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                                                                     EXHIBIT(pp)


                                 AGREEMENT

         THIS AGREEMENT is made by and between BellSouth Telecommunications,
Inc. ("BellSouth"), a Georgia corporation, and InterCel, Inc. ("InterCel" or
"Carrier"), a Delaware corporation, and shall be deemed effective as of April
1, 1997 (the "Effective Date").  This Agreement constitutes an agreement
between BellSouth, on the one hand and Carrier, on the other hand. BellSouth
and Carrier are each referred to herein as a "party" and collectively as
"parties."

                                   WITNESSETH

         WHEREAS, The Telecommunications Act of 1996, Public Law 104-104 (the
"Act"), was signed into law on February 8, 1996;

         WHEREAS, the Act, among other things, places certain duties and
obligations upon, and grants certain rights to, telecommunications carriers;

         WHEREAS, BellSouth is a Telecommunications Carrier, and an Incumbent
Local Exchange Carrier ("ILEC"), authorized to provide telecommunications
services in the states of Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee;

         WHEREAS, Carrier is a Commercial Mobile Radio Service ("CMRS")
provider licensed by the Federal Communications Commission ("FCC") to provide
commercial mobile radio services in the states of Alabama and Georgia;

         WHEREAS, Carrier is licensed to do business in such states and
operates a CMRS network that is interconnected, or will be interconnected with,
the BellSouth network;

         WHEREAS, under the FCC Order dated August 8, 1996 and published in the
Federal Register on August 29, 1996 pertaining to interconnection, unbundling,
and resale (the "Order"), the FCC ordered that ILECs negotiate with CMRS
providers for such services pursuant to Sections 251 and 252 of the Act;
however, certain of the FCC rules, appended to, and made part of, the Order
have been stayed by the United States Court of Appeals for the Eighth Circuit
pending further judicial review;

         WHEREAS, BellSouth is entering into this Agreement in order, among
other things, to fulfill its obligation to establish mutual compensation
arrangements for the transport and termination of telecommunications;

         NOW THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
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I.       DEFINITIONS. For purposes of this Agreement, the following capitalized
terms shall have the indicated meanings unless the provision in which any such
term appears states otherwise. Terms that appear herein (whether or not
capitalized) that are not defined herein shall have the meaning set forth in
the Act, or in the Order, or shall have the meanings ascribed to them in their
customary usage in the telecommunications industry as of the Effective Date.

         A. "COMMISSION" means the appropriate regulatory agency in each of the
states in which Carrier is licensed to do business in BellSouth's region.

         B. "INTERMEDIARY FUNCTION" means the delivery, pursuant to an
appropriate agreement or Commission directive, of telecommunications traffic to
or from a Local Exchange Carrier ("LEC") other than BellSouth, an ALEC, or
another telecommunications carrier, such as a CMRS provider other than Carrier,
through the network of BellSouth or Carrier from or to an end user of BellSouth
or Carrier.

         C. "LOCAL TRAFFIC" means for purposes of reciprocal compensation and
the obligation of the parties to provide Local Interconnection (1) any
telephone call that originates on the network of Carrier within a Major Trading
Area ("MTA") and terminates on the network of BellSouth in the same MTA and
within the Local Access and Transport Area ("LATA") in which the call is handed
off from Carrier to BellSouth and (2) any telephone call that originates on the
network of BellSouth that is handed off to Carrier in the same LATA in which
the call originates and terminates on the network of Carrier in the MTA in
which the call is handed off from BellSouth to the Carrier. The exchange of
traffic on BellSouth's interLATA EAS routes shall be treated as Local Traffic.
EAS routes are those exchanges within an exchange's Basic Local Calling Area,
as defined in Section A3 of BellSouth's General Subscriber Services Tariff.

         D. "LOCAL INTERCONNECTION" means the delivery of Local Traffic to be
terminated on each party's local network so that end users of a party have the
ability to reach end users of another party without the use of any access code
or substantial delay in the processing of the call .

         E. "PERCENT OF INTERSTATE USAGE" OR"PIU" means a factor to be
applied to terminating access services minutes of use (for termination of Toll 
Traffic) to obtain those minutes that should be rated as interstate access 
services minutes of use. The numerator includes all interstate"nonintermediary"
minutes of use, less any interstate minutes of use for Terminating Party Pays 
services, such as 800 Services. The denominator includes all"nonintermediary" 
access minutes of use of Toll Traffic less all minutes attributable to 
terminating party pays services.

         F. "PERCENT LOCAL USAGE" OR"PLU" means a factor to be applied to
terminating minutes of use. The numerator shall include all Local Traffic
minutes of use. The denominator is the total minutes of use including Local
Traffic and Toll Traffic.

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         G. "TOLL TRAFFIC" means all traffic that is not Local Traffic or
access services, as described in Section VI.F of this Agreement.

         H. "MOBILE SWITCHING CENTER" OR"MSC" means a mobile switching center
of Carrier.

II.      PURPOSE; FURTHER NEGOTIATIONS; APPLICATION OF TARIFFS

         A.      The parties enter this Agreement to memorialize their
agreement with respect to certain matters concerning Local Interconnection as a
result of their negotiations pursuant to Sections 251 and 252 of the Act. With
respect to any facility, feature, function, service, or other arrangement
concerning Local Interconnection or any other matter subject to negotiation
pursuant to Sections 251 and 252 of the Act  between the parties that has not
been agreed upon by the parties and memorialized herein, (a) the parties shall
conduct further negotiations pursuant to Sections 251 and 252 of the Act upon a
written request therefor by Carrier, and (b) Carrier reserves any rights it
might have under Section 332 of the Communications Act of 1934, 47
U.S.C. Section 332, as amended.

         B.      Any facility, feature, function, or service in use or
available for use between BellSouth and any party as of the Effective Date that
is not expressly governed by this Agreement shall continue to be governed by
such applicable tariff, agreement, or other arrangement, if any, in effect as
of the Effective Date, as may be modified from time to time pursuant to
applicable rules of the Commission. In the event of a conflict between any
provision of this Agreement and any provision of an applicable tariff, the
Agreement shall always control.

         C.      It is the parties' intent that this Agreement be consistent
with all applicable federal, state, and local statutes, rules, and regulations
in effect as of the Effective Date, including, but not limited to, the Act and
the Order.

III.     TERM OF THE AGREEMENT

         A.      This Agreement shall be in full force and effect for a period
of two years from the Effective Date. The Agreement shall be automatically 
renewed for an additional term of six months following such initial two-year 
term and for successive six-month terms thereafter following each preceding 
six-month renewal term unless a party provides to the other a written notice 
of termination at least sixty days prior to the last day of the initial 
two-year term or any subsequent six-month renewal term, as the case may be.





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         B.      In the event BellSouth or Carrier receives from the other a
notice of termination pursuant to paragraph A of this Section, InterCel may
within 30 days thereof send to BellSouth a written request to renegotiate this
Agreement pursuant to Sections 251 and 252 of the Act, in which case this
Agreement shall not be terminated, but shall continue in full force and effect,
unless and until a substitute agreement between the parties with respect to the
matters governed herein takes effect.

         C.      Notwithstanding the foregoing, the parties may terminate this
Agreement at any time upon their written mutual consent.

IV.      LOCAL INTERCONNECTION

         The delivery of Local Traffic between the parties shall be reciprocal
and compensation will be mutual. Each party will pay the other for transporting
and terminating its respective Local Traffic on the other's network at the
Local Interconnection rates set forth in Attachment B-1, by this reference
incorporated herein. The amount that each party shall pay to the other for the
delivery of Local Traffic shall be calculated by multiplying the applicable
rate in Attachment B-1 for each type of call by the total minutes of use each
month for each such type of call. The minutes of use or portion thereof for
each call, as the case may be, will be accumulated for the monthly billing
period and the total of such minutes of use for the entire month rounded to the
nearest minute. The usage charges will be billed based on the rounded total
monthly minutes. The charges for Local Interconnection shall be billed monthly
and payable monthly.  For undisputed bill amounts, late payment fees, not to
exceed 1% per month after the due date, may be assessed if interconnection
charges are not paid within 30 days of the due date of the monthly bill.

V.       MODIFICATION OF RATES

         A.      (1) The"Interim LATA-wide Additive" reflected in Attachment
B-1 shall be adjusted, retroactively to the Effective Date, based on the Final
LATA-wide Additive either determined by (a) further agreement as described in
subsection (B) hereof or (b) a final order (including the exhaustion of all
appeals, if any) of the Commission or the FCC, as the case may be, provided
that such a final order meets the criteria contained in subsection (C) hereof.
The "LATA-wide Additive" is intended to compensate BellSouth for any additional
transport and other costs associated with transporting and terminating Local
Traffic throughout a LATA instead of only within local calling areas, including
EAS routes, as defined by the Commission as of the Effective Date. As of the
Effective Date, the parties disagree as to the proper amount for the LATA-Wide
Additive. The Interim LATA-wide Additive of $.0025 per minute that is included
in the Type 1, 2A, and 2A-CCS7 rates set forth in Attachment B-1 was arrived at
through negotiation and compromise and is without prejudice to either party's
position as to what additional or lesser charges, if any, should apply.  As
such, the fact that the





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parties have agreed to this amount as the Interim LATA-wide Additive shall have
no probative value in any Commission or FCC proceedings, as the case may be, to
determine the Final LATA-wide Additive described in this section.

                 (2)      This adjustment, or "true-up," will consist of:

                 i.       Calculating the difference between the Final
LATA-wide Additive and the Interim LATA-wide Additive, as reflected in
Attachment B-1 of this Agreement. The difference is referred to as
the"LATA-wide Additive Adjustment";

                 ii.      Multiplying the "LATA-wide Additive Adjustment" by all
minutes of use for which the Interim LATA-wide was applied and billed by the
parties since the Effective Date, the product of which shall be the"True-up
Adjustment";

                 iii.     The parties will reciprocally compensate each other
in an amount equal to the "True-up Adjustment".

         B.      The parties may continue to negotiate after the Effective Date
in an effort to obtain a Final LATA-wide Additive. InterCel may send BellSouth
a written request for negotiation of a Final LATA-wide Additive pursuant to
Sections 251 and 252 of the Act, no sooner than seventy-five (75) days after
the Effective Date. Following such request, the parties shall negotiate, and if
necessary arbitrate, the Final LATA-wide Additive pursuant to, and in
accordance with, the Act.

         C.      Any final order that forms the basis of a "true-up" under this
Agreement shall meet the following criteria:

                 1.       It shall be a proceeding to which BellSouth and
Carrier are entitled to be full parties and have had an opportunity to
participate in;

                 2.       It shall apply the provisions of the Act, including
but not limited to Section 252(d) and all effective implementing rules and
regulations, provided that the Act and such regulations are in effect at the
time of the final order; and

                 3.       It shall include as an issue any additional transport
and other costs associated with transporting and terminating Local Traffic
throughout a LATA instead of only within local calling areas, including EAS
routes, as defined by the Commission as of the Effective Date.





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VI.      METHODS OF INTERCONNECTION

         A.      (1)      The parties agree that there are three appropriate
methods of interconnecting facilities: (a) virtual collocation where physical
collocation is not practical for technical reasons or because of space
limitations; (b) physical collocation; and (c) interconnection at any
technically feasible point via purchase of facilities from either party by the
other party. The rates and charges for collocation shall be as set forth in
Attachment C-13, incorporated herein by this reference, or as otherwise agreed
upon by the parties.  Facilities for interconnection that are not purchased
pursuant to an agreement between the parties may be purchased by Carrier at the
rates, terms and conditions set forth in BellSouth's intrastate Switched Access
(Section E6) or Special Access (Section E7) services tariff. The
interconnection of facilities shall be pursuant to the forms of interconnection
(for example, Type 1, Type 2A and Type 2B) described in BellSouth's General
Subscriber Services Tariff, Section A35; provided, however, that such
interconnection arrangements shall be provided at the rates, terms and
conditions set forth in this Agreement.

                 (2)      Local Interconnection shall be provided at a level of
quality at least equal to that which each party provides to itself, an
Affiliate, or any other telecommunications carrier, except that, upon request,
a different level of quality may be provided to the extent technically feasible
and subject to the negotiation of acceptable provisions and compensation
arrangements. All interconnection facilities shall meet the applicable
telecommunications industry standards of engineering, design, and operation, as
the case may be, for LEC-CMRS interconnection in effect from time to time.

         B.      The parties agree to accept and provide any of the preceding
methods of interconnection. Reciprocal connectivity shall be established to at
least one BellSouth access tandem within every LATA that Carrier desires to
serve, or Carrier may elect to interconnect directly at the end office for
delivery of traffic to end users served by that end office. Such
interconnecting facilities shall conform, at a minimum, to the
telecommunications industry standard of DS-1 pursuant to Bellcore Standard No.
TR-NWT-00499. Signal transfer point, Signaling System 7 ("SS7") connectivity is
required at each interconnection point after Carrier implements SS7 capability
within its own network.  BellSouth will provide out-of-band signaling using
Common Channel Signaling Access Capability where technically and economically
feasible, in accordance with the technical specifications set forth in the
BellSouth Guidelines to Technical Publication, TR-TSV-000905. The parties'
facilities shall (i) provide the necessary on-hook, off-hook answer and
disconnect supervision, (ii) hand off calling party number ID when technically
feasible, and (iii) honor privacy codes when sent and permitted line blocking
requests.

         C.      Nothing herein shall prevent Carrier from utilizing
collocation facilities, purchased from the appropriate tariffs, for Local
Interconnection.

         D.      The parties agree to establish trunk groups from the
interconnecting facilities of subsection (") of this section such that each
party provides a reciprocal of





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each trunk group established by the other party. Notwithstanding the foregoing,
each party may construct its network, including the interconnecting facilities,
to achieve optimum cost effectiveness and network efficiency. Unless otherwise
agreed, BellSouth will provide or bear the cost of all trunk groups for the
delivery of traffic from BellSouth to Carrier's MSCs within BellSouth's service
territory, and Carrier will provide or bear the cost of all trunk groups for
the delivery of traffic from Carrier to each BellSouth access tandem and end
office at which the parties interconnect.  In the event one party interconnects
to the other via the purchase of facilities from the other party, the parties
shall negotiate a rate for such interconnection facilities if an intrastate
tariff, as amended from time to time, does not otherwise apply. In the event
the parties agree to use any two-way interconnection facilities in lieu of
separate one- way facilities, the appropriate charges for such facilities shall
be divided on a pro rata basis reflecting the percentage of traffic that
terminates on the network of each party.

         E.      The parties agree to use an auditable PLU factor as a method
for determining the amount of traffic that is Local Traffic.

         F.      When the parties provide an access service connection between
an interexchange carrier ("IXC") and each other, each party will provide its
own access services to the IXC. Each party will bill its own access services
rates to the IXC.

         G.      INTENTIONALLY DELETED

         H.      The ordering and provision of all facilities or services
purchased from BellSouth by Carrier shall be as set forth in the BellSouth
Telecommunications Wireless Customer Guide, as amended from time to time. The
ordering and provisioning of facilities or services by a party, including, but
not limited to, installation, testing, maintenance, repair, and disaster
recovery, shall be provided at a level of quality and care at least equal to
that which it provides to itself, an affiliate, or any other telecommunications
carrier unless Carrier and BellSouth specifically negotiate a different level
of quality or care.

         I.      BellSouth shall endeavor to provide by December 31, 1997 to
Carrier an Electronic Interface (EI) for transferring and receiving orders,
confirmations, completion notices, and other provisioning data, materials and
documents. This EI shall be administered through a gateway that will serve as a
single point of contact for the transmission of such data from Carrier to
BellSouth, and from BellSouth to Carrier. The requirements and implementation
of such a data transfer system are subject to future agreement by Carrier and
BellSouth.

         J.      Upon request, the parties shall conduct further negotiations
pursuant to Sections 251 and 252 of the Act regarding the provision of services
described in this Section and nothing in this Agreement shall prohibit, or
shall be construed to prohibit, such negotiations or any arbitration arising
therefrom, if necessary, provided that InterCel may not make more than one such
request for negotiations with respect to the services described in this section
in any calendar year during which the Agreement is in effect.





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         K.       The parties acknowledge that the issues of performance
criteria and remedies for noncompliance related to Local Interconnection remain
unresolved as of the Effective Date. Upon Carrier's written request, the
parties will continue to negotiate these issues in good faith after the
Effective Date, taking into account any relevant Commission decisions,
arbitrations, and other determinations. In the event the parties are unable to
reach agreement on these unresolved issues by the seventy-fifth (75) day
following the Effective Date, then, in addition to all other available
remedies, either party may seek arbitration or other resolution thereof from
the Commission to the extent permitted under sections 251 and 252 of the Act.

VII.     INTRALATA AND INTERLATA TOLL TRAFFIC INTERCONNECTION

         A.      For originating and terminating intrastate or interstate Toll
Traffic, each party shall pay the other at BellSouth's intrastate or
interstate, as appropriate, switched network access service rate elements on a
per minute of use basis. Said rate elements shall be as set out in BellSouth's
Intrastate Access Services Tariff or BellSouth's Interstate Access Services
Tariff as those Tariffs may be amended from time to time during the term of
this Agreement.  The appropriate charges will be determined by the routing of
the call. The terminating switched access rates may change during the term of
this Agreement and the appropriate rate shall be the rate in effect when the
Toll Traffic is terminated.

         B.      INTENTIONALLY DELETED

         C.      Each party shall compensate the other, pursuant to the
appropriate originating switched access charges, including the database query
charge, for the origination of 800 traffic terminated to the other party.

         D.      INTENTIONALLY DELETED

         E.      INTENTIONALLY DELETED

         F.      INTENTIONALLY DELETED

         G.      This Agreement is intended to govern the interconnection of
traffic to and from the parties' networks only. Toll Traffic originated by a
party to this Agreement and delivered to the other party for termination to the
network of a nonparty telecommunications carrier ("Nonparty Carrier") may be
delivered only with the consent of such Nonparty Carrier or pursuant to
Commission directive. If a Nonparty Carrier objects to the delivery of such
Toll Traffic, then either party to this Agreement may request direction from
the Commission. If a Nonparty Carrier consents, then the party performing the
intermediary function will bill the other party and the other party shall pay a
$.002 per minute intermediary charge in addition to any charges that the party
performing the intermediary function may be obligated to pay to the Nonparty
Carrier (collectively called "Toll Intermediary Charges"). The parties agree
that the charges that the party performing the intermediary function may be
obligated to pay to the





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Nonparty Carrier may change during the term of this Agreement and that the
appropriate rate shall be the rate in effect when the traffic is terminated.

VIII.    PROVISION OF UNBUNDLED ELEMENTS

         At any time after the Effective Date, pursuant to Sections 251 and 252
of the Act, upon request by Carrier, the parties shall negotiate for
BellSouth's provision of unbundled network elements, as provided in Section II
of this Agreement.

IX.      ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY

         At any time after the Effective Date, pursuant to Sections 251 and 252
of the Act, upon request by Carrier, the parties shall negotiate for
BellSouth's provision of access to poles, ducts, conduits, and rights of way,
as provided in Section II of this Agreement.

X.       ACCESS TO 911/E911 EMERGENCY NETWORK

         A. BellSouth and Carrier recognize that 911 and E911 services were
designed and implemented primarily as methods of providing emergency services
to fixed location subscribers. While BellSouth and Carrier recognize the need
to provide "911-like" service to mobile subscribers, both parties recognize
that current technological restrictions prevent an exact duplication of the
services provided to fixed location customers. BellSouth agrees to
route"911-like" calls received from Carrier to the emergency agency designated
by Carrier for such calls. Carrier agrees that it shall bear the cost of
facilities it uses to deliver such"911-like" calls to BellSouth's network and
to provide to BellSouth the information required by applicable statutes or
regulations governing routing of 911 calls from CMRS subscribers so that each
call may be properly routed.

         B. BellSouth and Carrier recognize that the technology and regulatory
requirements for the provision of"911- like" service by CMRS carriers are
evolving and agree to modify or supplement the foregoing in order to
incorporate technically feasible improvements that Carrier desires to implement
or to permit Carrier to comply with applicable regulatory requirements,
provided that Carrier shall reimburse BellSouth for the incremental costs of
any such technological modification or supplement beyond the cost of an
equivalent, or the most similar, technology at the time accepted in the
telecommunications industry.

         C. Upon request, the parties shall conduct further negotiations
pursuant to Sections 251 and 252 of the Act regarding the provision of services
described in this Section and nothing in this Agreement shall prohibit, or
shall be construed to prohibit, such negotiations or any arbitration arising
therefrom, if necessary, provided that InterCel may not make more than one such
request for negotiations with respect to the services described in this section
in any calendar year during which the Agreement is in effect.





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XI.      INTENTIONALLY DELETED

XII.     INTENTIONALLY DELETED

XIII.    ACCESS TO TELEPHONE NUMBERS

         A.      BellSouth, during any period in which it serves as a North
American Numbering Plan administrator for its territory, shall ensure that
Carrier has nondiscriminatory access to telephone numbers for assignment to its
telephone exchange service customers. BellSouth shall provide numbering
resources pursuant to the Bellcore Guidelines Regarding Number Assignment and
shall provide such resources on terms no less favorable than those which
BellSouth provides to itself, its subsidiaries or Affiliates, or any other
telecommunication carriers. Carrier agrees that it will complete the NXX code
application in accordance with Industry Carriers Compatibility Forum, Central
Office Code Assignment Guidelines, ICCF 93-0729-010.  Except for Type 1 DID
numbers, this service will be at no charge.

         B.      If during the term of this Agreement BellSouth ceases to be
the North American Numbering Plan administrator, the parties agree to comply
with the guidelines, plan, or rules adopted pursuant to 47 U.S.C. Section
251(e).

XIV.     ACCESS TO SIGNALING AND SIGNALING DATABASES

         A.      BellSouth will offer to Carrier use of its signaling network
and signaling databases on an unbundled basis at BellSouth's published tariffed
rates or at unbundled rates that may be available through non-tariffed
arrangements except as provided in subsection C below. Signaling functionality
will be available with both A-link and B- link connectivity.

         B.      BellSouth agrees to input the NXXs assigned to Carrier into
the Local Exchange Routing Guide ("LERG").

         C.      Where interconnection is via B-link connections, charges for
the SS7 interconnection elements are as follows: 1) Port Charge - BellSouth
shall not bill an STP port charge nor shall BellSouth pay a port charge; 2) SS7
Network Usage - BellSouth shall bill its tariffed surrogate usage charge and
shall pay usage billed by the Carrier at rates not to exceed those charged by
BellSouth; 3) SS7 Link - BellSouth will bill its tariffed charges for only two
links of each quad ordered. Application of these charges in this manner is
designed to reflect the reciprocal use of the parties' signaling networks.
Where interconnection is via A-link connections, charges for the SS7
interconnection elements are as follows: 1) Port Charge - BellSouth shall bill
its tariffed STP port charge but shall not pay a termination charge at the
Carrier's end office; 2) SS7 Network Usage - BellSouth shall bill its tariffed
surrogate usage charge but shall not pay for any usage; 3) SS7 Link - BellSouth
shall bill its tariffed charges for each link in the A- link pair but shall not
pay the Carrier for any portion of those links.





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          D.     Upon request, the parties shall conduct further negotiations
pursuant to Sections 251 and 252 of the Act regarding the provision of services
described in this Section, and nothing in this Agreement shall prohibit, or
shall be construed to prohibit, such negotiations or any arbitration arising
therefrom, if necessary, provided that InterCel may not make more than one such
request for negotiations with respect to the services described in this section
in any calendar year during which the Agreement is in effect.

XV.      NETWORK DESIGN AND MANAGEMENT

         A.      The parties agree to work cooperatively to install and
maintain reliable interconnected telecommunications networks, including but not
limited to, maintenance contact numbers and escalation procedures.  BellSouth
agrees to provide reasonable public notice of changes in the information
necessary for the transmission and routing of services using its local exchange
facilities or networks, as well as of any other changes that would affect the
interoperability of those facilities and networks.

         B.      The interconnection of all networks will be based upon
accepted industry/national guidelines for transmission standards and traffic
blocking criteria, as defined in this Agreement.

         C.      The parties will work cooperatively to apply sound network
management principles by invoking appropriate network management controls, if
technically feasible, e.g.. call gapping, to alleviate or prevent network
congestion.

         D.      Neither party will charge rearrangement, reconfiguration,
disconnection, termination or other such non- recurring fees that may be
associated with the initial reconfiguration of either party's existing network
interconnection arrangements. Notwithstanding the foregoing, the parties may
charge non-recurring fees for any additions to, or added capacity to, any
existing facility or trunk.

         E.      The parties agree to provide Common Channel Signaling (CCS)
information to one another, where available, in conjunction with all traffic in
order to enable full interoperability of CLASS features and functions except
for features or functions that have not been deployed in the parties'
respective networks, where available. All CCS signaling parameters will be
provided, including automatic number identification ("NI"), originating line
information (OLI), calling party category, charge number, etc. All privacy
indicators will be honored, and the parties agree to cooperate on the exchange
of Transactional Capabilities Application Part (TCAP) messages to facilitate
full interoperability of CCS-based features between the respective networks.

         F.      For network expansion, the parties agree to review engineering
requirements on a quarterly basis and establish forecasts for trunk utilization
as required by Section VI of this Agreement. New trunk groups will be
implemented as stated by engineering requirements for both parties.

         G.      The parties agree to provide each other with the proper call
information,





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i.e. originated call party number and destination call party number, CIC, and
OZZ, including all proper translations for routing between networks and any
information necessary for billing where either party provides recording
capabilities.  The exchange of information is required to enable each party to
bill properly.

         H.      Upon request, the parties shall conduct further negotiations
pursuant to Sections 251 and 252 of the Act regarding the provision of services
described in this Section, and nothing in this Agreement shall prohibit, or
shall be construed to prohibit, such negotiations or any arbitration arising
therefrom, if necessary, provided that InterCel may not make more than one such
request for negotiations with respect to the services described in this section
in any calendar year during which the Agreement is in effect.

XVI.     IMPLEMENTATION OF AGREEMENT

         The parties agree to provide the appropriate staff support to ensure
effective implementation, administration of this Agreement and conversion of
pricing for existing services to the appropriate rates contained in this
Agreement.  

XVII.    AUDITING PROCEDURES

         A.        Within thirty (30) days of a party's receipt of a written
request to audit, such party must provide a mutually acceptable independent
auditor (the"Auditor") with access to such party's books and records so that
the Auditor can perform an audit of the billing of traffic between the parties.
The parties agree to retain records of call detail for a minimum of nine months
from which the PLU can be ascertained. The audit shall be performed by the
Auditor during normal business hours at an office designated by the party being
audited. Audit requests shall not be submitted more frequently than once per
calendar year. The PLU shall be adjusted based upon the audit results and shall
apply to the usage for the quarter the audit was completed, the usage for the
quarter prior to the completion of the audit, and to the usage following the
completion of the audit until again revised pursuant to a subsequent audit. The
party requesting the audit shall pay the cost of the audit, including the
Auditor's fees, except that if, as a result of the audit, the party being
audited is found to have overstated the PLU by twenty percentage points or
more, that party shall reimburse the party requesting the audit for the cost of
the audit, including the Auditor's fees.

         B.         For combined interstate and intrastate Carrier Toll Traffic
terminated by BellSouth over the same facilities, Carrier shall provide a PIU
factor to BellSouth.  Carrier does not intend to provide interexchange carrier
services to BellSouth end-users. Nevertheless, should Carrier in the future
provide toll services through the use of network switched access services, then
all jurisdictional report requirements, rules and regulations specified in
E2.3.14 of BellSouth's Intrastate Access Services Tariff will apply to
Carrier's services and operations to the same degree and in the same manner as
such requirements, rules, and regulations apply to BellSouth. After the Local
Traffic percentage has been determined by use of the PLU factor for application
and billing of local interconnection, the PIU factor will be used for
application and billing of interstate





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<PAGE>   13




and intrastate access charges, as appropriate.


XVIII.    LIABILITY AND INDEMNIFICATION

         A.   Liability Cap.

         (1) With respect to any claim or suit, whether based in contract, tort
or any other theory of legal liability, by Carrier, any Carrier customer or by
any other person or entity, for damages associated with any of the services
provided by BellSouth pursuant to or in connection with this Agreement,
including but not limited the installation, provision, preemption, termination,
maintenance, repair or restoration of service, and subject to the provisions of
the remainder of this Article XVIII, BellSouth's liability shall be limited to
an amount equal to the proportionate charge for the service provided pursuant
to this Agreement, for the period during which the service was affected.
Notwithstanding the foregoing, claims for damages by Carrier, and Carrier
customer or any other person or entity resulting from the gross negligence or
willful misconduct of BellSouth and claims for damages by Carrier resulting
from the failure of BellSouth to honor in one or more material respects any one
or more of the material provisions of this Agreement shall not be subject to
such limitation of liability.

         (2) With respect to any claim or suit, whether based in contract, tort
or any other theory of legal liability, by BellSouth, any BellSouth customer or
by any other person or entity, for damages associated with any of the services
provided by Carrier pursuant to or in connection with this Agreement, including
but not limited to the installation, provision, preemption, termination,
maintenance, repair or restoration of service, and subject to the provisions of
the remainder of this Article XVIII, Carrier's liability shall be limited to an
amount equal to the proportionate charge for the service provided pursuant to
this Agreement for the period during which the service was affected.
Notwithstanding the foregoing, claims for damages by BellSouth, any BellSouth
customer or any other person or entity resulting from the gross negligence or
willful misconduct of Carrier and claims for damages by BellSouth resulting
from the failure of Carrier to honor in one or more material respects any one
or more of the material provisions of this Agreement shall not be subject to
such limitation of liability.

         B.      Neither party shall be liable for any act or omission of any
other telecommunications company to the extent such other telecommunications
company provides a portion of a service.

         C.      Neither party shall be liable for damages to the other party's
terminal location, point of interconnection, or the other party's customers'
premises resulting from the furnishing of a service, including but not limited
to the installation and removal of equipment and associated wiring, except to
the extent the damage is caused by such Party's gross negligence or willful
misconduct.

         D.      Each party shall, to the greatest extent permitted by the law
governing this





                                     13
<PAGE>   14




Agreement ("Applicable Law"), include in its tariff (if it files one) or, where
it does not file a tariff, in an appropriate contract with its customers that
relates to the subject matter of this Agreement, a limitation of liability (i)
that covers the other party to the same extent the first party covers itself
and (ii) that limits the amount of damages a customer may recover to the amount
charged the applicable customer for the service that gave rise to such loss.

         E.      No Consequential Damages - EXCEPT AS OTHERWISE PROVIDED IN
THIS SECTION XVIII, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFERED BY
SUCH OTHER PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS,
LOST REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER PARTY),
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT
LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER
ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE
POSSIBILITY THAT SUCH DAMAGES COULD RESULT.  EACH PARTY HEREBY AGREES TO HOLD
HARMLESS THE OTHER PARTY AND SUCH OTHER PARTY'S AFFILIATES, AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ALL SUCH DAMAGES.
PROVIDED, HOWEVER, NOTHING CONTAINED IN THIS SECTION XVIII SHALL LIMIT A
PARTY'S LIABILITY TO THE OTHER FOR (I) WILLFUL OR INTENTIONAL MISCONDUCT, GROSS
NEGLIGENCE, OR FAILURE TO HONOR ONE OR MORE OF THE MATERIAL PROVISIONS OF THIS
AGREEMENT IN ONE OR MORE MATERIAL RESPECTS; (II) BODILY INJURY, DEATH OR DAMAGE
TO TANGIBLE REAL OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY A PARTY'S
NEGLIGENT ACT OR OMISSION OR THAT OF ITS AGENTS, SUBCONTRACTORS OR EMPLOYEES,
NOR SHALL ANYTHING CONTAINED IN THIS SECTION XVIII LIMIT THE PARTIES'
INDEMNIFICATION OBLIGATIONS AS SPECIFIED HEREIN.

         F.      Obligation to Indemnify - Each party shall, and hereby agrees
to, defend at the other party's request, indemnify and hold harmless the other
party and each of its officers, directors, employees and agents (each, an
"Indemnitee") against and in respect of any loss, debt, liability, damage,
obligation, claim, demand, judgment or settlement of any nature or kind, known
or unknown, liquidated or unliquidated, including without limitation all
reasonable costs and expenses incurred (legal, accounting or otherwise)
(collectively, "Damages") arising out of, resulting from or based upon any
pending or threatened claim, action, proceeding or suit by any third party (a
"Claim") (i) arising from any breach of any representation, warranty or
covenant made by such indemnifying party (the "Indemnifying Party") in this
Agreement, (ii) based upon injuries or damage to any person or property or the
environment arising out of or in connection with this Agreement that are the
result of the Indemnifying Party's actions, breach of Applicable Law, or status
of its employees, agents and subcontractors, or (iii) for actual or alleged
infringement of any patent, copyright, trademark, service mark, trade name,
trade dress, trade secret or any other intellectual





                                     14
<PAGE>   15




property right, now known or later developed (referred to as "Intellectual
Property Rights") to the extent that such Claim for infringement arises from
lndemnitee's use of the services provided to it under this Agreement.

         G.      Each party's failure to perform under this Agreement shall be
excused by labor strikes, civil commotion, criminal actions taken against them,
acts of God, and other circumstances beyond their reasonable control.

         H.      The obligations of the parties contained within this section
shall survive/e the expiration of this Agreement.

XIX.     MORE FAVORABLE PROVISIONS

         A.      The parties agree that if ---

1.       the FCC or the Commission finds that the terms of this Agreement are
inconsistent in one or more material respects with any of its or their
respective decisions, rules, or regulations, or

2.       the FCC or the Commission preempts the effect of this Agreement, then,
in either case,

upon such occurrence becoming final and no longer subject to administrative or
judicial review, the parties shall immediately commence good faith negotiations
to conform this Agreement to the requirements of any such decision, rule,
regulation, or preemption.  The revised agreement shall have the same effective
date as the initial FCC or Commission action giving rise to such negotiations.
The rates, terms, and conditions of any new agreement shall not be applied
retroactively to any period prior to such effective date except to the extent
that such retroactive effect is expressly required by such FCC or Commission
decision, rule, regulation, or preemption.

         B.      In the event that BellSouth, either before or after the
Effective Date, enters into an agreement with any other telecommunications
carrier (an "Other Interconnection Agreement") which provides for the provision
within a state of any of the arrangements covered by this Agreement upon rates,
terms or conditions that differ from the rates, terms and conditions for such
arrangements set forth in this Agreement ("Other Terms"), then BellSouth shall
be deemed thereby to have offered such arrangements to Carrier upon such Other
Terms in that state only, which Carrier may accept as provided in Part E of
this Section. In the event that Carrier accepts such offer within sixty (60)
days after the Commission, or the FCC, as the case may be, approves such Other
Interconnection Agreement pursuant to Section 252 of the Act, or within thirty
(30) days after Carrier acquires actual knowledge of an Other Interconnection
Agreement not requiring the approval of the Commission pursuant to Section 252
of the Act, as the case may be, such Other Terms shall be effective between
BellSouth and Carrier as of the effective date of such Other Interconnection
Agreement or the





                                     15
<PAGE>   16




Effective Date of this Agreement, whichever is later. In the event that Carrier
accepts such offer more than sixty (60) days after the Commission, or the FCC,
as the case may be, approves such Other Interconnection Agreement pursuant to
Section 252 of the Act, or more than thirty (30) days after acquiring actual
knowledge of an Other Interconnection Agreement not requiring the approval of
the Commission pursuant to Section 252 of the Act, as the case may be, such
Other Terms shall be effective between BellSouth and Carrier as of the date on
which Carrier accepts such offer.

         C.      In the event that after the Effective Date the FCC or the
Commission having jurisdiction enters an order (an"Interconnection Order")
requiring BellSouth to provide within a particular state any of the
arrangements covered by this Agreement upon Other Terms, then upon such
Interconnection Order becoming final and not subject to further administrative
or judicial review, BellSouth shall be deemed to have offered such arrangements
to Carrier upon such Other Terms, which Carrier may accept as provided in Part
E of this Section. In the event that Carrier accepts such offer within sixty
(60) days after the date on which such Interconnection Order becomes final and
not subject to further administrative or judicial review, such Other Terms
shall be effective between BellSouth and Carrier as of the effective date of
such Interconnection Order or the Effective Date of this Agreement, whichever
is later. In the event that Carrier accepts such offer more than sixty (60)
days after the date on which such Interconnection Order becomes final and not
subject to further administrative or judicial review, such Other Terms shall be
effective between BellSouth and Carrier as of the date on which Carrier accepts
such offer.

         D.      In the event that after the Effective Date BellSouth files and
subsequently receives approval for one or more intrastate or interstate tariffs
(each, an "Interconnection Tariff") offering to provide within a particular
state any of the arrangements covered by this Agreement upon Other Terms, then
upon such Interconnection Tariff becoming effective, BellSouth shall be deemed
thereby to have offered such arrangements to Carrier upon such Other Terms in
that state only, which Carrier may accept as provided in Part E of this
Section. In the event that Carrier accepts such offer within sixty (60) days
after the date on which such Interconnection Tariff becomes effective, such
Other Terms shall be effective between BellSouth and Carrier as of the
effective date of such Interconnection Tariff or the Effective Date of this
Agreement, whichever is later. In the event that Carrier accepts such offer
more than sixty (60) days after the date on which such Interconnection Tariff
becomes effective, such Other Terms shall be effective between BellSouth and
Carrier as of the date on which Carrier accepts such offer.

         E.      In the event that BellSouth is deemed to have offered Carrier
the arrangements covered by this Agreement upon Other Terms, Carrier in its
sole discretion may accept such offer either --

          1.      by accepting such Other Terms in their entirety; or

          2.     by accepting the Other Terms that directly relate to any one
or more of the following arrangements as described by lettered category:





                                     16
<PAGE>   17




         a.  local interconnection (including transport and termination),

         b.  interLATA and IntraLATA toll traffic interconnection,

         c.  unbundled access to network elements, which include: local loops,
         network interface devices, switching capability, interoffice
         transmission facilities, signaling networks and call-related
         databases, operations support systems functions, operator services and
         directory assistance, and any elements that result from subsequent
         bona fide requests,

         d.      access to poles, ducts, conduits and rights-of-way,

         e.      access to 911/E911 emergency network,

         f.      collocation, or

         g.      access to telephone numbers.

The terms of this Agreement, other than those affected by the Other Terms
accepted by Carrier, shall remain in full force and effect.

         F.      Corrective Payment.       In the event that --

         1.      BellSouth and Carrier revise this Agreement pursuant to Part 
A of this Section, or

         2.      Carrier accepts a deemed offer of Other Terms pursuant to Part
E of this Section, then BellSouth or Carrier, as applicable, shall make a
corrective payment to the other party to correct for the difference between (a)
the rates set forth herein and (b) the rates in such revised agreement or Other
Terms for the period from (x) the effective date of such revised agreement or
Other Terms until (y) the later of the date that the parties execute such
revised agreement or the parties implement such Other Terms, plus simple
interest at a rate equal to the thirty (30) day commercial paper rate in effect
from time to time for high-grade, unsecured notes sold through dealers by major
corporations in multiples of $1,000.00 as regularly published in The Wall
Street Journal.

XX.      TAXES

         A.      For the purposes of this section, the terms "taxes" and "fees"
shall include but not be limited to federal, state or local sales, use, excise,
gross receipts or other taxes or tax-like fees of whatever nature and however
designated (including tariff surcharges and any fees, charges or other
payments, contractual or otherwise, for the use of public streets or rights of
way, whether designated as franchise fees or otherwise) imposed, or sought to
be imposed, on or with respect to the services furnished hereunder or measured
by the charges or payments therefor, excluding any taxes levied on income.





                                     17
<PAGE>   18




         B.      Taxes and fees imposed on the providing party, which are
neither permitted nor required to be passed on by the providing party to its
customer, shall be borne and paid by the providing party.  Taxes and fees
imposed on the purchasing party, which are not required to be collected and/or
remitted by the providing party, shall be borne and paid by the purchasing
party.

         C.      Taxes and fees imposed on the purchasing party shall be borne
by the purchasing party, even if the obligation to collect and/or remit such
taxes or fees is placed on the providing party.  To the extent permitted by
applicable law, any such taxes and/or fees shall be shown as separate items on
applicable billing documents between the parties.  Notwithstanding the
foregoing, the purchasing party shall remain liable for any such taxes and fees
regardless of whether they are actually billed by the providing party at the
time that the respective service is billed.

         D.      If the purchasing party determines that in its opinion any
such taxes or fees are not lawfully due, the providing party shall not bill
such taxes or fees to the purchasing party if the purchasing party provides
written certification, reasonably satisfactory to the providing party, stating
that it is exempt or otherwise not subject to the tax or fee, setting forth the
basis therefor, and satisfying any other requirements under applicable law.  If
any authority seeks to collect any such tax or fee that the purchasing party
has determined and certified not to be lawfully due, or any such tax or fee
that was not billed by the providing party, the purchasing party may contest
the same in good faith, at its own expense.  In the event that such contest
must be pursued in the name of the providing party, the providing party shall
permit the purchasing party to pursue the contest in the name of providing
party and providing party shall have the opportunity to participate fully in
the preparation of such contest.  In any such contest, each party shall
promptly furnish the others with copies of all filings in any proceeding,
protest, or legal challenge, all rulings issued in connection therewith, and
all correspondence between the purchasing party and the taxing authority.

         E.      If it is ultimately determined that any additional amount of
such a tax or fee is due to the imposing authority, the purchasing party shall
pay such additional amount, including any interest and penalties thereon.
Notwithstanding any provision to the contrary, the purchasing party shall
protect, indemnify and hold harmless (and defend at the purchasing party's
expense) the providing party from and against any such tax or fee, interest or
penalties thereon, or other charges or payable expenses (including reasonable
attorney fees) with respect thereto, which are reasonably and necessarily
incurred by the providing party in connection with any claim for or contest of
any such tax or fee.  Each party shall notify the other party in writing of any
assessment, proposed assessment or other claim for any additional amount of
such a tax or fee by a taxing authority; such notice to be provided, if
possible, at least ten (10) days prior to the date by which a response, protest
or other appeal must be filed, but in no event later than thirty (30) days
after receipt of such assessment, proposed assessment or claim.

         F.      Taxes and fees imposed on the providing party, which are
permitted or required to be passed on by the providing party to its customer,
shall be borne by the





                                     18
<PAGE>   19




purchasing party.  To the extent permitted by applicable law, any such taxes
and/or fees shall be shown as separate items on applicable billing documents
between the parties.  Notwithstanding the foregoing, the purchasing party shall
remain liable for any such taxes and fees regardless of whether they are
actually billed by the providing party at the time that the respective service
is billed.

         G.      If the purchasing party disagrees with the providing party's
determination as to the application or basis for any such tax or fee, the
parties shall consult with respect to the imposition and billing of such tax or
fee and with respect to whether to contest the imposition of such tax or fee.
Notwithstanding the foregoing, the providing party shall retain  responsibility
for determining whether and to what extent any such taxes or fees are
applicable. The providing party shall further retain responsibility for
determining whether and how to contest the imposition of such taxes or fees,
provided, however, the parties agree to consult in good faith as to such
contest and that any such contest undertaken at the request of the purchasing
party shall be at the purchasing party's expense. In the event that such
contest must be pursued in the name of the providing party, the providing party
shall permit the purchasing party to pursue the contest in the name of the
providing party and the providing party shall have the opportunity to
participate fully in the preparation of such contest.

         H.      If after consultation in accordance with the preceding
Section, the purchasing party does not agree with the providing party's final
determination as to the application or basis of a particular tax or fee, and if
the providing party, after receipt of a written request by the purchasing party
to contest the imposition of such tax or fee with the imposing authority, fails
or refuses to pursue such contest or to allow such contest by the purchasing
party, the purchasing party may utilize the dispute resolution process outlined
in Section XXII of this Agreement. Utilization of the dispute resolution
process shall not relieve the purchasing party from liability for any tax or
fee billed by the providing party pursuant to this subsection during the
pendency of such dispute resolution proceeding. In the event that the
purchasing party prevails in such dispute resolution proceeding, it shall be
entitled to a refund in accordance with the final decision therein.
Notwithstanding the foregoing, if at any time prior to a final decision in such
dispute resolution proceeding the providing party initiates a contest with the
imposing authority with respect to any of the issues involved in such dispute
resolution proceeding, the dispute resolution proceeding shall be dismissed as
to such common issues and the final decision rendered in the contest with the
imposing authority shall control as to such issues.

         I.      In the event that all or any portion of an amount sought to be
collected must be paid in order to contest the imposition of any such tax or
fee, or to avoid the existence of a lien on the assets of the providing party
during the pendency of such contest, the purchasing party shall be responsible
for such payment and shall be entitled to the benefit of any refund or
recovery. If it is ultimately determined that any additional amount of such a
tax or fee is due to the imposing authority, the purchasing party shall pay
such additional amount, including any interest and penalties thereon.





                                     19
<PAGE>   20




         J.      Notwithstanding any provision to the contrary, the purchasing
party shall protect, indemnify and hold harmless (and defend at the purchasing
party's expense) the providing party from and against any such tax or fee,
interest or penalties thereon, or other reasonable charges or payable expenses
(including reasonable attorney fees) with respect thereto, which are incurred
by the providing party in connection with any claim for or contest of any such
tax or fee. Each party shall notify the other party in writing of any
assessment, proposed assessment or other claim for any additional amount of
such a tax or fee by a taxing authority; such notice to be provided, if
possible, at least ten (10) days prior to the date by which a response, protest
or other appeal must be filed, but in no event later than thirty (30) days
after receipt of such assessment, proposed assessment or claim.

         K.      In any contest of a tax or fee by one party, the other party
shall cooperate fully by providing records, testimony and such additional
information or assistance as may reasonably be necessary to pursue the contest.
Further, the other party shall be reimbursed for any reasonable and necessary
out-of-pocket copying and travel expenses incurred in assisting in such
contest. Notwithstanding any other provision in this Agreement, each party
agrees to indemnify and hold harmless the other party from and against any
losses, damages, claims, demands, suits, liabilities, and expenses including
reasonable attorney's fees, that arise out of its failure to perform its
obligations under this Section.

XXI.    TREATMENT OF PROPRIETARY AND CONFIDENTIAL INFORMATION

         A.      The  parties agree that it may be necessary to provide each
other with certain confidential information, including trade secret
information, including but not limited to, technical and business plans,
technical information, proposals, specifications, drawings, procedures,
customer account data, call detail records and like information (hereinafter
collectively referred to as "Information"). The parties agree that if
Information is provided in written, graphic or other usable form and clearly
marked with a confidential, private or proprietary legend, then that
Information will be returned to the owner within a reasonable time. Both
parties agree that such marked Information shall not be copied or reproduced in
any form except to the extent required to perform this Agreement. The parties
shall protect any Information received from distribution, disclosure or
dissemination to anyone except employees of the parties with an identifiable
need to know such Information who agree in writing to be bound by the terms of
this Section; however, in no event shall any of Carrier's Information be
disclosed to any person employed by an affiliate of BellSouth engaged in the
provision of CMRS. In the event any person having had access to Carrier's
Information is subsequently employed by an affiliate of BellSouth engaged in
the provision of CMRS, such person shall be required to agree in writing not to
reveal or use such Information. The parties will use the same standard of care
to protect Information received as they would use to protect their own
confidential and proprietary Information.

         B.      Notwithstanding the foregoing, all Information in any party's
possession that would constitute Customer Proprietary Network Information of
the party or the





                                     20
<PAGE>   21




parties' customers pursuant to any federal or state law or the rules and
regulations of the FCC or any state commission, and any Information developed
or received by a party regarding the other party's facilities, services,
volumes, or usage shall automatically be deemed confidential Information for
all purposes, even if not marked as such, and shall be held confidential as is
required for Information.

         C.      Notwithstanding the foregoing, there will be no obligation to
protect any portion of any Information that is either: 1) made publicly
available by the owner of the Information or lawfully disclosed by a nonparty
to this Agreement; 2) lawfully obtained from any source other than the owner of
the Information; 3) independently developed by personnel of the receiving party
to whom Information had not been previously disclosed and not based on or
derived from such Information; or 4) previously known to the receiving party
without an obligation to keep it confidential. A party may also disclose all
Information it is required or ordered to disclose by law, a court, or
governmental agency, as long as the party that owns such Information has been
notified of the required disclosure promptly after the disclosing party becomes
aware of its requirement to disclose. The party required to disclose the
Information shall take all lawful measures to avoid disclosing the Information
called for until the party that owns the Information has had a reasonable time
to seek and comply with a protective order issued by a court or governmental
agency of competent jurisdiction that with respect to the Information otherwise
required to be disclosed.

         D.       The party's obligations to safeguard information shall
survive the expiration or termination of this Agreement.

XXII.    RESOLUTION OF DISPUTES

         Except as otherwise stated in this Agreement, if any dispute arises as
to the interpretation of any provision of this Agreement or as to the proper
implementation of this Agreement, the parties shall initially refer the
disputed issue to individuals designated by the parties.  If the issue is not
resolved within 30 days, either party may petition the Commission for a
resolution of the dispute, and/or pursue any other remedy available to it at
law or in equity.

XXIII.   LIMITATION OF USE

         The parties agree that this Agreement shall not be proffered by either
party in any jurisdiction as evidence of any concession or as a waiver of any
position taken by the other party in that or any other jurisdiction or for any
other purpose.

XXIV.    WAIVERS

         This Agreement may not be amended in any way except upon the written
consent of the parties.  No party shall be deemed to have waived any rights it
has under the Agreement based on its prior decision not to enforce, or its
failure to strictly enforce, any such rights.  No amendment or waiver of any
provision of this Agreement, and no consent to any default under this Agreement
shall be effective unless the same





                                     21
<PAGE>   22




is in writing and signed by an officer of the party against whom such
amendment, waiver or consent is claimed.

XXV.     MISCELLANEOUS TERMS

         A.      This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Georgia, without regard
to Georgia's conflict of law principles, and, where applicable, federal law,
including the Communications Act of 1934, as amended by the Act.

         B.      In the event any provision of this Agreement shall be held to
be invalid, illegal or unenforceable, it shall be severed from the Agreement
and the remainder of this Agreement shall remain valid and enforceable and
shall continue in full force and effect; provided, however, that if any severed
provisions of this Agreement are essential to any party's ability to continue
to perform its material obligations hereunder to the reasonable satisfaction of
the party to which the obligations are owed, the parties shall immediately
begin negotiations of new provisions to replace the severed provisions.

         C.      INTENTIONALLY DELETED

         D.      INTENTIONALLY DELETED

         E.      The parties are independent contractors and nothing herein
shall be construed to imply that they are partners, joint venturers or agents
of one another.

         F.      Except as otherwise expressly provided in this Agreement, each
of the remedies provided under this Agreement is cumulative and is in addition
to any remedies that may be available at law or in equity.

         G.      Except as may be specifically set forth in this Agreement,
this Agreement does not provide and shall not be construed to provide any
person not a party or proper assignee or successor hereunder with any remedy,
claim, liability, reimbursement, cause of action, or other privilege arising
under or relating to this Agreement.

         H.      Neither party shall publish or use any advertising, sales
promotions or other publicity materials that use the other party's logo,
trademarks or service marks without the prior written approval of the other
party.

         I.      No party may assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of the other
party, which will not be unreasonably withheld; provided, that (i) the parties
will permit the addition of wholly-owned Affiliates as parties hereto and (ii)
a party may assign its rights or delegate its obligations hereunder without the
consent of the other party to a wholly-owned Affiliate if such Affiliate is, in
the case of BellSouth, an authorized local exchange telephone carrier, or in
the case of Carrier, a licensed provider of radio telecommunications services,
and provided further that (a) the performance of any assignee shall be





                                     22
<PAGE>   23




guaranteed by any such assignor and (b) a Carrier may also assign its rights or
obligations to a controlling parent corporation without the consent of
BellSouth

         J.      Any liabilities or obligations of a party for acts or
omissions prior to the cancellation or termination of this Agreement, any
obligation of a party under the provisions regarding indemnification,
Confidential Information, limitations on liability, and any other provisions of
this Agreement which, by their terms, are contemplated to survive (or to be
performed after) termination of this Agreement, shall survive cancellation or
termination thereof.

         K.      Whenever any provision of this Agreement refers to a technical
reference, technical publication, any publication of telecommunications
industry administrative or technical standards, or any other document
specifically incorporated into this Agreement, it will be deemed to be a
reference to the most recent version or edition (including any amendments,
supplements, addenda, or successors) or such documents that is in effect, and
will include the most recent version or edition (including any amendments,
supplements, addenda, or successors) or each document incorporated by reference
in such a technical reference, technical publication, or publication of
industry standards.  Should there be an inconsistency between or among
publications or standards, the parties shall mutually agree upon which
requirement shall apply.

         L.      The drafting of this Agreement was a collaborative effort
between the parties.  Accordingly, in connection with the interpretation for
any reason of any provision of this Agreement, there shall be no inference
drawn against the party that drafted such provision.

XXVI.    EXECUTION

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and which together shall constitute a single
agreement.  A facsimile copy of a party's execution of this Agreement shall be
valid and binding upon the party and must be followed as soon as practicable
thereafter by the original version of such execution.

XXVII.  NOTICES

         A.      Every notice, consent, approval, or other communications
required or contemplated by this Agreement shall be in writing and shall be
either delivered in person or by overnight express service addressed to:

BellSouth Telecommunications, Inc.              CARRIER
675 W. Peachtree St. N.E.                       InterCel, Inc.
Suite 4300                                      1233 O.G. Skinner Drive
Atlanta, Georgia  30375                         West Point, Georgia 31833
Attn: Legal Dept. "Wireless" Attorney           Attn: Vice President & General
                                                      Counsel





                                       23
<PAGE>   24




         B.      A  party may change the designated representative and/or
address for the receipt of notices by giving seven (7) days prior written
notice to the other party.  Any notice or other communication is deemed given
when received.

XXVIII.   ENTIRE AGREEMENT

         This Agreement (including all attachments incorporated herein)
constitutes the entire agreement of the parties with respect to the matters
expressly set forth herein and supersedes any prior agreements, understanding,
undertakings, or communications, oral or written, of the parties with respect
to such matters.

BELLSOUTH TELECOMMUNICATIONS, INC.         INTERCEL, INC.                     
                                                                              
                                                                              
By: /s/ Jerry D. Hendrix                   By: /s/ Edward C. Horner           
    ------------------------------             -------------------------------
Its:                                       Its: Chief Operating Officer       
                                                                              
         Jerry D. Hendrix                  Edward C. Horner                    
----------------------------------         -----------------------------------
Name                                       Name                               
                                                                              
Date:  3/26/97                             Date:  April 1, 1997                 
       ---------------------------                ----------------------------





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                                 ATTACHMENT B-1

         A.      Except as for those services for which no usage charges are
applicable in BellSouth's tariffs, the rate that each party shall pay to the
other for the transport and termination of Local Traffic shall be as follows,
subject to the adjustment identified in paragraph C below:


                          (1)     For Types 1, 2A, and 2A-CCS7

                                  Interconnection:      Alabama        $.00671
                                                        Georgia        $.00648

                          (2)     For Types 2B and 2B-CCS7

                                  Interconnection:       Alabama       $.0017 
                                                         Georgia       $.0016

         B.      With respect to amounts to be charged to BellSouth, the Type
2B and Type 2B-CCS7 rate above shall only apply to Local Traffic that BellSouth
delivers to any Carrier's MSC via a direct trunk from a BellSouth end office
(a) to which Carrier has a Type 2B interconnection facility and (b) that serves
the same BellSouth subscribers to which Carrier may terminate Local Traffic
over such Type 2B interconnection facility; other Local Traffic subject to
usage charges shall be billed to BellSouth at the Type 2A rate set forth above.

         C.      The Type 1, Type 2A, and Type 2A-CCS7 rate set forth above
includes $.0025 as an Interim LATA-wide Additive.  This Interim LATA-wide
Additive of $.0025 is subject to the adjustment described in Section V of the
Agreement.  When this adjustment is completed, the rates above for Type 1, Type
2A, and Type 2A-CCS7 interconnection shall be adjusted upward or downward to
reflect the Final LATA-wide Additive determined pursuant to Section V.