<PAGE>

                                                                  Exhibit 10.14



                      INTERCARRIER   ROAMER   SERVICE   AGREEMENT
                      -------------------------------------------



         THIS AGREEMENT dated as of the 16th day of January, 1997, by and
between AIRTOUCH Cellular, sometimes referred to as ATC, and PriCellular
Corp., sometimes referred to as PriCellular, on behalf of those general and
limited partnerships set forth in Appendix I, attached hereto and hereby
incorporated herein. The partnerships listed in Appendix I as the ATC
Licensees and Permittees" are herein referred to as the "ATC Parties," the
partnerships listed in Appendix I as the "PriCellular Licensees and
Permittees" are herein referred to as the "PriCellular Parties," or
individually as a "ATC Party" or a "PriCellular Party," respectively; ATC,
PriCellular, the ATC Parties and the PriCellular Parties are collectively
referred to as the "Parties" and individually as a "Party."

                                     RECITAL
                                     -------

         WHEREAS, the Parties desire to make arrangements to facilitate the
provision of cellular service to Roamers in accordance with the "General Terms
and Conditions for Roaming," attached hereto as Appendix II, and "Operating
Procedures," attached hereto as Appendix III (Appendix II and Appendix III are
hereby incorporated herein and such Appendices and all attachments hereto are
referred to herein as the "General Terms"), for as long as is practicable.

<PAGE>

                                MUTUAL AGREEMENT
                                ----------------

         NOW, THEREFORE, in consideration of the mutual promises herein set
forth and intending to be legally bound hereby, the Parties do hereby agree as
follows

         1.     Under the conditions set forth herein, to be bound by the
General Terms attached hereto, as they may be properly amended from time to
time.

         2.     The Home Carrier shall be liable to the Serving Carrier in
accordance with Paragraph 2.1 of Appendix II for all of the service and
pass-through charges for all calls chargeable to the Home Carrier's customers
(including the customers of its resellers) and invoiced by the Serving Carrier
to the Home Carrier as specified in Appendix III. "Home Carrier" and "Serving
Carrier" are defined in Appendix II.

         3.     In the event that roaming becomes technically or
administratively impracticable on any Party's system(s) or if an unacceptable
level of unauthorized use occurs, either ATC or PriCellular may suspend this
Agreement, pursuant to Paragraphs 4.2 and Section VI of Appendix II by written
notice to the other and, in such event, the Home Carrier will notify its
customers no later than the next bill of the suspension of service. In the
event that such notice is required, the Home Carrier shall consult with the
Serving Carrier regarding the content of such notice and incorporate all
reasonable suggestions made by the Serving Carrier with

                                       2

<PAGE>

respect to such notice. In addition, the Serving Carrier, when communicating
with the customers of the Home Carrier, will use an explanation for the
suspension of service mutually agreed upon by ATC and PriCellular. In the
specific event that the impracticability of service is caused by the testing
or commercial service of a carrier other than the Serving Carrier operating in
the area served by the Serving Carrier and where the Serving Carrier is not,
in any respect, responsible for the impracticability, the Home Carrier may
include with its notice to its customers the following statement

                                     "NOTICE
                                      ------

         Previously you have been able to obtain service as a roamer in [Serving
Carrier's Service Area Affected] on [Serving Carrier's] system. Presently, you
may experience difficulty in using your service in [Serving Carrier's Service
Area Affected]. This is because [interfering carrier] is now
[testing/operating] its cellular system in [Serving Carrier's Service Area
Affected], and the difficulty is not the fault of [Serving Carrier]."

         4.     The notices referred to in Paragraph 10.1 of Appendix II
should be sent to

         A.     AIRTOUCH CELLULAR
                c/o Director Revenue Assurance
                P.O. Box 19707
                Irvine, CA 92713

                                       3

<PAGE>

         cc:    AIRTOUCH CELLULAR
                c/o LEGAL DEPARTMENT
                P.O. Box 19707
                Irvine, CA 92713

and

         B.     PriCellular Corp.
                Attn:  Tami Drew
                4010 Lake Washington Blvd. Suite 208
                Kirkland, WA 98033

Notices given pursuant to Articles VI and VII of Appendix II should be sent to

         A.     AIRTOUCH CELLULAR
                c/o Director Revenue Assurance
                P.O. Box 19707
                Irvine, CA 92713

         cc:    AIRTOUCH CELLULAR
                c/o LEGAL DEPARTMENT
                P.O. Box 19707
                Irvine,CA 92713
and

         B.     PriCellular Corp.
                45 Rockefeller ???
                New York, NY
                Attn: Steven Price

                                       4

<PAGE>

         5.     ATC and PriCellular each hereby represent and Warrant that (a)
they have been authorized by the ATC Parties and the PriCellular Parties,
respectively, to enter into this Agreement on such Party's behalf and (b) each
of the ATC Parties and each of the PriCellular Parties, respectively, is a
Licensee or Permittee of the Domestic Public Cellular Radio Telecommunications
System(s) and Station(s) shown on the attached Appendix I serving the area(s)
referred to therein. ATC or PriCellular may from time to time hereafter seek
to amend Appendix I of this Agreement to add and or delete a Licensee or
Permittee of a Domestic Public Cellular Radio Telecommunication System(s) and
Station(s) as a ATC Party or a PriCellular Party, respectively, to this
Agreement, upon written notice to the other and with the consent of the other
(which consent shall not be unreasonably withheld), in which event this
Agreement shall become effective between such additional party or parties and
all the existing Parties hereto, less any such deleted party or parties, as of
the date set forth in an agreed upon amended Appendix I.

         6.     This Intercarrier Roamer Service Agreement constitutes the
entire agreement and supersedes all other prior agreements and undertakings,
both oral and written, among the parties, or any of them, with respect to the
subject matter hereof.

                                       5

<PAGE>

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
date first above written.

AIRTOUCH Cellular
                                                         ----------------

By: /s/ Linda Mang                                By
   -----------------------------                    ---------------------------
         Linda Mang

Title: Director Revenue Assurance                 Title:
       --------------------------                       -----------------------



























                                       6

<PAGE>

                                                          Effective Date of
                                                              Appendix I is
                                                          February 27, 1997



                                  APPENDIX I TO

                      INTERCARRIER ROAMER SERVICE AGREEMENT

                                     BETWEEN

                                AIRTOUCH CELLULAR

                                       AND

                                   PRICELLULAR




                          ATC   LICENSEES   AND   PERMITTEES


<TABLE>
<CAPTION>

SYSTEM        STATION       SERVICE          CONSTRUCTION        LICENSE      PV        TALK/       BATCH/
COVERED       SID/BID       AREA             PERMIT GRANTED      GRANTED      TYPE      LISTEN      REALTIME
---------     ---------     -----------      --------------      -------      ----      ------      --------
<S>           <C>           <C>              <C>                 <C>          <C>       <C>         <C>
AIRTOUCH      KNKA 315      Atlanta          2/27/84             1/31/87      XLI       BOTH        PRECALL
Cellular
Atlanta

AIRTOUCH      KNKA 709      Athens,GA                                         XLI       BOTH        PRECALL
Cellular
Atlanta

AIRTOUCH      KNKQ 304      Madison,GA                                        XLI       BOTH        PRECALL
Cellular
Atlanta

AIRTOUCH      KNKN 547      Rome,GA                                           XLI       BOTH        PRECALL
Cellular
Atlanta

</TABLE>



*Operated as one system

                                                 7

<PAGE>

                                     __________________ LICENSEES AND PERMITTEES

<TABLE>
<CAPTION>

SYSTEM        STATION       SERVICE          CONSTRUCTION        LICENSE      PV        TALK/       BATCH/A
COVERED       SID/BID       AREA             PERMIT GRANTED      GRANTED      TYPE      LISTEN      REALTIME
---------     ---------     -----------      --------------      -------      ----      ------      --------
<S>           <C>           <C>              <C>                 <C>          <C>       <C>         <C>

</TABLE>

























                                                 8

<PAGE>

                                 APPENDIX II TO

                      INTERCARRIER ROAMER SERVICE AGREEMENT

                                     BETWEEN

                                AIRTOUCH CELLULAR

                                       and

                                   PRICELLULAR



                    GENERAL TERMS AND CONDITIONS FOR ROAMING

                                   DEFINITIONS



         A.     The "Agreement" means the Intercarrier Roamer Service
Agreement, including all appendices attached thereto, to which these General
Terms and Conditions for Roaming are attached.

         B.     The phrase "cellular service" means domestic public cellular
radio telecommunications service.

         C.     "Home Carrier" means a Party who is providing cellular service
to its registered customers in a geographic area where it holds a license or
permit for a domestic public cellular radio telecommunication system and
station.

         D.     "Serving Carrier" means a Party who provides cellular service
for registered customers of another Party while such customers are out of
their Home Carrier's geographic area and in the geographic area where the
Serving Carrier holds a license or permit for a domestic public cellular radio
telecommunication system and station.

                                       9

<PAGE>

         E.     "Roamer" means a customer who seeks cellular service in a
geographic area outside of the area served by the Party with whom it is
registered.

         F.     "Authorized" means a Roamer using equipment with the NPA/NXX
combination listed in accordance with Paragraph 3.2 of this Appendix II
(except as specified in Paragraph 3.2 hereof for when the Serving Carrier has
not received & negative notification in accordance with the provisions of
Article III hereof.

         G.     "CIBER" means Cellular Intercarrier Billing Exchange Roamer.

         H.     "CIBER Record" means the publication prepared by CIBERNET
Corporation, a wholly-owned subsidiary of the Cellular Telecommunications
Industry Association, as a service to the cellular service industry.

         I.     "ESN" means the Electronic Serial Number that is burned" in
the customer's cellular telephone set by the manufacturer.

         J.     "MIN" means the "Mobile Identification Number" which is
assigned by a Home Carrier to each of its registered customers.

         K.     "NPA/NXX combinations" means the six-digit numerical
combinations assigned by regulatory authorities to identify the area code and
prefix for cellular service.

         L.     "Authorized Receipt Point" or "ARP" means the location or
address of the party designated by the "Home

                                      10

<PAGE>

Carrier" as the delivery point for its CIBER records and authorized agent for
performing CIBER Edits.

         M.     "Clearinghouse" means that entity which provides for the
exchange of CIBER records and performs industry accepted CIBER edits including
edits to verify Industry Negative File information.

         N.     The phrase "approved CIBERNET Negative File Guidelines" means
the negative file guidelines appearing in the CIBER Record in effect from time
to time.

         O.     Unless specifically provided otherwise in the Agreement, all
words and phrases defined in the CIBER Record shall have the meaning herein
that they have therein.

         P.     "Industry Negative File" means the negative file maintained by
the authorized Clearinghouses in accordance with approved CIBERNET Negative
File Guidelines.



                                   PROVISIONS

                             I. PROVISION OF SERVICE

         1.1    Each Party shall provide, to any Authorized Roamer who so
requests, cellular service in accordance with its own tariffs and with the
terms and conditions of this Agreement.

         1.2    Notwithstanding anything in this Agreement to the contrary, a
Serving Carrier may suspend or terminate service to an Authorized Roamer in
accordance with the terms of its own tariffs, but such suspension or
termination shall not affect the rights and obligations of the Parties for

                                      11

<PAGE>

service furnished hereunder prior to such termination or suspension.

         1.3    In connection with its service to Roamers, no Serving Carrier
shall use recorded announcements or other inducements for an Authorized Roamer
to discontinue the cellular service of its Home Carrier or, unless otherwise
authorized herein, Roamer's use of a Serving Carrier's system.



                             II. DIVISION OF REVENUE

         2.1    Each Home Carrier, whose customers (including the customers of
its resellers) receive cellular service from a Serving Carrier as Authorized
Roamers under this Agreement, shall pay to the Serving Carrier who provided
such cellular service one-hundred percent (100%) of the Serving Carrier's
charges for cellular service and one hundred percent (100%) of pass-through
charges (i.e., any toll or other charges owed by the Serving Carrier hereunder
to any toll or other carrier in connection with providing such cellular
services).



                          III. EXCHANGE OF INFORMATION

         3.1    Attachment A to this Appendix II is a list furnished by the
respective Parties of the valid NPA/NXX combinations used by their respective
customers. These combinations shall be accepted by the other Parties. Each
NPA/NXX combination is and shall be within the entire line range (0000-9999),
or a specified portion thereof, in accordance with Appendix III. Each Party
shall be responsible

                                      12

<PAGE>

for all billings otherwise properly made under this Agreement to any number
listed by such Party within the range or ranges specified by it in Attachment
A. Additions, deletions, or changes to NPA/NXX combinations and line number
range(s) for their respective customers shall be sent by each Party to the
other Parties via ATC and PriCellular in the form of an amendment to
Attachment A, with an effective date as defined in Appendix III.

         3.2    Each Party shall provide to each other Party, via ATC and
PriCellular or their respective authorized representatives, a list of MINs
from among those within the NPA/NXX combination(s) identified pursuant to
Paragraph 3.1 hereof and of ESNs of the cellular telephones to which the other
Parties are not authorized to provide cellular service pursuant to this
Agreement, which shall be entered into the Industry Negative File. The
approved CIBERNET Negative File Guidelines shall be the governing criteria for
all Parties. Thereafter, from time to time, as agreed by ATC and PriCellular,
each Party shall notify each other Party through ATC and PriCellular, or their
respective authorized representatives, of all additions to, and deletions
from, these lists for the customers of that particular Party. Such
notifications shall be made during the normal business hours of ATC and
PriCellular, via the Clearinghouse, by the means set forth in Appendix III and
shall be in the form mutually agreed upon by ATC and PriCellular, and
effective as defined in Appendix III.

                                      13

<PAGE>

         3.2.1  Each Party hereby agrees to indemnify each and all of the
other Parties, together with their partners and any and all of their officers,
directors, employees, agents and/or affiliates, against, and hold them
harmless from, any and all claims, suits, demands, losses and expenses,
including attorneys' fees and disbursements, which may result in any way
whatsoever from the indemnified Party's denial of Roamer or local cellular
service to any cellular telephone which has been listed (pursuant to the
preceding Paragraph 3.2 hereof) by the indemnifying party as not being
authorized to receive service.

         3.2.2  Each Party, due to system limitations, may purge or delete
numbers of its customers from the lists as referred to in Paragraph 3.2
hereof, but in all such cases, such purging or deletion must be done in
accordance with the approved CIBERNET Negative File Guidelines. If purging or
deletion of numbers is done prior to the time frames established, or through
procedures not otherwise set forth, in the approved CIBERNET Negative File
Guidelines, the Party implementing the purge or deletion will assume financial
liability for any charges incurred by those numbers. All purges or deletions
made pursuant to this Paragraph 3.2.2 shall be given through ATC and
PriCellular and shall be in the form mutually agreed upon by ATC and
PriCellular and effective as of the time established by the approved CIBERNET
Negative File Guidelines (unless otherwise modified by mutual agreement of ATC
and PriCellular.


                                      14


<PAGE>

         3.3    To control fraudulent Roamer usage, each Party is required to
use a positive validation/verification ("PV") system provided by a mutually
agreed upon validation/verification service in all markets set forth in
Appendix I. Each Party shall provide to the other Parties, via ATC and
PriCellular a list of all markets and their PV status in the space provided in
Appendix I. Appendix I shall be promptly updated as changes occur in the PV
status of any market. The Parties shall cooperate in good faith on each of
their respective behalf to control fraudulent Roamer usage. All ATC and
PriCellular Parties agree to notify each other through ATC and PriCellular,
respectively, should such fraudulent usage become apparent on any Party's
system. If a Party to this Agreement has not implemented PV in each
operational market to be included in this Agreement, then Attachment B,
entitled "Fraud Liability", in a form satisfactory to ATC and PriCellular must
be executed and delivered by such Party prior to execution of this Agreement.
In addition, any new operational market that becomes operational after
execution of this Agreement shall automatically become subject to the
provisions of this Agreement, except where no PV has been implemented in such
market, an agreement which is satisfactory to ATC and PriCellular shall be
required to have been executed and delivered prior to the inclusion of such
market under the provisions of this Agreement. The Parties agree that calls
completed by a Serving Carrier, either (a) after a PV request

                                      15

<PAGE>

has determined that a Roamer is not a valid customer of the Home Carrier or
(b) for any unauthorized ESN after entry to the Industry Negative File has
become effective, shall be the sole responsibility of the Serving Carrier. PV
requests will be made on all Roamer MIN/ESN combinations in accordance with
Clearinghouse standard operating procedures as noted in Appendix III.

         3.4    Not later than the date of execution of this Agreement, the
Parties shall furnish each other through ATC and PriCellular with a copy of
their current or proposed tariffs. If any Party has filed for any changes in
an existing tariff, copies or the proposed revised pages also shall be
provided. Each Party shall also notify each other Party through ATC and
PriCellular of any applicable change in its tariffs, with an effective date as
specified in Appendix III, and shall include with such notice copies of the
revised pages of such tariffs. If tariffs are not required to be filed by a
certain jurisdiction, the Parties shall exchange through ATC and PriCellular
the written terms and conditions of service to be used in lieu thereof and any
amendments thereto.

         3.5    All information not of public record that is exchanged
pursuant to this Agreement shall be treated as confidential. Parties obtaining
such confidential information through this Agreement shall use it only as
necessary to carry out the purposes of this Agreement or as necessary to
comply with federal, state or local law. Parties obtaining

                                      16

<PAGE>

confidential information through this Agreement shall not disclose its
contents except as necessary to its duly authorized agents to carry out the
purposes of this Agreement or as necessary to comply with federal, state or
local law. The obligation to protect the confidentiality of information shall
survive the termination of the agreement for a period of five years.


                                   IV. BILLING

         4.1    Each Home Carrier shall be responsible for billing to, and
collecting from, its own customers all charges that are incurred by such
customers as a result of service provided to them as Authorized Roamers by the
Serving Carrier. The Home Carrier shall also be responsible for billing its
customers for, and remitting to, the Federal Government all federal excise tax
that may be due in connection with the service being billed by it to its
customers. While the Serving Carrier will be responsible for the computation
and remittance of all state and local taxes, each Home Carrier shall be liable
to the Serving Carrier for all such state and local taxes remitted by the
Serving Carrier, regardless of whether these amounts are paid to the Home
Carrier by its customers.

         4.2    The Parties will cooperate and, as necessary, supplement this
Agreement in order to minimize fraudulent or other unwarranted use of their
systems. If any Party decides that, in its sole judgement, despite due
diligence and

                                      17

<PAGE>

cooperation pursuant to the preceding sentence, fraudulent or other
unwarranted use has reached an unacceptable level of financial loss and is not
readily remediable, such Party may suspend this Agreement pursuant to Section
VI hereof.

         4.3    Each Serving Carrier who provides cellular service to an
Authorized Roamer pursuant to this Agreement shall forward Roamer billing
information, oh at least a weekly basis, in accordance with the procedures and
standards set forth in the CIBER Record to the Home Carrier s Authorized
Receipt Point. Except for Serving Carriers utilizing the CIBERNET Corporation
Net Settlement Program, each Serving Carrier who provides cellular service to
an Authorized Roamer pursuant to this Agreement shall send the Home Carrier a
paper invoice within the time period specified in Appendix III. This invoice
shall reflect all charges relating to service for which Authorized Roamer
billing information was forwarded to the Home Carrier during the previous
"Billing Period", as defined in Appendix III. The Serving Carrier will use the
information provided by its Clearinghouse for invoice preparation and support.
The Home Carrier shall be furnished with an invoice setting forth the same
information required in Appendix III from non-Clearinghouse Serving Carriers.
In either case, the Home Carrier will only pay for Authorized Roamer charges
based on the settlement report provided by its Clearinghouse.

         4.4    Where the Authorized Roamer billing information required to be
provided by the Serving Carrier in

                                      18

<PAGE>

accordance with Paragraph 4.3 above is not in accordance with the CIBER
Record, the Home Carrier may return the defective record to the Serving
Carrier as provided in the CIBER Record. Returning the defective record will
be in accordance with CIBER Record established procedures. The Serving Carrier
may correct the defective record and return it to the Home Carrier for
billing, provided that the time period from the date of the call to the
receipt of the corrected record does not exceed the time period specified
under "Message Date Edit" in Appendix III.

         4.5    No credit for insufficient data or defective records shall be
permitted except as provided in Paragraph 4.4 above, unless mutually agreed
upon by ATC and PriCellular. Any credit that is requested by the Home Carrier
must be fully documented and submitted utilizing the format set forth in
Attachment C.


                                  V. SETTLEMENT

         5.1    Each Party will settle its accounts with the other Parties on
the basis of billing information received pursuant to Section IV hereof as of
the "Close of Billing", as that phrase is defined in Appendix III. The Home
Carrier shall remit to the Serving Carrier's designated account by wire
transfer or check such amounts as are due to the Serving Carrier as of the
Close of Billing. Carriers utilizing net settlement procedures set forth in
the CIBER Record are not

                                      19

<PAGE>

required to submit a paper invoice and will make payments in accordance with
such net settlement procedures.

         5.2    Any payment which is received later than the date permitted in
Appendix III shall be subject to a late charge equal to that set forth in
Appendix III. The only exception to this requirement shall be late payments
which are delayed in forwarding through circumstances which are beyond the
control of the Home Carrier and are agreed to by the Serving Carrier, which
agreement shall not be unreasonably withheld.


                   VI. TERMINATION AND SUSPENSION OF AGREEMENT

         6.1    This Agreement may be suspended or terminal-in accordance with
the provisions hereof either (1) in part, but only as to a particular Domestic
Public Cellular Radio Telecommunications System/Station or Systems/Stations of
a Party or Parties, or (2) in whole.

         6.2    This Agreement may be terminated without cause by ATC or
PriCellular and effective upon thirty (30) days' written notice to the other.
In the event of a default under this Agreement or a change by state or federal
licensing authorities banning or severely impairing the use of Roamer service
by a ATC Party or a PriCellular Party, this Agreement may be terminated
immediate upon written notice by PriCellular to ATC or ATC to PriCellular
respectively.

                                      20

<PAGE>

         6.3    This Agreement may be suspended by ATC or PriCellular
immediately upon written notice to the other under the terms specified in this
Agreement. ATC and PriCellular shall work together to resolve as expeditiously
as possible any difficulty that causes such suspension. At such time as the
Party originally giving notice of suspension concludes that the problem
causing the suspension has been resolved, that Party shall give to the other
written notice to this effect. This Agreement shall resume in full effect five
(5) business days after ATC and PriCellular have mutually agreed that the
problem has been resolved, unless either ATC or PriCellular thereafter gives
written notice that in its reasonable view the problem necessitating the
suspension has not been resolved. If the problem causing the suspension of
this Agreement remains unresolved for thirty (30) days, this Agreement may be
terminated by written notification by either ATC or PriCellular to the other.

         6.4    The termination or suspension of this Agreement shall not
affect the rights and liabilities of the Parties under this Agreement with
respect to all Authorized Roamer charges incurred prior to the effective date
of such termination or suspension.

                                      21

<PAGE>

                                  VII. DEFAULT

         7.1    A Party will be in default under this Agreement upon the
occurrence of any of the following events

     (a) Breach of any term of this Agreement, if such breach shall continue for
     thirty days after receipt of written notice thereof;

     (b) Voluntary liquidation or dissolution;

     (c) A final order by the Federal Communications Commission ("FCC")
     revoking or denying renewal of the cellular service license or permit
     granted to such Party; or

     (d) Such Party (i) filing pursuant to a statute of the United States or
     of any state, a petition for bankruptcy or insolvency or for
     reorganization or for the appointment of a receiver or trustee for all
     or a portion of such Party's property, (ii) has filed against it,
     pursuant to a statute of the United States or of any state, a petition
     for bankruptcy or insolvency or for reorganization or for the
     appointment of a receiver or trustee for all or a portion of such
     Party's property, provided that within sixty (60) days after the filing
     of any such petition such Party fails to obtain a discharge thereof, or
     (iii) making an assignment for the benefit of creditors or petitioning
     for, or voluntarily entering into, an arrangement of similar nature,
     and provided that

                                      22

<PAGE>

     such filing, petition, or appointment is still continuing.


                          VIII. SUCCESSORS AND ASSIGNS

         8.1    None of the ATC or PriCellular Parties may sell, assign,
transfer, or convey its interest in this Agreement or any of its rights or
obligations hereunder without the written consent of PriCellular or ATC,
respectively, except that a Party may assign its rights and obligations
hereunder to an assignee of its cellular service license or permit issued by
the FCC, provided that such assignee expressly assumes, by written instrument
approved by ATC in the case of a PriCellular Party, and PriCellular in the
case of a ATC Party, all of the obligations of such Party hereunder and
thereby becomes a party hereunder. No person other than a Party to this
Agreement shall acquire any rights hereunder as a third-party beneficiary or
otherwise by virtue of this Agreement.


              IX. NO PARTNERSHIP OR AGENCY RELATIONSHIP IS CREATED

         9.1    Nothing contained in this Agreement shall constitute the
Parties as partners with one another or render any Party liable for any debts
or obligations of any other Party, nor shall any Party hereby be constituted
the agent of any other Party.

                                      23

<PAGE>

                    X. NOTICES AND AUTHORIZED REPRESENTATIVES

         10.1   Unless otherwise specified in this Agreement

     (a) All notices required under this Agreement shall be given in writing;
     and,

     (b) All notices shall be either personally delivered, dispatched by
     telegram, or dispatched by certified mail return receipt requested to the
     persons specified in this Agreement or to such other persons at such other
     addresses as either ATC or PriCellular may designate by written notice to
     the other.

         10.2   For the purposes of this Agreement, ATC shall be the
authorized representative of the ATC Parties and PriCellular shall be the
authorized representative of PriCellular Parties.


                                XI. MISCELLANEOUS

         11.1   The Parties agree to comply with, conform to, and abide by all
applicable and valid laws, regulations, rules and orders of all governmental
agencies and authorities, and agree that this Agreement is subject to such
laws, regulations, rules and orders.

         11.2   The Parties agree to use their respective best, diligent, and
good faith efforts to fulfill all of their obligations under this Agreement.
The Parties recognize, however, that to effectuate all the purposes of this
Agreement, it may be necessary either to enter into future

                                      24

<PAGE>

agreements or to amend this Agreement, or both. In that event, the Parties
agree to negotiate with each other in good faith.

         11.3   This Agreement constitutes the full and complete agreement of
the Parties. Any prior agreements among the Parties with respect to this
subject batter are hereby superseded. This Agreement may not be amended, except
by the written consent of the Parties. Waiver of any breach of any provision
of the Agreement must be in writing signed by ATC in the case of a breach by
PriCellular or a PriCellular Party, or by PriCellular in the case of breach by
ATC or a ATC Party, and such waiver shall not be deemed to be a waiver of any
preceding or succeeding breach of the same or any other provision. The failure
of a Party to insist upon strict performance of any provision of this
Agreement or any obligation under this Agreement shall not be a waiver of such
Party's right to demand strict compliance therewith in the future.

         11.4   The headings in this Agreement are inserted for convenience
and identification only and are not intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision thereof.

         11.5   This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same Agreement.

                                      25

<PAGE>

                               XII. CHOICE OF LAW

         12.1   This Agreement shall be construed in accordance with the laws
of the state of the Serving Carrier.
































                                      26

<PAGE>

                                                                 [ATTACHMENT A]

                                  CIBER RECORD

                             METHODS AND PROCEDURES



         The following information is furnished pursuant to Paragraph 3.1 of
Appendix II to the Intercarrier Roamer Service Agreement between ATC and
PriCellular.

AIRTOUCH Cellular


<TABLE>
<CAPTION>

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</TABLE>





By /s/ Linda Mang
  -----------------------
         Linda Mang


Title Director Revenue Assurance
      ---------------------------

Issue Date    2/27/97
           --------------

(The effective date shall be
that defined in Appendix III
of the above-referenced Inter-
carrier Roamer Service Agreement)


                                      27

<PAGE>

                                  CIBER RECORD

                             METHODS AND PROCEDURES



         The following information is furnished pursuant to Paragraph 3.1 of
Appendix II to the Intercarrier Roamer Service Agreement between ATC and
PriCellular.

AIRTOUCH Cellular


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--------------------------------------------------------------------------------
<S>            <C>               <C>          <C>       <C>            <C>

</TABLE>




SEE ATTACHED TECHNICAL DATA SHEET











AIRTOUCH Cellular



By
  -----------------------



Title
      ---------------------------

Issue Date
           --------------

(The effective date shall be
that defined in Appendix III
of the above-referenced Inter-
carrier Roamer Service Agreement)


                                      28

<PAGE>

                                                                 [ATTACHMENT B]


                                 FRAUD LIABILITY

         As of the effective date of this Agreement, a positive
validation/verification system ("PV") has been Implemented in each operational
market of each of the Parties to this Agreement.

         Therefore, the Parties to this Agreement have not included a form of
"Fraud Liability" agreement as Attachment B (see Paragraph 3.3 of Appendix II to
the Agreement).

         In the event that any new market becomes operatIonal after the
effective date of this Agreement and such market does not have a PV ("non-PV
Market"), the non-PV Market shall not be included under the provisions of this
Agreement until the Parties to this Agreement have agreed to the form of a
"Fraud Liability" agreement and such Fraud Liability agreement has been duly
executed and delivered to the other Party by the Party proposing to include the
non-PV Market under the provisions of this Agreement.


















                                      29

<PAGE>

                                                                 [ATTACHMENT C]


                                 CREDIT REQUEST


Home Carrier___________________________________________________________________

Serving Carrier________________________________________________________________

Date of Invoice________________________________________________________________

Date of Rated Usage Record Data________________________________________________

Batch # and Date_______________________________________________________

Number of Records______________________________________________________________

Amount of Invoice Not Justified $______________________________________________
(Airtime & Toll Charges, Other Charges & Taxes)

          _________Payment Withheld        ______Charge Back

Reasons for Withholding Payment or Charge Back

_____ 1.       Invoice is inconsistent with the Rated Usage Record
               Data with respect to

      ________ a.  Taxes;
      ________ b.  Other pass-through charges;
      ________ c.  Cellular service charges;
      ________ d.  Percentage of cellular service;
      ________ e.  Other (see attached reports)

_____ 2.          Rated Usage Record Data is incomplete for the charges
                  on the attached sheet

_____ 3.          NPA/NXX combination is not on the list authorized by
                  the Home Carrier

                  Mobile ID Number_____________________________________________
                  Electronic Serial Number_____________________________________

_____ 4.          Charges for Roamer usage specified on the attached
                  sheet that are not authorized by the Home Carrier;

_____ 5.          Batch totals and detail charges do not balance or batch
                  is out of sequence.

_____ 6.       CIBER rejects
_____ 7.       Other (specify below)
                                                            Home Carrier

Date ____________________                            By________________________
                                            Title______________________________




                                      30

<PAGE>

                                                              Effective Date of
                                                                   Appendix III
                                                          is February 27, 1997.



                                 APPENDIX III TO

                      INTERCARRIER ROAMER SERVICE AGREEMENT

                                     BETWEEN

                                AIRTOUCH CELLULAR

                                       and

                                   PRICELLULAR



                              OPERATING PROCEDURES

         1.     AMENDMENT OF OPERATING PROCEDURES. This Appendix III will be
in effect until new Operating Procedures are published by the CIBERNET
Corporation ("CIBERNET"), 1133 21st Street, N.W. Third Floor Washington, D.C.
20036, for Roamer agreements used domestically by the Cellular
Telecommunications Industry Association. At such time as new Operating
Procedures ("New Operating Procedures") are published by CIBERNET, they will
become effective as to the Parties on the date proposed by CIBERNET
("Effective Date") provided (a) such date is at least thirty (30) days
following receipt by ATC and PriCellular of the New Operating Procedures and
(b) neither ATC nor PriCellular has

                                      31

<PAGE>

given to the other written notice of termination or suspension of this
Agreement based upon its objections to the New Operating Procedures at least
five (5) business days before the Effective Date. The Parties agree to be
individually responsible for obtaining all officially published revisions to
the Operating Procedures and agree that CIBERNET is not liable for information
or actions that occur as a result of following such New Operating Procedures.

         2.     CLOSE OF BILLING. "Close of Billing" shall be the fifteenth
(15th) day of each calendar month or the next preceding business day if the
fifteenth (15th) is not a business day.

         3.     INVOICING. Invoicing must occur within fifteen (15) days after
the Close of Billing.

         4.     BILLING PERIOD. The "Billing Period" is the period running
from the day after the Close of Billing through the Close of Billing day in
the subsequent month (normally the sixteenth (16th) through the fifteenth
(15th) unless the fifteenth (15th) falls on a non-business day).

         5.     PAYMENT. Payment in the form of a check or wire transfer must
be received by the payee within thirty (30) days ("Payment Due Date") following
the date of the invoice. Payments received later than the Payment Due Date
shall be subject to a late charge of either one and a half percent (1.5%) of
the outstanding balance for each thirty (30) day period (or portion thereof)
that such payments are late or the highest percentage of the outstanding balance

                                      32

<PAGE>

permitted by law, whichever is lower.

         6.     MINIMUM LINE RANGE. The "Minimum Line Range" within an NPA/NXX
is 1,000 line numbers.

         7.     NPA/NXX NOTIFICATION. The minimum time required before
changes, additions or deletions of NPA/NXX's are effective shall be fifteen
(15) days' from the date of receipt of notification of such changes, additions
or deletions by ATC for PriCellular Parties, or by PriCellular for ATC Parties.

         8.     TARIFF CHANGES. Notice of any applicable changes to tariff
must be received by ATC for tariff changes for PriCellular any Party, or by
PriCellular for tariff changes for any ATC Party, at least fifteen (15) days
prior to the proposed effective date or at least the number of days specified
by state or local governmental regulations prior to the proposed effective
date, whichever period is longer.

         9.     BILLING INVOICE SUMMARY. The minimum information needed for an
invoice issued with non-clearinghouse documentation must include the following

         -        Billing Period (To/From Dates)
         -        Batch Sequence Number
         -        Batch Date
         -        Serving and Home SID's (the five-digit numeric
                  corresponding to the FCC designation of the Carrier)
         -        Total Airtime Charges
         -        Total Intra-State Toll



                                      33

<PAGE>

         -        Total Inter-State Toll
         -        Other Charges and Credits
         -        Total Taxes
         -        Total Charges


         10.    MESSAGE DATE EDIT. Message records shall be considered to have
failed the CIBER Record Edit if the message is more than thirty (30) days old
when it is received at the Home Carrier's Authorized Receipt Point ("ARP").
Message records which are rejected from the Home Carrier's ARP and returned to
the Serving Carrier shall be considered to have failed the CIBER Record Edit
if the message is more than sixty (60) days old. Determination of the age of a
message record is from the date of the call.

         11.    EFFECTIVE DATE FOR UNAUTHORIZED ROAMER LIABILITY. Effective
with messages dated January 15,1992 and earlier, liability for unauthorized
roamers shall be established at 12:01 A.M. Eastern Time of the calendar day
immediately following receipt by ATC and PriCellular, or their respective
authorized representatives, of notification or update of the attachments and
lists referred to in Paragraphs 3.1 and 3.2 of Appendix II.

         Effective with messages dated January 16, 1992 through July 15, 1992,
liability for unauthorized roamer shall be established one hour after posting of
negative file update by the SERVING carrier's valid provider of clearing and/or
positive roamer validation/verification services (clearinghouse). It is
essential to populate the Time Zone Indicator and Daylight Savings Indicator

                                      34

<PAGE>

fields with appropriate values. Utilization of existing clearinghouse negative
file update timestamps shall apply.

         Effective with messages dated July 16, 1992 and later, liability for
unauthorized roamers shall be established one hour after posting of negative
file update by the HOME carrier's clearinghouse.

         In all cases, liability for restoral of existing negative file entries
shall be immediate. Notification or updating of the attachments and lists shall
be made by (a) courier delivery of a written notice, or (b) facsimile
transmission of a written notice during normal business hours of the Party being
notified, or (c) by entry (through manual or automated means) into the Industry
Negative File of a clearinghouse.





















                                      35