senior Secured Credit
Facility with the Rural Telephone Financing Cooperative ("RTFC" or "Lender") and
Motorola,  Inc.  ("Vendor").  The available facilities consist of a 10-year term
loan ("Vendor  Supported  Loan") in the amount of $75.0 million,  a 10-year term
loan  ("Supplemental  Loan")  in the  amount  of  $10.0  million,  and a  5-year
revolving line of credit loan ("Line of Credit") in the amount of $4.0 million.

The  Vendor  Supported  Loan is to  finance  up to $71.25  million  of  Motorola
supplied PCS equipment  and  engineering  services,  nonvendor  related  capital
expenditures, microwave relocation expenses and working capital, and to purchase
up to $3.75 million of RTFC  subordinated  capital  certificates  ("SCCs").  The
Supplemental Loan is to finance up to $9.5 million of  nongovernment-funded  PCS
license costs,  microwave  relocation  expenses,  non-Motorola  related  capital
expenditures  and working  capital,  and to purchase up to $0.5  million of RTFC
SCCs.

                                       9
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 2. Long-Term Debt (Continued)

The RTFC SCCs are nonmarketable securities and are stated at historical cost. As
the RTFC loans are repaid,  the SCCs will be refunded  through a cash payment to
maintain a 5% SCCs-to-outstanding loan balance ratio.

Interest  only is  payable  through  four  years for the  Vendor  Supported  and
Supplemental  Loans.  After this time,  principal is payable in equal  quarterly
installments, plus accrued interest, with 10% of the principal due in year five,
15% due per year in years  six and  seven,  and 20% due per year in years  eight
through ten.

As borrowings  occur, the Alliance can choose between several fixed and variable
rate  interest  options.  The variable  interest  rate in effect on the nonfixed
portions of the Vendor Supported and Supplemental Loans at December 31, 1998 and
1997 was 6.60% and 7.15%, respectively.  In January 1998, the Alliance converted
$15.0 million of the Vendor  Supported Loan to a fixed rate of 7.25%.  This rate
is in effect  until  January  2003,  at which  time the loan will  revert to the
variable rate. In September  1998, the Alliance  converted  $27.0 million of the
Vendor  Supported  Loan to a fixed rate of 6.55%.  This rate is in effect  until
September 2001, at which time the loan will revert to the variable rate.

The  credit  facility  includes  a line of credit to  supplement  the  Alliances
general  short-term cash  requirements.  Under this  agreement,  the Alliance is
required to reduce its outstanding  balance to zero each year for a period of at
least five consecutive business days. The interest rate on the Line of Credit is
the RTFC's  standard  monthly quoted line of credit rate plus 0.5%. The interest
rate in effect on the Line of Credit at December 31, 1998 and 1997 was 7.20% and
7.75%, respectively.

All of the Alliance's  present and future assets are pledged as security for the
RTFC loans.  In  addition,  each  member of the  Alliance  has  entered  into an
irrevocable unsecured pro rata guaranty with the RTFC for up to $36.5 million in
the  aggregate.  As additional  credit  support for the Vendor  Supported  Loan,
Motorola  has entered  into a guaranty  agreement  with the RTFC for up to $52.5
million of the Alliance's  outstanding  indebtedness  under the Vendor Supported
Loan.

The loan agreements contain various  restrictive  covenants,  including negative
covenants, related to additional indebtedness,  payment of dividends, redemption
of membership  interests and payment of management  fees.  The  agreements  also
contain  financial  covenants  related to cash flows,  population  coverage  and
number of subscribers.

There are no long-term debt  maturities for 1999 and 2000.  Maturities for 2001,
2002  and 2003  are  $3,838,363,  $10,206,048,  and  $14,089,138,  respectively.
Interest costs in 1998 were approximately $4.5 million of which $4.1 million was
expensed  and  $0.4  million  was  capitalized.  Interest  costs  in  1997  were
approximately  $1.1  million of which $0.2 million was expensed and $0.9 million
was capitalized.

                                       10

<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 3. Series A Preferred Membership Interests

The Series A Preferred  Membership  Interests consists of 1,294,000 units issued
on December  30, 1996 at $10.00 per unit (stated  value).  Total  proceeds  were
$12,940,000 before issuance costs.  These units are entitled to cumulative,  but
not compounded,  cash  distributions  at 8.5% per annum.  This amount is payable
quarterly  for five years from the date  contributed,  at which time a "true up"
amount is payable for the difference  between an amount  computed based on a 14%
compounded  annualized rate of return and the cumulative  amount described above
at 8.5%.  At  December  31,  1998  and  1997,  accrued  current  dividends  were
approximately  $229,000  for each  date and  accrued  "true up"  dividends  were
approximately $1,501,000 and $730,000, respectively. Accrued "true up" dividends
are included on the balance sheet with "Redeemable Series A Preferred Membership
Interests."

At any time after the fifth anniversary of the capital  contribution  date, each
Series A Preferred  Member may put all, but not less than all, of its  Preferred
Series A Membership  Interest to the Alliance in exchange for cash equivalent to
the stated  value,  plus any  accrued  distributions.  If such put takes  place,
additional  Common  Membership  Interests may be acquired at $10.00 per unit for
88.1% of the put amount by CFW  Communications  Company and for 11.9% of the put
amount by R&B Communications, Inc., both Common Members.

For any Series A Preferred  Membership  Interests  not put to the Alliance as of
the fifth anniversary date as well as any "true up" amounts due, the annual cash
distribution  rate will be changed  to the  lesser of 7% or LIBOR  plus  1-1/2%,
payable quarterly.  After ten years from the Series A capital contribution date,
the  Alliance  may  redeem at any  time,  any or all of the  Series A  Preferred
Membership  Interests  still  outstanding,  at the Stated Value plus any accrued
distributions.


Note 4. Members' Equity (Deficit)

Members'  equity  (deficit)  consists  of the  following  classes of  membership
interests:

   Series B Preferred  Membership  Interests:  This  consists  of 782,000  units
   issued on September 30, 1996 at $10.00 per unit (stated value),  50,000 units
   converted  from Common  Units on August 27,  1997 at $10.00 per unit  (stated
   value),  and  115,471.6  units  issued on  January 6, 1998 at $22.00 per unit
   (stated value). Dividends are payable beginning after the tenth year from the
   capital  contribution  date  at 8%  per  annum,  payable  quarterly  and  are
   cumulative,  but not  compounded.  After the  fourth  year  from the  capital
   contribution  date, the Series B units are convertible into Common Membership
   Interests on a unit-for-unit basis.

   Common  Membership   Interests:   Common  membership   interests  consist  of
   approximately 406,000 Common Units.  Additional future cash contributions may
   be required from the Common Members on the same terms and conditions of their
   initial  Capital  Contribution.  If any  Common  Member  fails  to  make  the
   additional  contributions,  their  existing  capital  account  balance may be
   redeemed at 25% and amounts  forfeited would be allocated among the remaining
   Common Members.

                                       11
<PAGE>

VIRGINIA PCS ALLIANCE, L.C.


NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Note 4. Members' Equity (Deficit) (Continued)

   Equity Subscriptions: The members entered into equity subscription agreements
   that obligates them to contribute  additional  equity of $15.0 million in the
   aggregate.  The remaining additional equity contributions are scheduled to be
   contributed  equally  over  three  years  beginning  in  January  1999.  Such
   contributions  shall be for the  purchase,  at fair market  value,  of Common
   Membership or Series B Preferred Membership units.

In  January  1999,  the  members  contributed  $5.0  million  to  the  Alliance,
purchasing 34,820 Common Units for $0.8 million and 192,452.7 Series B Preferred
Membership Units for approximately $4.2 million.


Note 5. Commitments

Leases:  The Alliance leases property for cell site locations and retail stores.
Leases for cell site  locations  vary in term from five to twenty years.  Leases
for retail store  locations vary in term from three to five years.  Certain cell
site  location  leases have been prepaid and are being  amortized on a straight-
line basis over the total lease term.  Total annual lease  expense for the years
ended  December 31, 1998 and 1997 was  approximately  $1,169,000  and  $212,000,
respectively.  The total  amount  committed  under  these  lease  agreements  is
$945,437 in 1999, $938,935 in 2000, $902,654 in 2001, $685,788 in 2002, $329,139
in 2003 and $1,960,106 for the years thereafter.

Equipment:  The Alliance had outstanding  purchase  commitments of approximately
$6.0 million at December 31, 1998.


Note 6. Related Party Transactions

All transactions of the Alliance are administered by the managing  partner.  CFW
Wireless,  a subsidiary of CFW  Communications  Company provided,  in accordance
with the service contract, engineering, construction, sales management, billing,
and other general and  administrative  services to the Alliance in the amount of
$2,012,684 in 1998 and $1,757,204 in 1997. Of the total 1998 charges, $1,682,125
($815,899 in 1997) was expensed and $330,559 ($941,305 in 1997) was capitalized.
CFW  Communications  Company also provided  certain  corporate  services for the
Alliance in the amount of $2,313,062 in 1998 and $336,650 in 1997. In 1998,  all
corporate  services  were  expensed.  Of the total 1997  charges,  $161,281  was
expensed  and  $175,369  was  capitalized  during the  construction  and startup
period.  Corporate services include  executive,  finance,  accounting,  customer
care,  human  resources,  information  management and marketing  services.  Such
services are charged to the Alliance at cost. In addition,  the managing partner
advances funds to the Alliance to cover  expenditures  incurred.  These advances
are included in due to affiliates in the accompanying balance sheets.

Switch access and  switching  services are provided at cost to the West Virginia
PCS Alliance  L.C. and the Virginia  RSA6  Cellular  Limited  Partnership,  both
affiliated  through  common  ownership and  management.  Such services have been
recorded as  wholesale  revenue and  totaled  $1,639,595  in 1998 and $47,400 in
1997.



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