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                                                                   EXHIBIT 10(J)
                              CONFIDENTIAL TREATMENT REQUESTED BY POWERTEL, INC.


                              AMENDMENT NUMBER 1 TO

                              ACQUISITION AGREEMENT
              ERICSSON CMS 40 PERSONAL COMMUNICATION SYSTEMS (PCS)
                                 BY AND BETWEEN

                                  ERICSSON INC.
                                       AND
                                 POWERTEL, INC.

This Amendment Number 1 ("Amendment") to the Acquisition Agreement for Ericsson
CMS 40 Personal Communication System (PCS), Number 9109 (as amended hereby,
together with all attachments, the "Agreement") by and between Ericsson Inc.
("SELLER") and Powertel PCS, Inc. (f/k/a InterCel PCS Services, Inc.) is
effective as of September 2nd, 1997. Powertel PCS, Inc. and its Affiliates are
referred to herein as "PURCHASER." The Agreement is amended as set forth below.

ARTICLE 1         PURCHASE COMMITMENT

1.       The "Kentucky and Tennessee BTAs" are defined as:

                  Bowling Green-Glasgow, KY [#052]; 
                  Clarksville, TN /Hopkinsville, KY [#083]; 
                  Cookeville, TN [#096]; 
                  Corbin, KY [#098]; 
                  Evansville, IN [#135]; 
                  Knoxville, TN [#232];
                  Lexington, KY [#252]; 
                  Louisville, KY [#263]; 
                  Madisonville, KY [#273]; 
                  Nashville, TN [#314]; 
                  Owensboro, KY [#338];
                  Paducah-Murray-Mayfield, KY [#339]; and 
                  Somerset, KY [#423].

                  Unless stated otherwise, the Kentucky and Tennessee BTAs
                  together comprise one (1) Market.

2.       Amend the Agreement Article 1.29 as follows:

         a)       DELETE: "... except as modified or clarified in the September
                  17, 1995 Request for Quotation ("RFQ"), issued by Purchaser,
                  SELLER's October 17, 1995 response to the RFQ, and the
                  Requests for Clarifications and Responses thereto set forth as
                  Attachment N."

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         b)       REPLACE WITH: "...except as modified or clarified in the
                  September 17, 1995 Request for Quotation ("RFQ") or the May 8,
                  1997 Request for Quotation ("RFQII") issued by PURCHASER,
                  SELLER's October 17, 1995 response to the RFQ, SELLER's June
                  9, 1997 response to RFQII, PURCHASER's Requests for
                  Clarifications of SELLER's responses to the RFQ and RFQII, and
                  SELLER's Responses PURCHASER's Requests for Clarifications, as
                  set forth in Attachment N."

3.       Upon the terms and conditions as set forth in the Agreement and the
         Amendment, PURCHASER hereby agrees to purchase from SELLER, and SELLER
         hereby agrees to sell to PURCHASER for installation and operation in
         the Atlanta, Birmingham, Jacksonville, and Memphis/Jackson MTAs and the
         Kentucky and Tennessee BTAs, or such other markets or locations as
         PURCHASER may specify, the Initial Configuration of the System,
         including the Equipment, Software, Installation and any Documentation
         ordered therefor, OSS, as well as any other services described in the
         Agreement as may be ordered by PURCHASER as part of the Initial
         Configuration. SELLER shall render such services provided that
         PURCHASER is in compliance in all material respects with its
         obligations and requirements under the Agreement and Amendment. The
         parties shall mutually agree to a schedule for buildout of the Kentucky
         and Tennessee BTAs.

4.       Amend the Agreement Article 2.2 as follows:

         a)       DELETE: "... under the same terms and conditions as set forth
                  herein, ..."

         b)       REPLACE WITH: "...under the terms and conditions set forth in
                  the Agreement."

5.       Amend the Agreement Article 2.3, "Scope of Agreement," as follows:

         a)       DELETE: "...PURCHASER would utilize SELLER as the exclusive
                  PCS 1900 Equipment provider for a term of 3 years for the
                  Atlanta MTA as well as the three MTAs, as set forth more fully
                  below..."

         b)       REPLACE WITH: "...PURCHASER would utilize SELLER as the
                  exclusive PCS 1900 Equipment provider for the Birmingham,
                  Memphis/Jackson, Jacksonville, and Atlanta MTAs and for the
                  Kentucky and Tennessee BTAs, as set forth more fully below..."

         c)       DELETE: "...The term of exclusivity would run independently
                  for each MTA, and would commence six (6) months prior to the
                  date of Acceptance for such MTA, as set forth in Article 9,
                  and end three (3) years thereafter..."

         d)       REPLACE WITH: "...The term of exclusivity would run
                  simultaneously for the Birmingham, Memphis/Jackson,
                  Jacksonville, and Atlanta MTAs and for the Kentucky and
                  Tennessee BTAs, and would commence on March 4, 1996, and end
                  on December 31, 2001..."

         e)       DELETE: "PURCHASER's grant of exclusivity is conditioned upon
                  SELLER continuing to make available to PURCHASER sufficient
                  quantities of PCS 1900 equipment, under the terms and
                  conditions of this Agreement, to meet PURCHASER's needs in all
                  of the MTAs."

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         f)       REPLACE WITH: "PURCHASER's grant of exclusivity is conditioned
                  upon SELLER continuing to make available to PURCHASER
                  sufficient quantities of PCS 1900 equipment, under the terms
                  and conditions of the Agreement to meet PURCHASER's needs in
                  all of the MTAs and the Kentucky and Tennessee BTAs."

6.       Agreement Article 2.4 is deleted and replaced by the following:

                  "In addition to the requirements of Section 2.3 above,
                  PURCHASER's grant of exclusivity shall automatically terminate
                  in the event that SELLER fails to meet the 31 August 1998
                  commercial in-service date for the Initial Configuration for
                  the Kentucky and Tennessee BTAs. In addition, the grant of
                  exclusivity will automatically terminate (i) if the SELLER is
                  in default of any material term of the Agreement, the
                  Financing Agreement or the Preferred Stock Agreement and fails
                  to cure such default within ten (10) days written notice of
                  such default; (ii) upon termination of this Agreement or
                  Amendment as provided in Article 24; or (iii) any claim by
                  SELLER of force majeur under Article 10.3 hereto."

                  In the event that SELLER fails to meet the commercial
                  in-service date for the Kentucky and Tennessee BTAs,
                  exclusivity shall remain in effect for the Birmingham,
                  Memphis/Jackson, Jacksonville, and Atlanta MTAs according to
                  the terms of the Acquisition Agreement dated 4 March 1996.

7.       Agreement Article 3 is deleted and replaced by the following:

                  "ARTICLE 3     TERM OF AGREEMENT

                  This Agreement shall commence 4 March 1996 and continue until
                  31 August 2002 (hereinafter, the "Term") unless terminated on
                  an earlier date as provided herein, except as to those
                  provisions which by their express terms survive such
                  termination."

8.       Agreement Article 4, Section 4.8, is amended as follows:

         a)       ADD: "If at any time during the Term, SELLER contracts with
                  another customer for the purchase or delivery of equipment,
                  products, services, or other deliverables similar to the
                  deliverables SELLER provides PURCHASER, on a basis that
                  provides more favorable prices to the customer than those
                  provided to PURCHASER, for comparable or lower volumes, SELLER
                  shall apply the more favorable prices to the deliverables
                  which, as of the effective date of such more favorable
                  pricing, have been ordered by PURCHASER. An executive officer
                  with SELLER will certify for the PURCHASER, in writing, that
                  the prices SELLER gives to PURCHASER are comparable to or more
                  favorable than prices SELLER gives to its other customers
                  during the term of this Agreement. Such certification will be
                  given at least annually beginning during the 1999 calendar
                  year."

         b)       DELETE: "or prices offered to another SELLER customer when
                  such customer makes bulk purchase of a Product; provided,
                  however, that the purchase of an initial configuration for a
                  system shall not be considered a "bulk" purchase for purposes
                  of this sentence."

         c)       REPLACE: "...Most Favored Pricing will not apply to prices
                  offered to new customers as an incentive to change out an
                  entire built-out PCS system..."



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                  WITH: "...Most Favored Pricing will not apply to prices
                  offered to new customers for an Initial Configuration or as an
                  incentive to change out an entire built-out PCS system..."

9.       Agreement Article 10.1(a) is amended by the addition of the following:

                  "PURCHASER shall also be entitled to, and SELLER shall pay to
                  PURCHASER, damages in accordance with this Paragraph if, due
                  solely to SELLER's fault or negligence, installation and
                  Acceptance of the Initial Configuration of the Kentucky and
                  Tennessee BTAs do not occur before the applicable dates
                  negotiated by the parties."

10.      The term "Agreement," wherever used in the Acquisition Agreement
         entered between the parties on March 4, 1996, shall be defined to
         include said Acquisition Agreement and this Agreement.

11.      Agreement Article 29 is amended by replacing the name and the addresses
         for notifying the PURCHASER with the following:

                  "Powertel PCS, Inc.
                  c/o Jill Dorsey, Vice-President/General Counsel
                  1233 O.G. Skinner Drive
                  West Point, GA  31833"

12.      Upon request by PURCHASER, SELLER agrees to negotiate in good faith a
         performance-based Systems Support Agreement to be effective from the
         end of the Warranty Period until December 31, 2001 for all of
         PURCHASER's Markets. A Market is defined as (1) the PURCHASER's
         combined Kentucky and Tennessee BTAs; (2) the Atlanta, Georgia MTA; (3)
         the Birmingham, Alabama MTA; (4) the Jacksonville, Florida MTA; or (5)
         the Memphis, Tennessee / Jackson, Mississippi MTA. Such negotiation
         will be based upon the prices and terms in the 4 March 1996 Acquisition
         Agreement.

13.      PURCHASER and SELLER shall jointly agree upon a scheduled date certain
         for the Kentucky and Tennessee BTA Initial Configuration. PURCHASER and
         SELLER shall also jointly agree upon a project implementation schedule
         for the Kentucky and Tennessee BTAs. PURCHASER and SELLER shall attempt
         to reach agreement on said schedules and dates no later than sixty (60)
         days from the date this Amendment is signed.

14.      Except as expressly modified by this Amendment, or by updated
         attachments to the Agreement as provided below, the Agreement shall
         continue in full force and effect in accordance with its original terms
         and conditions. In the event of any conflict or inconsistency among the
         provisions of the Amendment, the attachments, or the Agreement, such
         conflict or inconsistency shall be resolved by giving precedence first
         to the Amendment, next to the updated attachments to the Agreement, and
         finally to the Agreement.

15.      Agreement Article 38 is amended as follows:

         a)       DELETE: "This Agreement, the RFQ and its supplements and
                  SELLER's responses thereto, and the Attachments referenced
                  herein constitute the entire Agreement..."



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         b)       REPLACE WITH: "This Agreement, the RFQ and its supplements and
                  SELLER's responses thereto, the RFQII, SELLER's 9 June 1997
                  Response to RFQII, PURCHASER's Requests for Clarification of
                  SELLER's 9 June 1997 Response, and SELLER's Responses to
                  PURCHASER's Requests for Clarification, and the Attachments,
                  as referenced herein and subsequently updated by the parties,
                  constitute the entire Agreement..."

ARTICLE 2         INCENTIVE COMMITMENT

1.       SELLER grants PURCHASER free BSC hardware worth *** of the net price of
         the BTS hardware deliveries through the end of 1998 for the Kentucky
         and Tennessee BTAs. This incentive is capped at a maximum of ***.

2.       SELLER grants PURCHASER RF services credit worth *** of the net price
         of the BTS hardware deliveries through the end of 1998 for the Kentucky
         and Tennessee BTAs. This incentive is capped at a maximum of ***. This
         credit is effective on orders placed for services scheduled to occur
         after 1 January 1998 and may be used for any RF services purchased from
         SELLER for any of PURCHASER's markets. This credit is updated monthly
         based on the BTS deliveries completed for the Kentucky and Tennessee
         BTAs. This credit replaces the specific RF Verification and RF
         Optimization incentives described in Agreement Attachment A, Sections
         3.5 and 3.6 for the Kentucky and Tennessee BTAs.

3.       SELLER grants PURCHASER a cooperative advertising incentive worth ***
         of the net sales price of the Kentucky and Tennessee BTA Initial
         Configuration. This incentive is capped at a maximum of *** and is
         effective 1 January 1998. The application of this incentive is more
         fully described in Agreement Article 25.

4.       SELLER grants PURCHASER a technical training credit for the courses and
         quantities specified in Section 3.7 of Agreement Attachment A based on
         the Initial Configuration for the Kentucky and Tennessee BTAs.

5.       PURCHASER will issue payment to SELLER for all invoices related to
         delivery and installation of SELLER's PBX product through the date of
         this Agreement. If PURCHASER grants SELLER exclusivity for its PBX-ACD
         product line through the year 2001, subject to PURCHASER's current
         PBX-ACD RFQ evaluation, SELLER will give PURCHASER credit ***.
         PURCHASER's evaluation of SELLER's PBX-ACD product should be completed
         prior to 31 December 1997. If PURCHASER selects another vendor for its
         PBX or ACD products, such selection will not effect any other terms or
         conditions of the Agreement.

ARTICLE 3         DISCOUNT COMMITMENT

1.       Agreement Attachment A is hereby amended to include the following
         volume discount steps and conditions. These volume discounts are
         applied to the list prices less Initial System Discount as fully
         described in Agreement Attachment A, Section 2.2 and as shown in the
         following formula:

                  Net Price = List Price x (***) x (***)

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*** Omitted pursuant to a request for confidential treatment and filed
    separately with the Commission.


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                              EXECUTION VERSION                                

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         For example, a BTS hardware unit purchased for Kentucky in 1998 is
         priced as follows using a ***volume discount according to paragraph
         1.a.ii:

                  Net Price = List Price x (***) x (***) = List Price x ***

         Only a single volume discount is applied to each item purchased. The
         volume discounts specified in Section 2.2 of Agreement Attachment A are
         used unless a different volume discount is applied by the amendment.

         a)       PURCHASER will receive the following volume discounts for MSC,
                  HLR, BSC, and BTS hardware:

                  i)       A *** volume discount effective on orders placed
                           after the date of signing of this amendment for the
                           Birmingham, Memphis/Jackson, and Jacksonville MTAs
                           effective through 31 December 1997;

                  ii)      A *** volume discount effective for orders placed for
                           delivery after 1 January 1998 for the Birmingham,
                           Memphis/Jackson, and Jacksonville MTAs and for the
                           Kentucky and Tennessee BTAs;

                  iii)     A *** volume discount for Expansions beyond the
                           Atlanta MTA Initial Configuration;

                  iv)      SELLER grants PURCHASER a *** volume discount for one
                           MSC and one BSC to be delivered during 1997 for the
                           Kentucky and Tennessee BTAs. If needed for the
                           Nashville buildout, PURCHASER may purchase, using the
                           *** volume discount, up to 30 BTSs from SELLER for
                           delivery during 1997.

         b)       PURCHASER will receive the following volume discounts for BSC
                  software:

                  i)       A *** volume discount effective on orders placed
                           after the date of signing of this amendment for the
                           Birmingham, Memphis/Jackson, Jacksonville, and
                           Atlanta MTAs effective through 31 December 1997;

                  ii)      A *** volume discount effective on orders placed
                           after 1 January 1998 for the Birmingham,
                           Memphis/Jackson, Jacksonville, and Atlanta MTAs;

                  iii)     A *** volume discount effective on orders placed
                           after the date of signing of this amendment for the
                           Kentucky and Tennessee BTAs.

         c)       PURCHASER will receive the following volume discounts for MSC
                  software:

                  i)       A *** volume discount effective on orders placed
                           after the date of signing of this amendment for the
                           Kentucky and Tennessee BTAs;

                  ii)      Volume discount steps applied to all markets as
                           defined in Agreement Attachment A using the
                           cumulative ETCs ordered for all markets including the
                           Kentucky and Tennessee BTAs.

         d)       PURCHASER will receive a *** volume discount on Power Hardware
                  effective on orders placed after 9 June 1997 for all markets
                  including the Kentucky and Tennessee BTAs.

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*** Omitted pursuant to a request for confidential treatment and filed
    separately with the Commission.


NOT FOR DISCLOSURE OUTSIDE POWERTEL AND ERICSSON EXCEPT UNDER WRITTEN AGREEMENT
                              EXECUTION VERSION                                


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2.       Agreement Attachment A is hereby amended to reflect the following BTS
         hardware price reductions:

         a)       A BTS cabinet list price reduction from *** to *** effective
                  on orders placed for delivery after 1 January 1998 for all
                  markets;

         b)       A LNA/TMA list price reduction from *** to *** per unit
                  effective on orders placed after the date of signing of this
                  amendment for the Birmingham, Memphis/Jackson, and
                  Jacksonville MTAs and for the Kentucky and Tennessee BTAs;

         c)       A LNA/TMA list price reduction from *** to *** per unit
                  effective for Expansions to the Atlanta MTA Initial
                  Configuration (BTSs ordered beyond PURCHASER's commitment of
                  *** TRUs);

         d)       A 2-TRU micro-BTS (RBS 2301) discounted sales price reduction
                  to ***;

         e)       An active antenna (single-carrier) discounted sales price
                  reduction to ***.

3.       Agreement Attachment A is hereby amended to reflect the following BTS
         installation price changes:

         a)       A single-cabinet BTS installation price of *** for the
                  Birmingham, Memphis/Jackson and Jacksonville MTAs and for the
                  Kentucky and Tennessee BTAs;

         b)       A single-cabinet BTS installation price of *** for Expansions
                  to the Atlanta MTA Initial Configuration.


ARTICLE 4         SOFTWARE PRICING

1.       List software pricing for the MSC and BSC nodes quoted in SELLER's
         Kentucky and Tennessee RFQII response is as follows:

                  MSC/VLR Software                          *** per ETC
                  BSC/TRC Software                          *** per TRU

         These software prices are applicable only to new nodes being installed
         at the CMS 40 R7 software level. Other nodes, or nodes being placed
         into service at CMS 40 R3 level, will be priced using the PURCHASER's
         current software prices.

2.       SELLER agrees to negotiate in good faith for all markets the sale of
         certain BSC software features on a per-BSC level.

3.       SELLER agrees to negotiate in good faith for all markets the sale of
         certain MSC/VLR end-user software features on a per 5,000-subscriber
         basis.

4.       SELLER agrees to provide CMS 40 R7 software pricing for all MSCs and
         BSCs ordered for the Kentucky and Tennessee BTAs. For MSCs and BSCs
         requested by PURCHASER to be installed prior to the availability of CMS
         40 R7, SELLER's CMS 40 R3 software will be installed. SELLER will
         provide the R3 to R7 upgrade software for these nodes, excluding
         upgrade services and any necessary hardware, free of charge to
         PURCHASER once CMS 40 R7 is available.

 -----------

*** Omitted pursuant to a request for confidential treatment and filed
    separately with the Commission.


NOT FOR DISCLOSURE OUTSIDE POWERTEL AND ERICSSON EXCEPT UNDER WRITTEN AGREEMENT
                              EXECUTION VERSION                                

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ARTICLE 5         AGREEMENT ATTACHMENT UPDATES

1.       The following Agreement Attachments are updated with the Attachments as
         provided below:

         a)       Agreement Attachment A is amended to add Appendix IX, document
                  number EUS/RO/IM-97:072, Revision B. This description of
                  included basic and optional software features applies to MSC
                  and BSC elements for the Kentucky and Tennessee BTAs installed
                  at the CMS 40 R7 level. Previous software pricing applies to
                  other PURCHASER markets, other CMS 40 nodes, and for all nodes
                  installed in the Kentucky and Tennessee BTAs at the CMS 40 R3
                  level.

         b)       Agreement Attachment A is amended to add Appendix X, document
                  number EUS/RO/IM-97:073, Revision B, which specifies the
                  optional, non-purchased software features available for CMS 40
                  R7.

         c)       Agreement Attachment A is amended to add Appendix XI, document
                  number EUS/RO/IM-97:069, Revision B, which specifies the new
                  BSC hardware available for CMS 40 R7. BSC nodes installed at
                  the CMS 40 R3 level will be priced according to the previous
                  Agreement.

         d)       Agreement Attachment N is amended to add SELLER's response
                  (the "Response"), dated June 9, 1997, to PURCHASER's Request
                  for Quotation for Network Equipment to serve the Kentucky and
                  Tennessee BTAs, and PURCHASER's requests for clarification to
                  the Response and SELLER's answers to PURCHASER's requests for
                  clarification. Attachment N is incorporated herein by
                  reference except as modified by the Amendment.

         e)       Agreement Attachment A is amended to add Appendix XII,
                  document number EUS/RO/IM-97:192, Revision A, which specifies
                  the Initial Configuration and pricing for the Kentucky and
                  Tennessee BTAs.

         f)       SELLER agrees to maintain sufficient staffing in its West
                  Point core office and its local market offices in order to
                  support PURCHASER's Initial Configuration network build-out.
                  This support staff organization consists of project
                  management, implementation, and system support resources.

                  Project management and implementation resources will be
                  provided by SELLER sufficient to implement all PURCHASER
                  Initial Configurations, including the Atlanta MTA and the
                  Kentucky and Tennessee BTAs. SELLER will establish a local
                  operations office in Kentucky in order to support the Kentucky
                  and Tennessee BTA Initial Configuration build-out.

                  SELLER will maintain system support (R-TAC) staffing in West
                  Point during the Warranty Period. After the Warranty Period,
                  SELLER's continuation of local support is contingent upon
                  successful negotiation of a performance-based support
                  agreement for all of PURCHASER's Markets.

                  SELLER's support of PURCHASER, including its level of staffing
                  and the organization of its staff, must be consistent with
                  Section 1.9 of SELLER's response to RFQII and SELLER's support
                  of PURCHASER's network build-out of the Birmingham,
                  Jacksonville, and Memphis MTAs.

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2.       PURCHASER and SELLER shall negotiate in good faith and jointly agree to
         updates or replacements for all of the Agreement's Attachments, which
         shall be incorporated by reference into the Amendment, to make the
         Attachments conform to the parties agreement as set forth in the
         Amendment and SELLER's response to RFQII.

3.       PURCHASER understands that SELLER will price all MSC, HLR, BSC, and BTS
         hardware according to the hardware configurations defined at the time
         of purchase using the unit and package prices in the Appendices of
         Agreement Attachment A. New AXE hardware is priced by SELLER based on
         prices for equivalent functionality in older hardware versions.

ARTICLE 6         SYSTEM PERFORMANCE

1.       SELLER agrees to provide PURCHASER a performance based credit for
         system down-time. SELLER will give PURCHASER a CMS 40 system
         infrastructure credit of *** during the period of 5:00 a.m. to 12:00
         midnight (hereinafter "Prime Time") for outages proximately caused by
         SELLER's acts or omissions related to the failure of equipment
         manufactured, engineered and installed by SELLER or related to software
         developed and installed by SELLER. This credit is capped at *** per
         Market per year. SELLER's payment shall be mitigated to the extent
         SELLER shows outage has been caused by PURCHASER.

2.       The outage must be fully documented by PURCHASER and the SELLER must be
         provided information reasonably requested by SELLER regarding the
         number of effected subscribers and the length of the outage. Software
         upgrades installed solely at PURCHASER's request (when such request
         specifies the upgrade is to made during Prime Time), First Office
         Applications ("FOAs"), and other activities specifically requested by
         PURCHASER to be performed by SELLER during Prime Time are excluded from
         these penalties.

         These system performance penalties are effective during the Warranty
         Period. At the end of the Warranty Period, SELLER will negotiate a
         performance-based support agreement with PURCHASER.


ARTICLE 7         FINANCING

1.       PURCHASER can use financing secured by SELLER for the Kentucky and
         Tennessee BTAs for professional services purchased from SELLER. A
         financed limit of *** applies to additional services purchased beyond
         the engineering and installation sold with each network element.

2.       PURCHASER and SELLER agree to negotiate a credit agreement in good
         faith as described in Section 1.4 of SELLER's response to RFQII.



-----------

*** Omitted pursuant to a request for confidential treatment and filed
    separately with the Commission.


NOT FOR DISCLOSURE OUTSIDE POWERTEL AND ERICSSON EXCEPT UNDER WRITTEN AGREEMENT
                              EXECUTION VERSION                                

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ARTICLE 8         SOFTWARE SUBSCRIPTION

1.       Agreement Attachment A is hereby amended to include the following
         software subscription description and pricing.

         a)       The software subscription offered by SELLER allows PURCHASER
                  to receive the following deliverables for a quarterly fee.
                  These items only apply to nodes for which software has been
                  previously purchased.

                  i)       New CMS 40 system releases consisting of basic
                           features installed and tested in a single node by
                           SELLER and released to PURCHASER;

                  ii)      Enhancements to optional features previously
                           purchased by PURCHASER installed and tested in a
                           single node by SELLER and released to PURCHASER;

                  iii)     A three (3) month trial period for optional feature
                           packages excluding any required hardware, DT changes,
                           or engineering or testing services provided by
                           SELLER;

                  iv)      Software updates for AXE nodes to be released to
                           PURCHASER;

                  v)       Software corrections installed by SELLER in one node
                           and released to PURCHASER.

         b)       The software subscription consists of a two (2) year contract
                  with eight (8) quarterly payments based on the number of nodes
                  in PURCHASER's network. The quarterly prices per node with the
                  *** Initial System Discount applied are as follows:

                           AXE Nodes (MSC, BSC, HLR)         ***  per node
                           Remote BSC                        ***  per node
                           OSS Node                          ***  per node
                           SOG and BGw Nodes                 ***  per node

                  Volume discounts do not apply to the software subscription
                  purchase. Payments are made at the end of each calendar
                  quarter based on the number of nodes in PURCHASER's network at
                  the time of the payment. The software subscription can be
                  started at any time and guarantees PURCHASER three (3) CMS 40
                  system release upgrades.

                  SELLER grants PURCHASER an option to extend this two year
                  software subscription for an additional year under the same
                  terms if the PURCHASER exercises its option during the first
                  year of the software subscription. If PURCHASER elects to
                  extend the software subscription within the first year, a
                  discount of *** will be applied to the second and third year
                  prices (quarterly payments five through twelve).

                  If PURCHASER originally commits to a three year software
                  subscription, a *** discount will apply to all twelve (12)
                  quarterly payments.

         c)       The purchase of a software subscription must be accompanied by
                  a System Support Agreement beyond the Warranty Period.

-----------

*** Omitted pursuant to a request for confidential treatment and filed
    separately with the Commission.

NOT FOR DISCLOSURE OUTSIDE POWERTEL AND ERICSSON EXCEPT UNDER WRITTEN AGREEMENT
                              EXECUTION VERSION                                

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ARTICLE 9         LEGAL COMPLIANCE

1.       SELLER shall comply with the legal requirements for advanced lawful
         intercept (CALEA) upon the schedule required by law, including any
         extensions that may be granted as provided below. The price for the
         CALEA intercept feature shall be commercially reasonable and shall be
         identified by SELLER as the feature is further along in the development
         process.

2.       If SELLER is unable to meet the legally required implementation date
         for CALEA, PURCHASER will seek a reasonable extension of such date upon
         written request by SELLER. If granted such extension, SELLER's failure
         shall not be deemed to be a default of this Agreement. SELLER shall
         promptly reimburse PURCHASER for its reasonable legal and other
         expenses in requesting such extension, when SELLER is primarily the
         cause for requesting such extension, whether or not granted.

3.       Should PURCHASER be fined or otherwise have a monetary forfeiture
         imposed upon it by a governmental agency for PURCHASER's failure to
         meet the CALEA compliance date where such failure is due to SELLER's
         inability to timely deliver such feature, SELLER shall reimburse
         PURCHASER for the same.

4.       SELLER represents and warrants that its equipment and software will
         comply, and will enable PURCHASER to comply, with all applicable
         federal, state, and local laws, regulations, and codes. The price to
         PURCHASER for equipment and software necessary for compliance to such
         laws, regulations, and codes shall be commercially reasonable, unless
         priced under the Agreement.



AGREED TO AND EXECUTED THIS 2ND DAY OF SEPTEMBER 1997


SELLER                                PURCHASER
Ericsson Inc.                         Powertel PCS, Inc.


/s/ Bo Hedfors              9/2/97    /s/ Allen E. Smith                 9/2/97
----------------------------------    -----------------------------------------
     Signature and Date                    Signature and Date

   Bo Hedfors                            Allen E. Smith
   President & C.E.O.                    President & C.E.O.




NOT FOR DISCLOSURE OUTSIDE POWERTEL AND ERICSSON EXCEPT UNDER WRITTEN AGREEMENT
                              EXECUTION VERSION                                




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