<PAGE>

                                                                    Exhibit 10.7

                                                              Oklahoma 04-Nowata
                                                              599A
















                                LICENSE AGREEMENT







                                     BETWEEN


                               CELLULAR ONE GROUP


                                       AND


                         AMERICAN CELLULAR WIRELESS, LLC
                    MANAGED BY DOBSON CELLULAR SYSTEMS, INC.

<PAGE>

                                LICENSE AGREEMENT

<TABLE>
<CAPTION>

SECTION                              TITLE                                   PAGE NO.
-------                              -----                                   --------
<S>       <C>                                                                <C>
I.        GRANT, LIMITATIONS AND ACKNOWLEDGMENTS................................    8

II.       TERM AND RENEWAL......................................................    9

III.      RIGHTS AND DUTIES OF LICENSOR.........................................   11

IV.       DUTIES OF LICENSEE....................................................   18

V.        FEES AND REPORTING....................................................   29

VI.       MARKS.................................................................   34

VII.      CONFIDENTIAL INFORMATION..............................................   38

VIII.     ADVERTISING...........................................................   39

IX.       INSURANCE.............................................................   42

X.        TRANSFER OF INTEREST..................................................   43

XI.       DEFAULT AND TERMINATION...............................................   45

XII.      OBLIGATIONS UPON TERMINATION OR EXPIRATION............................   50

XIII.     INDEPENDENT STATUS AND INDEMNIFICATION................................   52

XIV.      APPROVAL AND WAIVERS..................................................   53

XV.       NOTICES...............................................................   53

XVI.      ENTIRE AGREEMENT......................................................   54

XVII.     SEVERABILITY AND CONSTRUCTION.........................................   54

XVIII.    APPLICABLE LAW........................................................   55

XIX.      ACKNOWLEDGMENTS.......................................................   55

</TABLE>

CELLULAR ONE GROUP
LICENSE AGREEMENT                      i                                12/2/99

<PAGE>

                                LICENSE AGREEMENT

     THIS LICENSE AGREEMENT is entered by and between Cellular One Group, a
Delaware general partnership ("Licensor"), and American Cellular Wireless, LLC,
a Delaware limited liability company managed by Dobson Cellular Systems,
Inc., an Oklahoma corporation, with its principle place of business at 13439
N. Broadway Extension, Oklahoma City, OK 73114, (collectively, hereinafter
referred to as "Licenseee").

                                    PREAMBLE

     Licensor is a Delaware general partnership (the "Partnership") with its
principal place of business in Dallas, Texas. The current general partners of
the Partnership are Cellular One Marketing, Inc., a Delaware corporation and
Western COG Corporation, a Delaware corporation. Additional partners may be
admitted to the Partnership from time to time. (The Partnership partners, as
they may exist from time to time, are referred to herein as the "Partnership
Partners").

     The Partnership is engaged in the business of licensing and promoting the
service mark CELLULARONE(R) and certain related trademarks, service marks and
designs.

     Licensee desires to receive a license from Licensor to use the CELLULARONE
mark, together with the marks designated on Exhibit A hereto and/or such other
marks as Licensor may hereinafter designate in writing (collectively referred to
as the "Marks") within the market(s) described on Exhibit B (the "Licensed
Territory") in accordance with the provisions of this License Agreement.

                             INTRODUCTORY STATEMENT

     Licensor's goal has been and continues to be the promotion of the Marks as
being synonymous, in the minds of consumers of telecommunications services, with
nationwide, dependable, high quality telecommunications services and related
services, goods and products (the "National Brand Goal"). Historically,
Licensor's strategy to achieve the National Brand Goal has been to license the
Marks, and predecessors of the Marks, for use by providers of Cellular
Radiotelephone Services (as defined in 47 C.F.R. Section 22.99) ("Cellular
Telephone Services") on the so-called "A" side in certain Federal Communications
Commission ("FCC") designated markets. The competition to licensees of the Marks
has historically come primarily from "B" side providers of Cellular Telephone
Services (who constitute the other providers of Cellular Telephone Services
under the duopoly created by the FCC for such service). However, the
telecommunications landscape has changed dramatically in recent periods and
Licensor has been required to explore modified and entirely new strategies in
its effort to attain and maintain the National Brand Goal.

     Licensor believes that these modified or new strategies will continue to be
essential if its licensees are to enjoy the competitive benefits afforded by a
widely recognized national brand as other powerful national brand competitors,
including competitors which have not historically competed with licensees of the
Marks, enter their markets directly. Licensor believes that consumers are now
focusing, and will continue in the future to focus on, applications, utilities,

CELLULAR ONE GROUP
LICENSE AGREEMENT                      1                                12/2/99

<PAGE>

brand names and distribution channels that offer telecommunications services,
either directly or through alliances, offer a full menu of communications, such
as long distance, cellular (or other wireless) service, internet access,
satellite television and local service, all under one name and perhaps billed by
a single source. Licensor believes that its current and future strategies must
be sufficiently flexible to permit it to respond to the continuing changes in
the industry.

     Licensor plans to continue granting licenses to "A" side Cellular Telephone
Services providers (both in newly licensed markets or in connection with the
renewal of currently outstanding CELLULARONE "A" side licenses), and to attempt
to grant licenses to "B" side providers of Cellular Telephone Services or to
resellers of Cellular Telephone Services in FCC licensed markets not served by
another licensee of Licensor. Licensor also plans to pursue the licensing of
providers of Alternate Wireless Services (as defined below), such as a personal
communications service provider, the right to utilize one or more of the Marks
in a market or markets where no Cellular Telephone Services utilizes the Marks
to promote telecommunications services.

     Licensor has, from time to time, granted licensees of the Marks the right
to use one or more of such Marks in connection with products or services other
than those constituting Cellular Telephone Services. Among other things,
Licensor has permitted licensees of the Marks to incorporate one or more of the
Marks onto cellular telephone equipment or to utilize one or more of the Marks
in connection with the nationwide delivery of calls to cellular telephones.
Licensor has also granted licensees the right to continue to use or to begin
using one or more of the Marks in connection with some of the products and
services (the "Additional Products" and "Additional Services") described on
Exhibit D hereto. Licensor anticipates that consumers of wireless
telecommunications services may come to expect that high quality offerings of
services such as Cellular Telephone Services or other Primary Services (as
defined below) will include uniform functionality and service features and
bundles of Additional Products, Additional Services and Cellular Telephone
Services or other Primary Services. As such demand develops, Licensor may
designate standards for the offering and delivery of the Cellular Telephone
Services or other Primary Services and related Additional Products and
Additional Services, and to identify one or more Additional Products or
Additional Services as "Core Products," the offering of which will be subject to
the provisions of this License Agreement, as described in Section III.I. hereof.

     As part of its plan to attain and maintain the National Brand Goal,
Licensor will from time to time establish standards pursuant to Section III.B.
hereof, defining minimum acceptable operating and other criteria for offerings
by Licensee of the Cellular Telephone Services or other Primary Services and
Additional Services and Additional Products. In light of market conditions, as
they change from time to time, Licensor may designate separate standards for
products offered under a particular Mark. Licensor has provided, on Exhibit E to
this License Agreement, a description of the technical standards and service
standards (collectively, the "Quality Standards") which currently are applicable
to the Cellular Telephone Services or other Primary Services, Core Products,
Additional Services and Additional Products displaying or sold under the various
Marks. Licensor may, as provided in Section III.B. hereof, make such changes in
or modifications to the Quality Standards as Licensor may from time to time deem
appropriate, in its discretion, to further the National Brand Goal.

CELLULAR ONE GROUP
LICENSE AGREEMENT                      2                                12/2/99

<PAGE>

     Licensor may, in the future, designate certain of the Additional Products
or Additional Services as Core Products where and when it determines that
consumers have come to expect that such products or services will be offered in
conjunction with any high quality offering of Cellular Telephone Services or
other Primary Services, and in order to attain and maintain the National Brand
Goal. The existing required Core Products are nationwide call delivery and
roaming capability. Additional Core Products may include, by way of example
only, such products or services as long distance, voice messaging, local
exchange service, dispatch service and paging service, which offer consumers
nationwide consistency of operation or other benefits. Unless it elects not to
do so, Licensee will be obligated to offer the Core Products under the specified
Marks throughout the Licensed Territory in connection with its delivery of
Cellular Telephone Services or other Primary Services. If Licensee is unable or
elects not to so offer one or more Core Products in connection with Cellular
Telephone Services or other Primary Services, Licensor, subject to Section
III.I. of this License Agreement, may amend the License Agreement to terminate
Licensee's rights to utilize the Marks to promote the Core Products not then
being offered or, with respect to the existing Core Products of nationwide call
delivery and roaming capability, may terminate this License Agreement.

     The development of the wireless telecommunications industry and the
regulatory patterns relating to that industry have resulted in overlaps or
conflicts between licensees of the Marks with regard to certain promotional
activities. In order to permit licensees of the Marks to make full use of such
Marks in their promotional and other activities and in order to reduce conflicts
between or the expense of resolving conflicts between such licensees, this
License Agreement permits licensees of the Marks to make certain incidental use
of the Marks outside of their respective licensed territories while permitting
Licensor to impose reasonably necessary restrictions, including requiring the
use of tag lines or other identifying mechanisms, where necessary to maintain
the integrity of the licensed territories and to avoid customer confusion
regarding the providers of Cellular Telephone Services or other Primary Services
therein. In addition, because the markets for wireless telecommunications
services vary from geographic area to geographic area for economic, demographic,
topographic, legal and other reasons, and because Licensor expects that certain
markets may develop at different rates from others, this License Agreement
permits Licensor to vary definitions of Cellular Telephone Services or other
Primary Services, Core Products, Additional Services and Additional Products and
to vary the Quality Standards and certain of the fees payable hereunder in order
to attain or maintain the National Brand Goal.

     The foregoing is intended as an explanation of Licensor's goals and
planning, and shall not be deemed to affect the meaning or construction of any
of the following provisions. In the event of any conflict between the foregoing
and the following provisions, the following provisions shall prevail.










CELLULAR ONE GROUP
LICENSE AGREEMENT                      3                                12/2/99

<PAGE>

                                  DEFINED TERMS

     As used in this License Agreement, the capitalized terms set forth below
shall have the following meanings:

     "1-800-CELL ONE MARK" shall mean the service mark denoted as such on
Exhibit A hereto.

     "A" SIDE" shall mean the Block A (nonwireline) cellular frequencies as
designated by the FCC.

     "ADDITIONAL FEES" shall mean any fees determined in accordance with Section
V.F. of this License Agreement.

     "ADDITIONAL PRODUCTS" shall mean the products described as "Additional
Products" on Exhibit D hereto.

     "ADDITIONAL SERVICES" shall mean the services described as "Additional
Services" on Exhibit D hereto.

     "ADVISORY COUNCIL" shall have the meaning set forth in Section III.D. of
this License Agreement.

     "AFFILIATE" shall have the meaning set forth in Section X.C. of this
License Agreement.

     "ALTERNATE WIRELESS SERVICES" shall mean any telecommunications service
offering simultaneous, two-way wireless transmission and receipt of voice or
data, other than Cellular Telephone Services.

     "ANNUAL ADMINISTRATIVE FEE" shall mean the fee determined in accordance
with Section V.D. of this License Agreement.

     "ANNUAL ADVERTISING FEE" shall mean the fee determined in accordance with
Section V.C. of this License Agreement.

     "ANNUAL INTERNET FEE" shall mean the fee determined in accordance with
Section V.E. of this License Agreement.

     "ANNUAL LICENSE FEE" shall mean the fee determined in accordance with
Section V.B. of this License Agreement.

     "APPLICATION FEE" shall mean the fee determined in accordance with Section
V.A. of this License Agreement.

CELLULAR ONE GROUP
LICENSE AGREEMENT                      4                                12/2/99

<PAGE>

     "B" SIDE" shall mean the Block B (wireline) cellular frequencies as
designated by the FCC.

     "CELLULARONE MARK" shall mean the trademark or service mark "CELLULARONE"
denoted as such on Exhibit A hereto.

     "CELLULAR TELEPHONE SERVICES" shall have the meaning set forth in the
Introductory Statement to this License Agreement.

     "CERTIFICATES OF INSURANCE" shall mean certificates designating insurance
coverages required to be delivered to Licensor pursuant to Section IX.C. of this
License Agreement.

     "C.F.R." shall mean the Code of Federal Regulations, as may be amended from
time to time.

     "CHANGE OF CONTROL" shall have the meaning set forth in Section X.D. of
this License Agreement.

     "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
VII.A. of this License Agreement.

     "CONSUMER SERVICE NUMBER" shall have the meaning set forth in Section IV.J.
of this License Agreement.

     "CORE PRODUCTS" shall mean those Additional Products and Additional
Services designated as "Core Products" on Exhibit D to this License Agreement,
as amended from time to time.

     "CTIA" shall mean the Cellular Telecommunications Industry Association, or
any successor thereto recognized by Licensor as such.

     "DOMAIN NAME" shall mean the official alpha-numeric name or address used by
a computer on the Internet, and that is used as part of a Web Site's Uniform
Resource Locator (URL).

     "EFFECTIVE DATE" shall mean the date shown adjacent to Licensor's signature
on this License Agreement.

     "FCC" shall have the meaning set forth in the Introductory Statement to
this License Agreement.

     "FULL LICENSE YEAR" shall mean a twelve (12) month period commencing on
January 1 and ending on December 31.

     "FUND" shall have the meaning set forth in Section VIII.C. of this License
Agreement.

CELLULAR ONE GROUP
LICENSE AGREEMENT                      5                                12/2/99

<PAGE>

     "GRAPHIC STANDARDS MANUAL" shall have the meaning set forth in Section
III.A. of this License Agreement.

     "INCIDENTAL USE" shall have the meaning set forth in Section VI.C. of this
License Agreement.

     "INITIAL YEAR" shall have the meaning set forth in Section II.A.2. of this
License Agreement.

     "INTERNET" shall mean the worldwide interconnection of computer networks
that use the TCP/IP network protocol (or such other protocol standard or
standards that may from time to time generally be recognized as the universal or
dominant national standard or standards) to facilitate data transmission and
exchange.

     "LICENSE AGREEMENT" shall mean this license agreement, as currently in
effect between the parties hereto and as the same shall be modified, renewed or
extended from time to time by the parties hereto.

     "LICENSED TERRITORY" shall mean the market(s) described on Exhibit B, as
amended from time to time pursuant to the provisions of this License Agreement.

     "LICENSEE" shall have the meaning set forth in the First paragraph of this
License Agreement.

     "LICENSOR" shall mean Cellular One Group, a Delaware general partnership,
and its successors and assigns under this License Agreement.

     "LONG DISTANCE CARRIER" shall have the meaning set forth in Section
IV.J.1.(a) of this License Agreement.

     "MSA" shall mean the cellular Metropolitan Statistical Areas as referred to
in 47 C.F.R. Section 22.909.

     "MARKS" shall have the meaning set forth in the Preamble to this License
Agreement.

     "MINIMUM LICENSE FEE" shall have the meaning set forth in Section V.B. of
this License Agreement.

     "NATIONAL BRAND GOAL" shall have the meaning set forth in the Introductory
Statement to this License Agreement.

     "NATIONAL PROGRAM(S)" shall have the meaning set forth in Section III.F. of
this License Agreement.

CELLULAR ONE GROUP
LICENSE AGREEMENT                      6                                12/2/99

<PAGE>

     "OTHER 800 PROGRAMS" shall have the meaning set forth in Section IV.J.1.(d)
of this License Agreement.

     "PARTNERSHIP" shall have the meaning set forth in the Preamble to this
License Agreement.

     "PARTNERSHIP PARTNERS" shall have the meaning set forth in the Preamble to
this License Agreement.

     "PERMITS" shall have the meaning set forth in Section IV.B. of this License
Agreement.

     "PERSONAL COMMUNICATION SERVICES" shall have the meaning set forth in
Exhibit D hereto.

     "POTENTIAL CUSTOMER CONFUSION" shall have the meaning set forth in Section
VI.D. of this License Agreement.

     "PRIMARY SERVICES" shall mean the services specifically described on
Exhibit C hereto.

     "PROMOTIONAL FUND" shall have the meaning set forth in Sections III.E. and
VIII.C. of this License Agreement.

     "PRO RATION FACTOR" shall mean a fraction, the numerator of which is the
number of days from January 1 to and including the day of the Effective Date of
this License Agreement, and the denominator of which shall be 365.

     "QUALITY STANDARDS" shall mean the technical standards and service
standards applicable to Primary Services, Core Products, Additional Services,
Additional Products and the other related products and services set forth on
Exhibit E to this License Agreement, as amended from time to time.

     "RSA" shall mean the cellular Rural Service Areas as referred to in 47
C.F.R. Section 22.909.

     "REVISED LICENSES" shall mean the license agreements between Licensor and
its licensees, which are entered into after July 31, 1996 as part of Licensor's
general licensing program utilizing the Marks for or in conjunction with the
provision of telecommunication services, including, without limitation, the
provision of Cellular Telephone Services and/or other telecommunication services
substantially the same as or reasonably similar to the Primary Services being
licensed to Licensee hereunder.

     "STRATEGIC MARKET CHANGE" shall have the meaning set forth in Section
III.H.4. of this License Agreement.

     "SURVEY COMPANY" shall have the meaning set forth in Section III.C. of this
License Agreement.



CELLULAR ONE GROUP
LICENSE AGREEMENT                      7                                12/2/99



<PAGE>

     "TERM" shall have the meaning set forth in Section II.B. of this License
Agreement.

     "TERMINATED MARKET(S)" shall have the meaning set forth in the introduction
to Section XII of this License Agreement.

     "WEB PAGE" shall mean each individual screen display contained in a Web
Site.

     "WEB SITE" shall mean all Web Pages, Domain Names and URLs associated with
a computer that is used on the Internet.

     "WIRELESS COMMUNICATIONS EQUIPMENT" shall have the meaning set forth in
Section IV.I. of this License Agreement.

     The parties therefore agree as follows:

I.   GRANT, LIMITATIONS AND ACKNOWLEDGMENTS

     A.   GRANT

     Subject to the remainder of this License Agreement (including without
limitation, Licensor's rights described in Section I.B. and Sections III.E.
through III.K. below), Licensor grants to Licensee, upon the terms and
conditions of this License Agreement (i) the exclusive right, license and
privilege to use the Marks in the Licensed Territory during the Term of this
License Agreement to promote the Primary Services, consisting of Cellular
Telephone Services on the "A" side, "B" side and/or the other services
described on Exhibit C hereto, (ii) the exclusive right, license and
privilege to use the Marks during the Term in connection with the promotion
and sale of the Additional Services and the Additional Products in the
Licensed Territory, and (iii) the right, license and privilege to make
Incidental Use (as defined in Section VI.C.) of the Marks

     B.   LIMITATIONS ON GRANT

          1.   If the Licensed Territory as described on Exhibit B consists of
multiple markets and the Licensee's rights under this License Agreement are
terminated with respect to one or more of such markets in accordance with the
provisions of this License Agreement, Exhibit B to this License Agreement and
specifically the term "Licensed Territory" shall thereafter be deemed to apply
only to the remaining market(s) as to which Licensee's rights under this License
Agreement continue. In addition, the Licensed Territory may be modified, in
accordance with the provisions of Section VI.D., in the event that Licensor
determines that Potential Customer Confusion exists.

          2.   Notwithstanding Licensee's exclusive right to utilize the Marks
to promote the Primary Services, Additional Services and Additional Products in
the Licensed Territory, other persons possessing a license to use the Marks may
promote the Primary Services, Additional Products and Additional Services
provided by such parties outside of the Licensed Territory in media receiving
distribution within or accessible by persons located in the Licensed Territory,
such as magazines or newspapers, television and radio and World Wide Web pages.


CELLULAR ONE GROUP
LICENSE AGREEMENT                      8                               12/2/99
<PAGE>

          3.   Subject to the provisions of Sections III.H. and III.I. of this
License Agreement, Licensor may terminate Licensee's right to use the Marks to
designate or promote certain Core Products, Additional Products and Additional
Services.

          4.   Licensee's right to use the marks, including any exclusivity
relating thereto, shall be subject to the rights of Licensor with respect to the
National Programs, as provided in Section III.F below and to the rights of
Licensor with respect to the Internet as provided in Section IV.K. below.

          5.   In addition to any other limitations, restrictions and
requirements imposed on Licensee with respect to the use of the Marks hereunder,
Licensee's use of the Marks in connection with the Internet shall be subject to
the provisions of Section IV.K. below.

     C.   ACKNOWLEDGMENTS

          1.   Subject to the specific grants to Licensee set forth in this
Section I, Licensee acknowledges that Licensor has and retains the right to use
and license the Marks anywhere in the world, within or outside of the Licensed
Territory and that Licensee shall have no rights with regard to such use or any
benefits therefrom.

          2.   Licensor and Licensee agree that effective with the commencement
of the Term of this License Agreement, all prior licenses to which Licensee is a
party relating to the use of the Marks, or any of them, in the Licensed
Territory or any part thereof shall terminate, together with all of Licensee's
rights thereunder.

II.  TERM AND RENEWAL

     A.   TERM

          1.   The initial term of this License Agreement is five (5) years,
beginning on the Effective Date and ending on the day preceding the fifth
anniversary thereof Licensee recognizes and agrees that, in addition to any
other rights which Licensor may have herein to terminate this License Agreement
or the use of the Marks by Licensee, Licensor may modify or terminate this
license and any related term as it applies to Additional Products and Additional
Services or Core Products in accordance with Articles III and VI hereof.

          2.   The period from the Effective Date of this License Agreement
until December 31 of that calendar year shall be referred to herein as the
"Initial Year".

     B.   RENEWAL

     Licensee may, at its option, renew the license granted by this License
Agreement for one (1) additional term (together with the initial term, or only
the initial term, if there is no renewal, the "Term") of five (5) years provided
that:


CELLULAR ONE GROUP
LICENSE AGREEMENT                      9                               12/2/99

<PAGE>

          1.   Licensee gives Licensor written notice of its election to renew
not less than six (6) months nor more than twelve (12) months before the end of
the expiring Term;

          2.   Licensee is not in default of any of its obligations under this
License Agreement;

          3.   Licensee has not during the expiring Term received any notice of
default under Section XI.D. which relates to a default which has not been cured;

          4.   At the end of the expiring Term, Licensee continues to hold all
of the Permits (as defined in Section IV.B.) necessary to provide the Primary
Services and those of the Core Products, Additional Services and Additional
Products being provided, sold or distributed by it;

          5.   No later than ninety (90) days before the end of the expiring
Term, Licensee executes Licensor's then current form of license renewal
agreement, which agreement will supersede this License Agreement in all
respects, provided that such license renewal agreement shall not contain any
terms, provisions or conditions which differ materially from the terms,
provisions or conditions of this License Agreement, except terms, provisions and
conditions (i) which in the good faith judgment of Licensor are not materially
adverse to Licensee, (ii) which are appropriate, in the good faith judgment of
Licensor, to accommodate any material economic, technological, demographic, or
other market changes occurring during the expiring Term, (iii) which Licensor
determines in good faith are necessary to protect the Marks, (iv) which Licensor
determines in good faith are necessary to prevent Potential Customer Confusion
(as defined in Section VI.D.), (v) which relate to charges and fees (including
increases) which Licensor believes in good faith are necessary to provide
adequate support for the promotion of the Marks consistent with the National
Brand Goal during the renewal Term, (vi) which are reasonably necessary in
Licensor's determination to attain or maintain the National Brand Goal, (vii)
which Licensor adopts pursuant to Sections III.G., III.H. or III.I. hereof, or
(viii) which relate or are enacted pursuant to Section IV.E.;

          6.   At the end of the expiring Term, Licensee shall be in compliance
with the provisions of Section IV.A.2. If Licensee has been assigned probation
status at such time as described in Section IV.A.2., then such probation status
shall continue and the required timely improvements shall be a condition of
effective renewal;

          7.   At the end of the expiring Term, Licensee is offering on a good
faith commercial basis the Primary Services and all of the Core Products for
which Licensee is authorized to utilize the Marks, in substantially all of the
Licensed Territory in accordance with the Quality Standards and is promoting
such Primary Services and Core Products utilizing the applicable Marks in
accordance with the Graphic Standards Manual; and


CELLULAR ONE GROUP
LICENSE AGREEMENT                     10                               12/2/99

<PAGE>

          8.   At the end of the expiring Term, Licensee shall have satisfied
all monetary obligations owed by Licensee to Licensor, and shall have timely met
such obligations throughout the term of this License Agreement.

III. RIGHTS ANT DUTIES OF LICENSOR

     All duties of Licensor under this License Agreement are to Licensee, and no
other party is entitled to rely on, enforce or obtain relief for breach of any
such obligation, either directly or by subrogation. This License Agreement is
not intended to and shall not create any partnership, joint venture or other
business relationship, between the parties hereto, other than that of a licensor
and licensee, or to vest any rights in any third party or group of third
parties. This License Agreement shall not create any rights on behalf of
Licensee against any third party, including any other licensee of the Marks.
Subject to the foregoing, and to the remainder of this License Agreement,
Licensor shall undertake the following duties:

     A.   MARKS USAGE GUIDELINES

          1.   Licensor will provide Licensee, from time to time, with a Graphic
Standards Manual (the "Graphic Standards Manual") containing written and/or
electronic graphic guidelines for the correct reproduction, application and
presentation of the Marks and for any variations or versions thereof permitted
by Licensor. The Graphic Standards Manual may include, among other things, Mark
specimens, samples of advertisements and clip art indicating color, proportion,
format, as well as specific requirements and restrictions for World Wide Web
domain sites and other Internet applications. The Graphic Standards Manual may
also provide for the use of one or more tag lines to be used to differentiate or
highlight a particular service or offering or group of services or offerings,
such as "PAGING BY CELLULARONE," and require its usage in specific
circumstances, including use on signage and promotional materials referenced in
Section IV.F. The Graphic Standards Manual may also provide guidelines for the
proper use of tag lines and require such usage thereof within the Licensed
Territory, or any part thereof, as may be appropriate to give effect to the
provisions of Sections III.B.3., IV.K., VI.C. or VI.D. below.

         2. From time to time, upon not less than one (1) year's notice,
Licensor shall be entitled to designate one or more icons to be used with one
or more of the Marks and the manner of their usage to signify an association
of such icon or icons with such Marks.

     B.   TECHNICAL GUIDELINES, QUALITY STANDARDS

          1.   Attached to this License Agreement as Exhibit E are the Quality
Standards as of the date hereof, applicable to Primary Services, Core Products,
Additional Services and Additional Products, respectively, to be sold or
provided, as the case may be, utilizing the Marks as well as certain other
requirements relating to the use of the Marks. The Quality Standards include, as
a general matter, criteria for minimum acceptable service delivery levels and
encompass such matters as geographic coverage requirements, participation in a
nationwide call delivery network, standardized dialing patterns and the
availability of telephone customer assistance. The Quality Standards also
include required features and technical guidelines for minimum acceptable system


CELLULAR ONE GROUP
LICENSE AGREEMENT                     11                               12/2/99

<PAGE>

functionality (although specific equipment or system designs will not be
required) and may encompass such matters as required functionality for
telephones and other devices constituting Additional Products, required
compliance by equipment with designated industry standards, compliance by
switching equipment with uniform handoff requirements, and similar requirements
relating to the delivery of Primary Services and Additional Services or the
operation of Additional Products.

          2.   From time to time, Licensor, by written notice to Licensee in
accordance with Section IV.A., shall have the right to amend the Quality
Standards with regard to any Mark to require added features or functionality for
Primary Services, to modify the minimum technical or operating standards
relating thereto or to require coordination and uniformity in the delivery of
Primary Services, Additional Services, Additional Products and Core Products
within the Licensed Territory and beyond. Licensor shall not be obligated to
consider the particular needs of Licensee or any group of licensees of the Marks
in connection with any amendment to the Quality Standards, except that Licensor
shall not propose amendments to the Quality Standards applicable to Licensee
only.

          3.   From time to time, Licensor, by written notice to Licensee in
accordance with Section IV.A., shall have the right to amend Exhibit E with
regard to any Mark to designate features, technical or operating standards or
functionality appropriate under existing economic, market, demographic and
technological conditions in similarly situated markets directed to the
achievement and maintenance of the National Brand Goal. Although uniformity and
consistency will normally be required by Licensor throughout the Licensed
Territory and among the various territories or markets in which Licensee and
others are licensed to use the Marks, the Licensor may, from time to time, make
certain distinctions, based upon demographic, topographic, applicable
technology, legal or other considerations, and provide for differing Quality
Standards with regard thereto.

          4.   From time to time Licensor may, upon at least six (6) months
written notice to Licensee, amend Exhibit E to amend the Quality Standards for
Additional Products, Additional Services and Core Products, to designate Quality
Standards for any new Marks added to Exhibit A hereto or to designate Quality
Standards for Additional Products, Additional Services and Core Products for
which separate Quality Standards do not exist. In the event that an Additional
Product or Additional Service becomes a Core Product, Licensor may further amend
Exhibit E to establish Quality Standards for the offering and delivery of the
Core Products, as a whole or as a package of Core Products or Primary Services
and Core Products.

          5.   Exhibit E to this License Agreement, as amended from time to
time, is incorporated herein by reference. All references to the Quality
Standards shall mean those standards established, as of such time, by Exhibit E.

          6.   At Licensee's request, Licensor shall be entitled, but in no
event shall be required, to waive compliance by Licensee with one or more of the
Quality Standards in one or more of the markets constituting a part of the
Licensed Territory, in the event that Licensor believes such a waiver to be
consistent with the National Brand Goal. Any waiver by Licensor of a Quality


CELLULAR ONE GROUP
LICENSE AGREEMENT                     12                               12/2/99

<PAGE>

Standard must be in writing and may, at Licensor's election, be for a limited
period and subject to one or more conditions.

     C.   CUSTOMER SATISFACTION SURVEYS

          Licensor shall have the right, but not the obligation, at its own
expense, to commission an independent survey company ("Survey Company") to
conduct a customer satisfaction survey of Licensee's customers for purposes of
assessing the quality of Licensee's Primary Services, Additional Services,
Additional Products or Core Products, or all of them. The frequency and the
methodology of any such surveys will be determined by Licensor. An outline of
the current survey methodology for Primary Services, which may change from time
to time, is attached as Exhibit F. The results of all surveys of Licensee's
customers will be shared with Licensee to assist Licensee in improving its
business and complying with Licensee's obligations under this License Agreement,
including its obligations with regard to the Quality Standards described herein.
The results of surveys will be used to evaluate the general level of customer
satisfaction and to assist Licensor in determining whether or not Licensee is
meeting the Quality Standards. Licensor will instruct the Survey Company to
obtain all required survey information directly from the Licensee and not
through or in conjunction with Licensor. The Survey Company will be required to
execute an appropriate confidentiality agreement for the benefit of Licensee,
which shall provide that the Survey Company will not disclose any Confidential
Information of Licensee to Licensor, the Partnership Partners or affiliates, or
their employees or to any other party (except that the results of the survey for
each market and other survey information which is applicable generally to all
licensees of the Marks or any of them may be disclosed to Licensor and used by
Licensor in connection with its business operations). Licensor may, at its own
expense, conduct such other investigations, studies and evaluations as it may
consider appropriate, from time to time, to assess the quality of Licensee's
services utilizing the Marks.

     D.   LICENSEE ADVISORY COUNCIL

          Licensor has established an elected council of licensees ("Advisory
Council"), comprised of licensees other than Partnership Partners from a broad
cross-section of markets throughout the United States, to advise and consult
with Licensor regarding material matters such as advertising, marketing and
Quality Standards relating to the Marks and to act as a liaison organization
between Licensor and the licensees of the Marks. The procedures and
responsibilities adopted for the operation of the Advisory Council are subject
to change, from time to time, as may be appropriate in the judgment of Licensor
to provide the most effective organization for performing the contemplated
functions of the Advisory Council. The representative of any licensee serving on
the Advisory Council shall be an officer of such licensee or other person
reasonably acceptable to Licensor. The charter of responsibility of the Advisory
Council provides that all members of the Advisory Council will be informed of
applicable antitrust laws and shall abide by any decisions of Licensor's
antitrust counsel in such regard.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     13                               12/2/99

<PAGE>

     E.   NATIONAL AND REGIONAL ADVERTISING

          Licensor has established and maintains the Promotional Fund, as
described in Section VIII.C. of this License Agreement. Licensor administers the
Fad with the goal of enhancing the image of the Marks and attaining and
maintaining the National Brand Goal. Licensor, in connection with the
Promotional Fund, or otherwise, shall have the right, from time to time, to
promote the Marks in local, regional or national advertising receiving
distribution both within and outside of the Licensed Territory and to engage in
any other promotional activities, including sponsoring sporting or other public
events both within and outside of the Licensed Territory, as Licensor deems
appropriate. No consent of Licensee shall be necessary for any such promotional
activities.

     F.   NATIONAL/REGIONAL PROGRAMS

          Licensor may, in its discretion, make available a national and/or one
or more regional account programs under which, through the voluntary cooperation
of its licensees in various markets, client companies with multiple market
operations may enter into a single contract arrangement for one or more of the
Primary Services or any of the Core Products, Additional Services or Additional
Products for their employees located in such markets. Licensor or its designee
may administer any such national or regional accounts program(s). In addition,
Licensor may, from time to time, utilize the Marks or permit third parties to
utilize the Marks (i) to promote, sell or distribute, as part of a coordinated
regional or national marketing effort, Additional Products or Additional
Services in or by any means of media, such as, but not limited to, direct mail
catalogs, World Wide Web pages and radio and television broadcasts receiving
wide distribution, both within and outside of the Licensed Territory, (ii) in
connection with other coordinated national or regional programs implemented by
Licensor as part of the National Brand Goal, such as, by way of example only,
the Consumer Service Number Program and the Cellularone.com World Wide Web Site
(the foregoing regional and national programs are hereafter collectively
referred to as "National Programs"). Notwithstanding the foregoing, in no event
shall any National Program have as its primary purpose targeting Licensee or any
single market or territory.

     G.   DESIGNATION OF PRIMARY SERVICE

          1.   Set forth on Exhibit C hereto are descriptions of the Primary
Services applicable to Licensee as of the date of this License Agreement. From
and after the date hereof, Licensor and Licensee, by executing an amendment to
Exhibit C, shall be entitled to amend the description of the Primary Services
and to add or delete services therefrom. Licensor shall be entitled to group the
Primary Services into categories (for use, among other things, in defining
Quality Standards applicable to particular Primary Services) and, with the
consent of Licensee, to add or omit one or more services from the definition of
Primary Services with regard to one or more markets constituting part of the
Licensed Territory.

          2.   Consistent with Section VI.D., to the extent necessary to prevent
Potential Customer Confusion, Licensor shall be entitled, with or without the
consent of Licensee, to amend Exhibit C hereto to modify the description of
Primary Services or to separate Primary Services into


CELLULAR ONE GROUP
LICENSE AGREEMENT                     14                               12/2/99

<PAGE>

classes or categories for the purpose of differentiating between the Primary
Services (by means of tag lines or otherwise) to be rendered in one or more
markets constituting a part of the Licensed Territory; provided, however, that
any such amendment of Exhibit C shall only become effective upon at least six
(6) months written notice to Licensee thereof.

     H.   DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES

          1.   Set forth on Exhibit D hereto under the headings "Additional
Products" and "Additional Services," respectively, are descriptions of products
and services which, upon thirty (30) days written notice to Licensor, Licensee
may promote or sell utilizing the Marks which are applicable to the Additional
Product or Additional Service in question, as may be designated in Licensor's
Graphic Standards Manual, subject, in each case, to the provisions of Section
III.F. above with respect to National, which shall be controlling in the event
of any conflict. Licensor may review, from time to time, Exhibit D to this
License Agreement in light of current demographic, technological, regulatory and
other circumstances (including, without limitation, Strategic Market Changes)
for the purpose of adding or deleting products and services from the
descriptions of Additional Products and Additional Services, modifying the
definitions assigned to one or more Additional Products or Additional Services
or modifying the Term of this License Agreement or any Licensed Territory with
regard thereto. In undertaking such review, the Licensor shall consider Exhibit
D in light of the National Brand Goal. Licensor shall not be obligated to
consider the needs of any particular licensee or group of licensees in
connection with its review of Exhibit D, nor shall it have an obligation, other
than as specifically provided for herein, to inform Licensee of the progress of
such review. Any such amendment of Exhibit D shall be made pursuant to Sections
III.H.2. through III.H.5. below or pursuant to Section VI.D. hereof.

          2.   Based upon the review contemplated by Section III.H.1. above, or
otherwise as deemed appropriate by Licensor in its sole discretion, Licensor may
at any time, or from time to time, during the Term, upon not less than thirty
(30) days written notice to Licensee designate one or more new or additional
services or products as Additional Services or Additional Products.

          3.   Based upon the review contemplated by Section III.H.1. above, or
as otherwise deemed appropriate by Licensor, Licensor may modify or amend
Exhibit D hereto, or any description set forth therein, and may delete products
or services constituting Additional Products or Additional Services, reduce or
extend the Term with respect to one or more Additional Products or Additional
Services or modify the Licensed Territory with regard thereto (i) immediately
upon written notice to Licensee with respect to any Additional Product or
Additional Service not then being offered to the public throughout the Licensed
Territory on a good faith, nondiscriminatory commercial basis by Licensee under
the specified Marks at the time of such written notice, (ii) upon not less than
six (6) months written notice with respect to any Additional Product or
Additional Service which is being offered to the public throughout the Licensed
Territory on a good faith, nondiscriminatory commercial basis by Licensee under
the specified Marks at the time of such written notice, (iii) immediately upon
written notice to Licensee to implement, give effect to, or interpret the
provisions of, Section III.F above, with respect to any National Program;
provided that in the event of modification or amendment pursuant to either (i)
or (ii) preceding, Licensor shall have determined that a Strategic Market Change
has occurred and that


CELLULAR ONE GROUP
LICENSE AGREEMENT                     15                               12/2/99

<PAGE>

such modification or amendment is required to reasonably permit appropriate
response thereto. A written explanation of the reason for such modification or
amendment shall accompany any written notice referred to in (i), (ii) or (iii)
preceding. During such time as Licensee can demonstrate to the satisfaction of
Licensor that Licensee is offering and actively promoting the Primary Services,
long distance service and local calling service (as further described on Exhibit
D) under the specified Marks to the public (including business, residential and
mobile consumers) throughout the Licensed Territory on a good faith,
nondiscriminatory commercial basis, Licensor may agree to refrain from licensing
others to use the Marks for other Additional Products and Additional Services in
the Licensed Territory. Any such agreement shall be subject to those conditions
and limitations as Licensor may establish.

          4.   For the purposes of this Section III.H., a "Strategic Market
Change" shall mean any change in economic, demographic, technological,
regulatory or competitive conditions which Licensor reasonably believes requires
a material modification in the manner in which the Primary Services, the Core
Products, the Additional Products or the Additional Services, or any of them,
are marketed or delivered, in order to continue the successful promotion of the
Marks to attain or maintain the National Brand Goal. While it is anticipated
that a Strategic Market Change will be national in scope, and that Licensor's
response thereto will be similarly uniform, Licensor shall be entitled, subject
to Section III.B.4., to respond under this Section III.H. to Strategic Market
Changes affecting a more limited class or classes of markets.

          5.   Notwithstanding Section III.H.3. above, for the ninety (90) day
period following delivery of a notice of modification or amendment under Section
III.H.3., Licensee may submit a request to Licensor to reinstate or restore an
Additional Product or Additional Service on Exhibit D which has been deleted by
Licensor pursuant to the provisions of Section III.H.3. or to rescind any other
modification of Exhibit D adopted pursuant to Section III.H.3., stating
Licensee's reasons therefor. Licensor shall consider Licensee's request for
reinstatement in good faith, but shall not be obligated to amend Exhibit D or
otherwise comply with any such request of Licensee. Any reinstatement of an
Additional Product or Additional Service under this Section IN.H.5. shall be
subject to such conditions as Licensor shall believe appropriate under the
circumstances, consistent with the attainment and/or maintenance of the National
Brand Goal.

     I.   DESIGNATION AND DELETION OF CORE PRODUCTS

          1.   From time to time after the date hereof, to the extent that
Licensor determines that consumers have come to expect that one or more of the
Additional Products and Additional Services described on Exhibit D, as amended
from time to time, are commonly offered as apart of any offering of nationwide,
dependable, high quality telecommunications services or are otherwise
fundamental to the attainment or maintenance of the National Brand Goal,
Licensor may, upon six (6) months written notice to Licensee, amend Exhibit D
hereto to designate those Additional Products and Additional Services as "Core
Products" and may further designate an effective date for such designation.
However, nationwide call delivery and nationwide roaming as further described on
Exhibit D are existing required Core Products, and need not be further
designated as such pursuant to this Section III.H.1.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     16                               12/2/99

<PAGE>

          2.   From and after the effective date of any designation of an
Additional Product or Additional Service as a Core Product, Licensee shall offer
such Additional Service or Additional Product under the specified Marks on a
good faith commercial basis in substantially all of the Licensed Territory, or
shall have adopted and provided to Licensor in writing a good faith plan
acceptable to Licensor for doing so promptly. Licensee shall promote using the
specified Marks and make all the Core Products available to its customers and to
the public generally in the Licensed Territory, in connection with promoting and
making the Primary Services available and shall not discriminate in terms of
price, availability or promotional efforts in favor of similar products or
services designated by other trademarks or service marks. Upon Licensor's
request, Licensee shall promptly provide a copy of its plans for offering any
Core Products under the specified Marks which it does not then offer.

          3.   In the event that Licensee shall fail to comply with its
obligations under Section III.I.2 above, or shall fail within six (6) months of
the effectiveness of the designation of any Additional Product or Additional
Service as a Core Product to offer (or plan to offer pursuant to a plan
submitted to and approved by Licensor and promptly thereafter implemented by
Licensee) such Core Product under the specified Marks in good faith, on a
nondiscriminatory, commercial basis in substantially all of the Licensed
Territory, Licensor shall be entitled to immediately amend Exhibit D hereto to
delete therefrom the Core Products not being offered by Licensee under the
specified Marks on a good faith, nondiscriminatory, commercial basis in
substantially all of the Licensed Territory, and shall be entitled to use or
license others to use the Marks in connection with such Core Products in the
Licensed Territory. With respect to the existing Core Products of nationwide
call delivery and nationwide roaming as further described in Exhibit D, Licensor
shall also be entitled to terminate this License Agreement pursuant to Section
XI.D. if, within six (6) months from the Effective Date, such Core Products are
not being offered by Licensee under the specified Marks on a good faith,
nondiscriminatory, commercial basis in substantially all of the Licensed
Territory.

     J.   OTHER LICENSES, COMPENSATION TO LICENSOR

          Licensor has licensed and shall be entitled to continue to license the
Marks, or any of them, to third parties for use in connection with products or
services other than Primary Services, Core Products, Additional Products, or
Additional Services and in conjunction with a National Program. (For example,
Licensor has licensed one of the Marks to a third party marketer of children's
toys and certain web merchants who sell various products to customers on a
national basis). As part of such licensing arrangements, Licensor has received,
and may, from time to time hereafter continue to receive, fees or other
consideration from third parties who provide such goods and services pursuant to
such license arrangements. Licensee shall have no claim or right with regard to
any such fee or consideration or the arrangements giving rise thereto.

     K.   RESELLER ARRANGEMENTS, ALTERNATE WIRELESS ARRANGEMENTS

          Licensor has determined that to attain and maintain the National Brand
Goal Licensor may be required to license resellers and/or providers of Alternate
Wireless Services to use one or more of the Marks. In such event, it is
anticipated that certain terms and conditions contained herein may


CELLULAR ONE GROUP
LICENSE AGREEMENT                     17                               12/2/99

<PAGE>

need to be modified and that certain additional terms and conditions may need to
be added hereto to accommodate the differences between the types of services.
Accordingly, in the event this License Agreement is being executed and delivered
by a licensee who is being licensed to resell Cellular Telephone Services or by
an Alternate Wireless Service provider, the parties hereto shall complete and
attach hereto an appropriate Exhibit G to reflect such modified or additional
terms and conditions and such Exhibit G shall thereafter be deemed to be
incorporated herein and made a part hereof for all purposes.

IV.  DUTIES OF LICENSEE

     All duties of Licensee under this License Agreement are to Licensor, and no
other party is entitled to rely on, enforce or obtain relief for breach of any
such obligation, either directly or by subrogation. Licensee understands and
acknowledges that the high quality operation of its business under the Marks is
important to Licensee, Licensor and other licensees of the Marks in order to
maintain high operating standards and to protect the reputation of, and goodwill
associated with, the Marks. Toward that end, Licensee acknowledges and accepts
the following duties:

     A.   QUALITY OF SERVICE

          1.   Licensee agrees to provide high quality Primary Services and Core
Products and, to the extent provided, high quality Additional Services and
Additional Products, to its customers by, among other things, complying with
this License Agreement and the applicable Quality Standards. Upon six (6) months
written notice of the modification of or addition to the Quality Standards,
Licensee shall cause its Primary Services, Core Products, Additional Services or
Additional Products to comply therewith; provided, however, that Licensee shall
be entitled to adopt a plan reasonably acceptable to Licensor to discontinue the
offering of any Additional Services or Additional Products in lieu of complying
with the Quality Standards relating thereto, provided such Additional Products
or Additional Services do not constitute Core Products.

          2.   Licensee shall attain and maintain a minimum customer
satisfaction rating of at least 85% (or such increased level as may be required
pursuant to the provisions of this Section IV.A.) with regard to each market in
the Licensed Territory with regard to Licensee's Primary Services and Core
Products. Licensor reserves the right to increase the minimum acceptable
customer satisfaction rating to a percentage greater than 85% if Licensor, in
its reasonable discretion, determines that such higher percentage is appropriate
given the technical state of the industry delivering Primary Services, Core
Products, Additional Products and/or Additional Services at such time; provided,
however, that the Advisory Council must approve any such increase in the minimum
acceptable customer satisfaction rating, and such increase shall not be
effective until the beginning of the next calendar year following the Advisory
Council's approval. In the event that a customer satisfaction survey conducted
by Licensor pursuant to Section III.C. of this License Agreement results in a
customer satisfaction rating below 85% (or below any higher percentage
established by Licensor as described above), but more than 70%, in any market or
markets in the Licensee's Licensed Territory, then Licensee will be assigned
probation status under Section XI.E. of this License Agreement and surveys may
be commissioned in the market(s) in the Licensed Territory which did not achieve
a rating of at least 85% (or any higher percentage established by Licensor),
from time to time thereafter as Licensor deems appropriate until Licensee has
achieved a minimum customer satisfaction rating of at least 85% (or any


CELLULAR ONE GROUP
LICENSE AGREEMENT                     18                               12/2/99

<PAGE>

higher percentage established by Licensor as described above) for such market(s)
and the probation status is removed, or until this License Agreement is
terminated, as herein provided, whichever shall first occur. Any market or
markets in the Licensed Territory which do not attain a customer satisfaction
rating of more than 70%, regardless of the terms of any probation, shall be
subject to termination as provided in Section XI.C.2. below. Licensee agrees to
pay the reasonable direct costs of conducting such additional customer
satisfaction survey(s).

          3.   During the Term, Licensee shall provide the Primary Services and
Core Products throughout the Licensed Territory, and shall maintain, or cause
others to maintain on its behalf, a sufficient number of customer service
locations and other facilities, including retail storefronts or similar
facilities, to permit customers and potential customers convenient access to
Primary Services, Core Products, Additional Products and Additional Services,
consistent with existing competitive conditions and in accordance with the
Quality Standards.

     B.   LEGAL COMPLIANCE

          1.   Licensee agrees to comply, at its own expense, with all
applicable laws, ordinances and regulations of federal, state, county or
municipal authorities. Licensee will also obtain and maintain, at its own
expense, all permits, approvals, licenses and franchises and shall make all
required filings, applications and reports to all government or administrative
entities or self-regulatory organizations as shall be necessary, from time to
time, to provide those of the Primary Services, the Core Products, the
Additional Services or the Additional Products as Licensee may then be
providing, and to otherwise engage in business, generally, throughout the
Licensed Territory (collectively, the "Permits"). Without limiting the
generality of the foregoing, Licensee's obligation under this Section IV.B.
shall include the maintaining of Licensee's qualification to do business
throughout the Licensed Territory, and the filing of all income and franchise
tax returns with respect to Licensee's operations. In the event that any of
Licensee's material Permits is scheduled to expire during the Term, including
any renewal of such Term, Licensee agrees to comply with all requirements for
extension of said Permit prior to such expiration. Licensee shall notify
Licensor in writing within five (5) days after receipt of any notice from the
FCC or any other governmental authority regarding an actual or threatened
termination or revocation of any Permit material to the provision of the Primary
Services, Core Products, Additional Products or Additional Services by Licensee
within the Licensed Territory, including any license by the FCC to conduct
business as a provider of telecommunications services or necessary to construct
facilities relating to telecommunications services, and shall within such time
provide a copy of any such notice to Licensor. In addition, Licensee shall
notify Licensor within five (5) days after becoming aware of the commencement of
any action, suit or proceeding, or the issuance of any order, writ, injunction,
award or decree of any court, agency or other governmental instrumentality which
could have a material adverse effect on the operation or financial condition of
Licensee's business as it relates to the Primary Services, the Core Products,
the Additional Services or the Additional Products.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     19                               12/2/99

<PAGE>

          2.   To the extent that Licensee's business is dependent upon one or
more agreements with a provider of Primary Services, Core Products, Additional
Services or Additional Products for which Licensee acts as a reseller, "Permits"
shall include such contractual relationship and the license granted hereunder
shall be dependent upon the continuation thereof in good standing.

          3.   Licensee represents and warrants that it possesses all Permits
necessary to the conduct of its business and to the business of providing the
Primary Services, Core Products, Additional Services and Additional Products
within the Licensed Territory, including, if applicable, any Permits necessary
to permit it to act as a reseller of services provided by others.

     C.   BUSINESS PRACTICES

          Licensee shall maintain a competent, conscientious, trained staff
Neither Licensor nor Licensee shall engage in any trade practice or other
activity which is harmful to the goodwill or reflects unfavorably on the Marks
or on the reputation of Licensee, Licensor, Licensee's business or other
licensees of Licensor, or which constitutes deceptive or unfair competition,
consumer fraud or misrepresentation.

     D.   INFORMATION TO LICENSOR

          1.   Upon Licensor's request, subject to the confidentiality
requirements described in Section III.C., Licensee must, in connection with any
customer satisfaction survey Licensor elects to conduct in accordance with
Section III.C., promptly furnish to the Survey Company designated by Licensor a
complete and accurate customer list of all of its subscribers and customers for
its Primary Services, Core Products, Additional Products and Additional
Services, as a whole or separately, in a format reasonably prescribed by
Licensor, including computerized magnetic media, together with such reasonable
information which the Survey Company shall require in connection with the
performance of its duties. Licensee hereby gives the Survey Company permission
to contact any and all of its subscribers and customers in conducting a customer
survey to ascertain the quality level of Licensee's services and products and
obtain related market research data in accordance with the methodology set forth
in Exhibit F or as Licensor may reasonably deem appropriate. Licensee shall
promptly provide Licensor with additional information reasonably requested by
Licensor regarding matters such as Licensee's legal status (for example, any
Change in Control), affiliated companies, dealers, agents, retailers, Primary
Services, Core Products, Additional Products and Additional Services being
provided or sold utilizing the Marks, Licensee's use of the Marks, including
Incidental Use and Potential Customer Confusion, and other matters which
Licensor may reasonably determine are relevant to Licensee's performance under
this License Agreement.

          2.   At Licensor's request, Licensee shall promptly provide Licensor
with a copy of each Permit necessary or related to its business of providing
Primary Services, Core Products, Additional Services or Additional Products
using the Marks (with the financial details thereof deleted or redacted if
Licensee so chooses), together with any amendments, termination or other notices
relating thereto.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     20                               12/2/99

<PAGE>

          3.   At Licensor's request, Licensee shall promptly provide Licensor
with a copy of Licensee's most recent financial statements for the most recently
completed fiscal year and any subsequent interim periods, including reports of
auditors, if any, and supporting schedules, relating to Licensee's business of
providing Primary Services, Core Products, Additional Services or Additional
Products using the Marks.

     E.   VOTING BY LICENSEES

          Licensor shall be entitled, from time to time, during the Term, or at
any time with regard to a Term to commence in the future, to submit a proposed
amendment to this License Agreement and any Exhibits hereto, to all of its
licensees which have executed Revised Licenses, with a request that such
licensees indicate their approval or disapproval thereof by written ballot.
Unless licensees which have executed Revised Licenses with Licensor and which
are obligated to pay in excess of 50% of the aggregate of all Annual License
Fees payable by all similarly situated licensees shall vote against such
amendment, this License Agreement, and the applicable Exhibits hereto, shall be
amended as proposed by Licensor in the material submitted to the licensees.
Notwithstanding the foregoing, without the express written consent of Licensee,
no amendment to this License Agreement approved under this Section IV.E. shall,
with regard to time periods or events taking place prior to the adoption
thereof, increase Licensee's obligations to pay any amounts to Licensor or
otherwise undertake any obligations to Licensor or any other party. In addition,
no amendment to this License Agreement approved solely pursuant to this Section
IV.E. shall (i) modify the Licensed Territory, (ii) prohibit or prevent Licensee
from providing the Primary Services under the Marks in the Licensed Territory,
or (iii) permit Licensor to license others to use the Marks for providing
alternate Wireless Services or Cellular Telephone Services in the Licensed
Territory. Any notice provided by Licensor hereunder requiring an approval or
disapproval of an amendment to this License Agreement or any Exhibits hereto
shall be delivered to Licensee in accordance with the notice provisions of this
License Agreement not less than ninety (90) days prior to the proposed
effectiveness thereof Licensor shall be entitled to set forth in any notice
proposing an amendment to this License Agreement or any Exhibits hereto an
effective date more than ninety (90) days following the delivery of notice with
regard thereto. Licensees which fail to respond to a request by Licensor to
approve or disapprove of an amendment to this License Agreement or any Exhibits
hereto within sixty (60) days after delivery of the proposed amendment shall be
deemed to have consented to such amendment. This Section IV.E. shall not modify
or limit any of Licensor's other rights provided for in this License Agreement,
including but not limited to Licensor's rights to amend Exhibits to this
Agreement under Sections III. or IV., to the extent permitted therein, or to
modify or impose the fees or other charges under Sections V. or VIII. hereof, to
the extent such modification or imposition is permitted therein. Only Licensor
shall have the right to propose an amendment to this License Agreement or any
Exhibits under this Section IV.E.

     F.   SIGNAGE, PROMOTION

          1.   For each market in the Licensed Territory, Licensee shall, at its
own expense, cause the CELLULARONE Mark to be used or incorporated with such
reasonable


CELLULAR ONE GROUP
LICENSE AGREEMENT                     21                               12/2/99

<PAGE>

prominence in such advertising and other business references to Licensee as may
be appropriate to create a clear impression, among the general public, that
Licensee is affiliated with the CELLULARONE program. Without limiting Licensee's
obligation to comply with the foregoing, Licensee shall, for each market in the
Licensed Territory, associate Licensee and the CELLULARONE name in the Telephone
"yellow pages" and "white pages" directory listings, and at least cause the
CELLULARONE Mark to be used or incorporated on or in each of the following,
insofar as they relate to Licensee's business utilizing the Marks:

               (i)  Licensee's customer billing statements and the accompanying
     envelopes;

               (ii) Licensee's advertising media, including without limitation,
     print advertising, brochures, marketing materials, point-of-sale materials,
     billboards and broadcast media such as radio and television advertising, on
     line advertising, home pages on the World Wide Web and other computer
     accessible information, subject to the provisions of Section IV.K. below;

              (iii) The greetings, introductions or opening messages of
     Licensee's telephone operators, voice mail, telephone answering machines
     and other call answering services, in response to customer and prospective
     customer inquiries;

               (iv) Licensee's stationery, business cards, notices and other
     mailouts, and, to the extent practicable, any press or other media
     coverage afforded Licensee; and

               (v)  Signs or displays on the exterior and interior of each of
     Licensee's facilities which interface with customers or prospective
     customers in the Licensed Territory.

          2.   To the extent required by this License Agreement, pursuant to
Sections I.A.2., III.A., VI.B., VI.D., or otherwise, Licensee shall, at its own
expense, modify its usage of the Marks and adopt tag lines, icons or similar
marks or variations, and modify the signage and other items described in Section
IV.F.1. above as may be appropriate, within one (1) year or such shorter period
as Licensor may reasonably require or as may be otherwise provided in this
License Agreement.

          3.   Licensee shall use the CELLULARONE Mark (or any mark substituted
therefor by Licensor) as the principal service mark or trademark, as
appropriate, designating Primary Services and Core Products sold or distributed
by it within the Licensed Territory and shall otherwise use the applicable Marks
in connection with Additional Products and Additional Services in the Licensed
Territory to the extent commercially reasonable and as required by this License
Agreement. Use of the Marks shall be strictly in accordance with the Graphic
Standards Manual and the Quality Standards as in effect from time to time.
Licensee shall only use those Marks as are specified by Licensor in connection
with each of the Additional Products and Additional Services.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     22                               12/2/99

<PAGE>

     G.   DEALERS, AGENTS AND RETAILERS

          In the event that, pursuant to this License Agreement, Licensee
permits its authorized dealers, agents or retailers to use the Marks in the
Licensed Territory, such dealers, agents and retailers shall be subject to the
obligations set forth in this License Agreement and those imposed upon such
parties by Licensee; provided, however, that unless required by Licensee, such
dealers, agents and retailers need not necessarily comply with the specific
obligations of Sections IV.F.1.(i), IV.F.1.(iii) and IV.F.1.(iv) hereof in
connection with each dealers', agents' or retailers' use or incorporation of the
Marks on or in the items therein listed.

     H.   ADDITIONAL PRODUCTS AND SERVICE

          1.   Set forth on Exhibit D hereto under the headings "Additional
Products" and "Additional Services," respectively, are certain products and
services relating to the Primary Services with regard to which, upon notice to
Licensor, subject to the provisions of this License Agreement, Licensee may
promote or sell utilizing the Marks as therein specified.

          2.   In the event that Licensee shall elect to use the Marks within
all or any part of the Licensed Territory in connection with one or more of the
specified Additional Products or Additional Services, Licensee shall provide
Licensor not less than thirty (30) days written notice of such intended use,
together with a description of Licensee's business and promotional plans with
regard thereto and the portion of the Licensed Territory to which such use will
relate.

     I.   USE OF THE CELLULARONE TRADEMARK AND OTHER TRADEMARKS

          In order to protect and enhance the CELLULARONE Mark and the other
Marks licensed to Licensee hereunder and the goodwill pertaining thereto,
Licensee shall, consistent with Exhibit D, use the CELLULARONE Mark and any such
other Marks only on or in connection with first class, high quality
telecommunications equipment and related devices further described as an
Additional Product on Exhibit D hereto (collectively, the "Wireless
Communications Equipment"). Any such Wireless Communications Equipment shall be
sold or distributed only in accordance with all applicable federal, state and
local laws, including, without limitation, all applicable FCC directives and
other industry standards issued from time to time by the CTIA, the Electronics
Industries Association and comparable industry groups, and which, if available
for the type of Wireless Communications Equipment in question, has earned a
certification seal issued by the CTIA. Licensee shall, upon execution of this
Agreement, and from time to time thereafter upon request by Licensor, promptly
furnish to Licensor, at no charge, a listing of all of the various types of
Wireless Communications Equipment sold or otherwise distributed by Licensee, and
upon which or in connection with which the CELLULARONE Mark or other Marks are
used. The nature and quality of such Wireless Communications Equipment shall be
subject to review by Licensor to insure compliance with this Agreement.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     23                               12/2/99

<PAGE>

     J.   CONSUMER SERVICE NUMBER

          Licensee shall have the obligation to use and promote and a
nonexclusive right to make use of any toll free national consumer service number
that may be designated by Licensor (the "Consumer Service Number") as a toll
free service to Licensee's customers and prospective customers in the Licensed
Territory and in connection therewith to use the Mark or Marks associated
therewith, and in accordance with the following terms and conditions:

          1.   (a)  Subject to the provisions of Section 4.J.1.(e) below,
Licensor may, from time to time, establish and maintain a national consumer
service telephone number, operated twenty-four hours a day, seven days a week.
Currently the number established by Licensor is 1-800-CELL ONE (1-800-235-5663).
Licensee shall participate in an arrangement with the long distance carrier (the
"Long Distance Carrier") which provides for a network-based routing system to
cause such calls to the Consumer Service Number from customers and prospective
customers of Licensee in the Licensed Territory (including customers of Licensee
roaming from the Licensed Territory) to be automatically (i) routed to Licensee,
or to a designated center as further described below or (ii) provided with a
prerecorded intercept announcement or (iii) routed as may be required pursuant
to Section IV.J.3. below or any agreement entered into by Licensee pursuant
thereto. It is anticipated that Licensee will provide customers and prospective
customers calling the Consumer Service Number with assistance, information
and/or promotional literature in response to inquiries concerning such matters
as activation, suspension or disconnection of service, service plans,
promotions, billing, pricing, roaming, dialing instructions, access numbers,
feature codes, the locations, hours of operation and telephone numbers of
offices, authorized repair facilities and sources for batteries, parts and
accessories, and such other matters as may be set forth in the Quality Standards
as amended from time to time.

               (b)  Licensor may include in the Quality Standards as amended
from time to time requirements and suggestions for the operation of the Consumer
Service Number program, including the services which Licensee must have the
capability of offering during various times to callers to the Consumer Service
Number which are routed to the Licensee by the Long Distance Carrier, and other
materials as Licensor deems appropriate. Licensor may also, in its discretion,
expand or introduce new features to the Consumer Service Number program and may
afford Licensee the opportunity to participate therein by executing an addendum
to this Agreement or other suitable document.

               (c)  From time to time, at its sole election, Licensor may select
and designate a substitute telephone number to serve as the Consumer Service
Number and Licensee shall take such steps as shall be necessary to utilize such
substituted number in place of the prior telephone number serving as the
Consumer Service Number and shall cease any use of such prior number in
accordance with any schedule reasonably promulgated by Licensor with regard
thereto.

               (d)  In addition to the Consumer Service Number program, Licensor
may establish similar programs for other forms of wireless telephony (the "Other
800 Programs"). To the extent that the Primary Services or Core Products include
such forms of wireless telephony, Licensee shall participate in the Other 800
Programs designed therefor.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     24                               12/2/99

<PAGE>

               (e)  Licensor shall have the right, in its discretion, at any
time or from time to time, upon one hundred twenty (120) days' written notice
to Licensee, to suspend, or temporarily or permanently eliminate any or all
Consumer Service Numbers and the use thereof by Licensee.

          2.   Licensee shall establish and maintain adequate staffing and
telephone capacity in relation to the subscriber base and call volume of the
Licensed Territory, in order to promptly and adequately receive and respond to
calls routed to Licensee through the Consumer Service Number; provided however,
that Licensee may establish a centralized location with such capabilities to
serve multiple markets for which Licensee has entered into a License Agreement
with Licensor, if applicable. Licensee agrees that it will not impose any
airtime charges or other charges upon the caller for calls made to the Consumer
Service Number, whether such calls are made by customers, prospective customers,
roamers or otherwise. Licensee shall cause its billing department or, if
applicable, use its best efforts to cause each of its billing companies or
providers of Primary Services, to nonrate calls to the Consumer Service Number
made from the Licensed Territory, and to delete any per diem roaming fees if
calls from the Licensed Territory to the Consumer Service Number are the only
roamer calls made during the twenty-four hour daily billing period. Licensee
shall offer credit card roaming capability for its customers, with respect to
the Licensed Territory, for the purpose of allowing call processing for
customers with validation problems when the serving switch in the home market is
not accessible.

          3.   Within thirty (30) days of the Effective Date of this License
Agreement, Licensee shall be providing service to customers and prospective
customers in accordance with the Quality Standards twenty four (24) hours a day,
three hundred sixty-five days a year. Licensee may phase in such customer
service operations over a period not to exceed six (6) months following the
Effective Date hereof, but within (30) days after the Effective Date of this
Agreement, Licensee shall, at a minimum, promptly accept and fully respond to
all calls routed to Licensee through the Consumer Service Number from 8:00
a.m. to 6:00 p.m., local time, Monday through Friday, excluding national
holidays. During such times, the calls routed to the Licensed Territory by
the Long Distance Carrier must be handled by Licensee's own or contracted
service personnel (other than answering services) unless other arrangements
satisfactory to Licensor are made, and the various types of callers (customers,
roamers, prospects, etc.) must be provided with service respecting at least
those categories as set forth in the Quality Standards. Outside of such
times, (i) Licensee has the option of handling the calls with its own or
contracted service personnel (other than answering services), arranging for
other licensees in good standing of the Marks to handle the calls, arranging
for third parties acceptable to Licensor to handle the calls, or arranging
for the calls to be answered by an automated voice response system, with live
operator backup preferred (although a response system with the capability for
the caller to leave a recorded message will be acceptable); and (ii) not
later than six (6) complete calendar months following the Effective Date of
this License Agreement, such callers must be provided with service respecting
at least those categories as set forth in the Quality Standards for such times.

          4.   Licensee shall at its own expense include the Consumer Service
Number in Licensee's telephone directory listings for the Licensed Territory,
including "White Pages" and


CELLULAR ONE GROUP
LICENSE AGREEMENT                     25                               12/2/99

<PAGE>

"Yellow Pages" listings (under "Cellular Telephones", "Mobile Telephones,"
"Radiotelephones" or other category denoting telecommunications services and
equipment, as appropriate), and in Licensee's promotional and marketing
materials. Licensee agrees to actively promote the Consumer Service Number in
the Licensed Territory, but may also utilize its own toll free numbers or other
numbers in the Licensed Territory.

          5.   Licensor shall in no event be liable by reason of any act or
omission of Licensee or any third party licensee in the conduct of its business
or for any claim or judgment arising therefrom or for any claim or judgment by
third parties (including without limitation, the Long Distance Carrier,
Licensee's customers, prospective customers, dealers, retailers, agents,
resellers, or the like) arising from or relating to the establishment and the
operation of the Consumer Service Number, and Licensee shall indemnify and hold
Licensor, Licensor's employees, the Partnership Partners and theft affiliates,
and their respective officers, directors, employees and stockholders, harmless
from and against any and all claims and judgments, as well as the costs,
including attorneys fees, of defending against them. Licensee acknowledges that
Licensor shall not be responsible for any direct, consequential or incidental
damages of any kind resulting from or relating to the Consumer Service Number,
the related program or the operation thereof, or the acts or omissions of the
Long Distance Carrier, including without limitation, damages relating to
possible loss of customers or prospective customers by Licensee or its dealers,
retailers, agents, resellers, or the like.

          6.   Licensee agrees to promptly provide the Long Distance Carrier
with such complete current and reserve cellular NPA/NXX listings and other
information and data as may be reasonably requested by the Long Distance Carrier
to permit the Long Distance Carrier to provide an efficient and effective
routing of calls and delivery of intercept announcements to Licensee and to
assure that calls which should be routed to other licensees of the Consumer
Service Number are not being affected by Licensee's arrangements with the Long
Distance Carrier. All payments and other similar arrangements which may be
necessary to permit the Long Distance Carrier to route calls or provide
intercept services and prerecorded announcements to callers shall also be the
responsibility of Licensee, and Licensor shall have no obligation or liability
whatsoever with respect thereto. To the extent that Licensor shall make any such
payments on behalf of Licensee as a convenience or to facilitate the Consumer
Service Number program, Licensee shall promptly reimburse Licensor. Licensee
agrees to promptly provide directly to Licensor and/or to cause the Long
Distance Carrier to promptly provide to Licensor such information as Licensor
may from time to time reasonably request in order to permit Licensor to protect
the Marks and/or to ascertain Licensee's compliance with Licensee's obligations
under this Agreement.

          7.   In the event Licensee's agreement with the Long Distance Carrier
expires or is terminated for any reason with respect to any market in the
Licensed Territory, Licensee's rights with respect to the Consumer Service
Number and all related Marks shall automatically terminate with respect to such
market. In the event Licensor decides to discontinue the Consumer Service Number
or the related program, Licensor may terminate Licensee's rights with respect to
the Consumer Service Number and all related Marks upon ninety (90) days prior
written notice to Licensee.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     26                               12/2/99

<PAGE>

          8.   The parties agree that Licensor is not offering herein to resell
800 service or other telecommunications services. Licensee shall have no right
to resell 800 service using the Consumer Service Number to any other person or
entity. If Licensee chooses to permit its authorized dealers, retailers or
agents in the Licensed Territory to use the Consumer Service Number and all
related Marks, Licensee acknowledges, for itself and on behalf of its dealers,
retailers and agents, that the applicable calls by callers to the Consumer
Service Number will be routed by the Long Distance Carrier to Licensee, and not
to any such dealers, retailers and agents of Licensee, and that the calls will
be toll free and free of roaming and airtime charges upon the callers as set
forth above.

          9.   Licensee acknowledges and agrees that it shall have no ownership
interest in the Consumer Service Number, any telephone number, Mark or acronym
serving as or associated with a current or previous Consumer Service Number or
any agreements relating thereto, notwithstanding any actual or implied
agreements between Licensee and the Long Distance Carrier, any tariffs or
permits applicable or related to the Consumer Service Number or any contract or
course of dealing relating thereto. Without modifying the foregoing, Licensee
hereby grants Licensor an irrevocable power of attorney, which shall be coupled
with an interest, to act in Licensee's place and stead and to execute and
deliver any agreements, instruments, certificates, pleadings or the like
reasonably necessary to disclaim any interest by Licensee in the Consumer
Service Number, any telephone number, Mark or acronym serving as or associated
with a current or previous Consumer Service Number or any agreements relating
thereto, and to vest in Licensor full title thereto. In addition, Licensee
shall, from time to time, at the request of Licensor or the Long Distance
Carrier, promptly execute and deliver such further agreements, instruments,
certificates, pleadings and the like as Licensor shall reasonably deem necessary
to give effect to this Section IV.J.9.

     K.   INTERNET AND DOMAIN NAME PROVISIONS

     Licensor is currently implementing certain programs and features on the
Internet and registering Domain Names as part of the National Brand Goal.
Licensor expects that the increasing importance of the Internet as a
commercial medium, and the increasing importance of Domain Names as source
identifiers, increases the likelihood that Licensor will elect to expand its
Internet program and Domain Names program over time. Because of the
ubiquitous nature of the Internet and electronic commerce, Licensor believes
that the use of the Marks and derivatives or variations thereof by its
licensees on or in connection with the Internet, Web Pages or Domain Names
must be subject to central ownership by Licensor and to strict restrictions
and limitations on use to avoid consumer confusion and to permit Licensor to
implement the Internet and Domain Name programs that are currently being
developed by Licensor as well as future Internet and Domain Name programs
which Licensor may implement to attain and maintain the National Brand Goal.
Accordingly, the following provisions of this Section IV.K. shall be
applicable to Licensee and Licensee's use of the Internet in conjunction with
this License Agreement and the Marks.

          1.   Licensee will not directly or indirectly use and/or apply for or
register as a trademark, service mark, or copyright, or as a Domain Name, Web
Page, or metatag or submit to any Internet search engine, any of the Marks or
derivations or variations of the Marks, or anything


CELLULAR ONE GROUP
LICENSE AGREEMENT                     27                                12/2/99
<PAGE>

similar to the Marks, or anything similar to any other trademarks, service
marks, copyrights or Domain Names owned by Licensor, without the separate prior
written permission of the Licensor. To the extent Licensee currently or in the
future uses and/or owns or applies for or registers as a trademark, service mark
or copyright, or as a Domain Name, Web Page, or metatag, or submits to any
Internet search engine, any of the Marks or derivations or variations of the
Marks, or anything similar to the Marks, or anything similar to any other
trademarks, service marks, copyrights or Domain Names owned by Licensor,
Licensee agrees to refrain from using the same until receipt of separate written
permission from the Licensor, agrees that by virtue of execution of this License
Agreement, Licensee automatically assigns, conveys and transfers to Licensor all
rights, title and interests, in and to the same that Licensee has or ever will
have, including all goodwill associated therewith, and by virtue of execution of
this License Agreement, Licensee further agrees to execute all documents and to
take all actions requested by Licensor to effectuate and/or evidence such
assignments, conveyances and transfers.

          2.   Any separate use or registration that Licensor permits of the
Marks or derivations or variations of the Marks by Licensee in any Domain Name,
Web Page, metatag or with any Internet search engine, shall be in accordance
with the provisions of the Graphic Standards Manual and the Quality Standards as
modified from time to time. Such provisions may involve the use by Licensee of
market, corporate, and/or other identifiers in conjunction with the Marks as may
be determined appropriate by Licensor to provide differentiation among the users
of the Marks, and Licensee agrees to use the same as directed by Licensor. To
the extent Licensee has or will establish its own presence on the Internet,
Licensee agrees to (i) provide a transport page or link to Licensor's national
Web Site as may be approved by Licensor, (ii) use a URL or Domain Name as may be
approved by Licensor, (iii) present a public image that reflects favorably upon
the Marks, and to at all times comply with the Graphic Standards Manual and
Quality Standards as from time to time in effect, including, without limitation,
the standards and provisions that are or may be included therein with respect to
Licensor's Web Page and/or Web Site.

          3.   Licensee agrees that Licensor shall have no obligation or
liability to Licensee or any user of any Web Site of Licensee, whether or not
linked to any Web Site of Licensor. Licensee further acknowledges and agrees
that Licensor does not operate or control the Internet in any way, or any
merchandise, information or services offered or made available or accessible on
the Internet. Licensee assumes total responsibility and risk for its use and any
user's use of any Web site of Licensee, any services provided or contemplated by
and any arrangement between Licensee and any user of any Web Sites of Licensee.
ANY PRODUCTS, SERVICES, INFORMATION OR BENEFITS BEING PROVIDED BY LICENSOR,
DIRECTLY OR INDIRECTLY TO LICENSEE HERE UNDER ARE PROVIDED "AS IS," WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
ANY WARRANTY FOR INFORMATION; SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN
CONNECTION WITH ANY PROGRAM CONDUCTED OR TO BE CONDUCTED BY AND BETWEEN LICENSOR
AND LICENSEE PURSUANT TO THIS LICENSE AGREEMENT, ANY CONTENT 0% OR TRANSMITTED
THROUGH ANY WEB SITE OF LICENSOR, OR ANY RESULTS OBTAINED THROUGH THE USE OF THE
INTERNET, ANY AND ALL WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, OR
CONTENT OF SUCH INFORMATION, PRODUCTS OR SERVICES, AND


CELLULAR ONE GROUP
LICENSE AGREEMENT                     28                                12/2/99

<PAGE>

ANY AND ALL WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. This disclaimer of liability applies to any damage or
injury caused by any reason, including but not limited to, failure of
performance, error, omission, interruption, deletion, defect, delay in operation
or transmission, computer virus, communication line failure, theft or
destruction, or unauthorized access to, alteration of, or use of records,
whether for breach of contract, tortious behavior, negligence, product liability
or under any other cause of action. Neither Licensor nor any of its affiliates
shall be liable for the defamatory, libelous, offensive, or illegal conduct of
Licensee, or any user of any Web Site.

          4.   Licensee acknowledges and agrees that Licensor is merely
providing the Marks for use by Licensee in connection with the Internet and
otherwise pursuant to this License Agreement. Accordingly, Licensor should not
be deemed to have evaluated nor investigated any user to determine the merit of
any matters subject to any Internet use, all of which matters shall be the sole
responsibility of Licensee. Licensor does not represent that any information
transmitted by or through any Web Site of Licensor will be accurate or not
misleading.

          5.   Licensee and any user by or through it must evaluate, and bear
the risk associated with the accuracy, completeness, or usefulness of any
content contained on or transmitted through any Web Site of Licensor. Licensee
acknowledges and agrees that any link from Licensee's Web Site to Licensor's Web
Site may permit access to content which is protected by copyrights, trademarks,
patents, privacy, publicity, and other proprietary rights, and that such
intellectual property rights are valid and protected in all media existing now
or later developed and, except as explicitly provided otherwise, use thereof by
Licensee shall be governed by applicable copyright and other intellectual
property laws. Licensee shall keep in confidence all confidential information of
another party made available to or coming into the possession of Licensee
through or in connection with the Internet arrangements existing from time to
time between Licensor and Licensee.

          6.   Licensee hereby agrees to defend, indemnify and hold Licensor and
its affiliates, and their respective officers, directors and agents harmless
from and against any claims, actions, causes of action, losses, damages and
expenses (including, but not limited to, reasonable attorneys' fees) arising out
of or in any way relating to any information provided by or through Licensee or
in connection with any link to or from any Web Site of Licensor to any Web Site
of Licensee, including, without limitation, any claims, actions, causes of
action, losses, damages or expenses resulting from or with respect to any user
of any Web Site of Licensee or any link to or from any Web Site of Licensor, or
any agent, dealer or retailer of Licensee.

          7.   Licensee acknowledges and agrees that the Internet is inherently
unreliable and that the use thereof by Licensee may result in the dissemination
of inaccurate information, or delays, or inadvertent disclosure of, or access
to, information. Licensee further acknowledges and agrees that Licensor has no
control over the Internet and that the continuation of the Internet in its
present form or any other form is uncertain. Accordingly, Licensor shall not be
held responsible or liable, directly or indirectly, for any loss or damage
caused by or alleged to have been caused by any use of the Internet, the
provision of any services, or any reliance on any content on or transmitted
through any Web Site of Licensor, or any inability to access or utilize the
Internet.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     29                                12/2/99

<PAGE>

V.   FEES AND REPORTING

     A.   APPLICATION FEE

          Upon the execution of this License Agreement by Licensee, Licensee
shall pay to Licensor a nonrefundable application fee (the "Application Fee")
of five hundred dollars ($500.00) per market in the Licensed Territory;
provided, however, that no Application Fee with respect to a particular
market shall be payable in the event that this License Agreement is being
executed as a renewal, extension or modification of an outstanding
CELLULARONE License Agreement between Licensee and Licensor covering such
market in the Licensed Territory or in the event of a market transfer or
Change of Control (the latter events being subject, however, to the transfer
fee described in Section V.G. hereof).

     B.   ANNUAL LICENSE FEE

          Licensee agrees to pay to Licensor an annual license fee (the
"Annual License Fee"), based on the total population of each of the markets
in the Licensed Territory as determined by the most recent population
estimates produced by an independent company selected in good faith by
Licensor, with a minimum annual license fee of Two Thousand Five Hundred
Dollars ($2,500.00) per market in the Licensed Territory for each year during
the term (the "Minimum License Fee"). If the Effective Date of this License
Agreement is on or before December 31, 1999, the Annual License Fee for the
Initial Year shall be equal to the greater of (w) the Minimum License Fee, or
(x) two and two one-hundredths of one cent ($0.0202) per person in the
Licensed Territory. If the Effective Date of this License Agreement is after
December 31, 1999, and for each Full License Year after December 31, 1999,
regardless of the Effective Date, the Annual License Fee for the Initial Year
or the applicable Full License Year, as the case may be, shall be an amount
equal to the greater of (y) the Minimum License Fee, or (z) a monetary amount
per person in the License Territory as may be set by Licensor as of each
January 1" during the Term hereof, provided that the monetary amount set as
of any January 1" shall never exceed two cents ($0.02) plus an amount equal
to one-half of one cent ($0.005) for each January V occurring on and after
January 1, 2000 (by way of example only, the maximum amount of the Annual
License Fee for the Full License Years commencing January 1, 2000, January 1,
2001 and January 1, 2002, would be two and one-half cents ($0.025), three
cents ($0.03) and three and one-half cents ($0.035), respectively); provided,
further, that with respect to the Initial Year hereof only, the amount of the
Annual License Fee applicable to such period shall be the amount of the
Annual Licensee Fee, as determined above, multiplied by the Pro Ration
Factor. The Annual License Fee shall be due on each January 1 and payable on
or before January 31 of each year during the Term, for the full calendar
year, except that the Annual License Fee for the Initial year shall be paid
upon execution of this License Agreement by Licensee. The Annual License Fee
will not be prorated or refunded in whole or in part under any other
circumstances; provided, however, that upon the normal expiration of this
License Agreement at the end of the Term (but in no other event, including
without limitation, upon the voluntary or involuntary termination of this
License Agreement for any reason), Licensor agrees to refund a prorated
portion of the Annual License Fee reflecting that


CELLULAR ONE GROUP
LICENSE AGREEMENT                     30                                12/2/99

<PAGE>

portion of that calendar year remaining after the date of expiration, less any
set off for any other fees owing to Licensor.

     C.   ANNUAL ADVERTISING FEE

          1.   As described in Section XIII.C. below, Licensor has established a
Promotional Fund for the purpose of providing a revenue source to fund
advertising and promotional programs as Licensor deems appropriate from time to
time. Also as described in such Section XIII.C. below, the amount of funds
required by Licensor for such purposes may vary from time to time and the
collection of such funds may be suspended or temporarily or permanently
eliminated in the sole discretion of Licensor. In the event Licensor determines
in its discretion to charge an annual advertising fee (the "Annual Advertising
Fee") for any or all years during the Term, Licensee agrees to pay to Licensor's
Promotional Fund an Annual Advertising Fee based upon the population estimates
described in Section V. B. above in accordance with the remaining provisions of
this Section V.C. If the Effective Date of this License Agreement is on or
before December 31, 1999, the Annual Advertising Fee for the Initial Year shall
be equal to seven and four tenths of one cent ($0.0740) per person in the
Licensed Territory. If the Effective Date of this License Agreement is after
December 31, 1999, and for each Full License Year after December 31, 1999, the
Annual Advertising Fee for the Initial Year or the applicable Full License Year,
as the case may be, shall be a monetary amount per person in the Licensed
Territory as may be set by Licensor as of each January 1st during the Term
hereof, provided that the amount set as of any January 1st shall never exceed
the amount calculated in accordance with Section V.C.2. below; provided further,
that with respect to the Initial Year hereof only, the amount of the Annual
Advertising Fee applicable to such period shall be the amount of the Annual
Advertising Fee, as determined above, multiplied by the Pro Ration Factor. The
Annual Advertising Fee shall be due on each January 1 and payable on or before
each January 31 of each year during the Term, for the full calendar year, except
that the Annual Advertising Fee for the Initial Year shall be paid upon
execution of this License Agreement by Licensee. The Annual Advertising Fee will
not be prorated or refunded in whole or in part under any other circumstances.
To the extent that geographic, demographic or social factors (such as a location
of a market outside of the continental U.S. or the use in a particular market in
the Licensed Territory of a dominant language other than English) limit the
effectiveness of Licensor's promotional efforts with respect to such market in
the Licensed Territory, Licensor may, but shall not be obligated to, consider an
adjustment to the Annual Advertising Fee payable under this Section V.C. or
adjusting its promotional activities to improve the effectiveness thereof in
such market in the Licensed Territory.

         2. The maximum Annual Advertising Fee which Licensor may, in its sole
discretion, impose upon Licensee for any Initial Year or Full License Year
commencing on and after January 1, 2000, shall be determined as follows:

          Annual Advertising Fee for the applicable Initial Year or Full License
          Year commencing on and after January 1, 2000=

                  F        X        MC-2  X Pops
                                    ----
                                    MC-1


CELLULAR ONE GROUP
LICENSE AGREEMENT                     31                                12/2/99
<PAGE>

          where:

               (a)  "F" shall be $0.074 for the period ending on December 31,
1999. For each Initial Year or Full License Year commencing on and after January
1, 2000, F shall be the amount of the Annual Advertising Fee (determined by the
application of the above formula) for the Full License Year preceding the year
in which the calculation of the Annual Advertising Fee in question is being
made;

               (b)  "MC-1" shall mean the actual media buy costs or obligations
incurred by Licensor in connection with Licensor's obligations and activities
under Section VIII of this License Agreement for the Full License Year preceding
the year in which the calculation in question is being made; and

               (c)  "MC-2" shall mean the higher of (i) MC-1 or (ii) the media
buy liabilities Licensor would incur in the following annual period if it
engaged in the activities and purchased the goods and services giving rise to
the media buy liabilities constituting MC-1. In making the determination
required by the preceding sentence, Licensor shall utilize the "netcosts (J)"
reports publication describing Broadcast Network, Cable Network and Syndication
CPM and CPP projections published by Ephron, Papazian & Ephron, Inc., or any
successor or equivalent index generally utilized by the industry to estimate
future costs associated with promotional activities. To the extent that
particular advertising expenditures are not reasonably determinable from the use
of the above referenced index or indices, Licensor shall make the appropriate
determinations with respect to such expenditures in good faith, based upon
Licensor's historical experience in administering the Promotional Fund and from
such sources that may be reasonably available to Licensor at the time of making
any such determinations.

     D.   ANNUAL ADMINISTRATIVE FEE

          Licensor shall be entitled to levy, and Licensee shall pay, a
nonrefundable annual administrative fee (the "Annual Administrative Fee"), not
to exceed, each calendar year, one-half of one cent ($0.005) per person in the
Licensed Territory, based upon the population estimates described in Section
V.B. above, in the event that Licensor determines that such a fee is necessary
to defray Licensor's administrative costs, including costs associated with
professional fees and expenses, incurred in connection with performing
Licensor's duties under this License Agreement and otherwise protecting and
promoting the Marks and assuring that the Quality Standards continue to be
consistent with changing market conditions and technological change. In the
event that Licensee provides Primary Services as a reseller for more than one
provider of Cellular Telephone Services or any form of Alternate Wireless
Service, Licensor shall be entitled to receive an additional Annual
Administrative Fee (or such part thereof as Licensor shall deem appropriate)
with regard to each such reseller relationship, reflecting the increased costs
of conducting customer surveys and otherwise monitoring Licensee's performance
under this License Agreement.

CELLULAR ONE GROUP
LICENSE AGREEMENT                     32                                12/2/99

<PAGE>

     E.   INTERNET FEE

          As described in Section IV.K. above, Licensor expects that the
evolution of the Internet may require Licensor to expend significant resources
on the development and maintenance of Web Sites and Internet related programs
and activities. Accordingly, Licensor shall be entitled to impose, and Licensee
agrees to pay to Licensor, an annual Internet Fee (the "Annual Internet Fee")
based upon the population estimates described in Section V.B. above, in
accordance with the remaining provisions of this Section V.E. There shall be no
Annual Internet Fee payable hereunder for any period prior to January 1, 2001.
There shall be an Annual Internet Fee equal to one cent ($0.01) per person in
the Licensed Territory for any Initial Year occurring in 2001 and for each Full
License Year commencing January 1, 2001. There shall be an Annual Internet Fee
for each Initial Year and each Full License Year commencing on or after January
1, 2002, equal to a monetary amount per person in the Licensed Territory as may
be set by Licensor as of each January 1st which does not exceed one cent ($0.01)
plus an amount equal to one- fourth of one cent ($0.0025) for each January 1st
occurring on and after January 1, 2002 (by way of example only, the maximum
amount of the Annual Internet Fee for the Full License Years commencing January
1, 2002, January 1, 2003 and January 1, 2004, would be one and one-fourth cents
($0.0125), one and one-half cents ($0.015) and one and three-fourths cents
($0.0175), respectively); provided, further, that with respect to the Initial
Year hereof only, the Annual Internet Fee applicable to such period shall be the
Annual Internet Fee, as determined above, multiplied by the Pro Ration Factor.
The Annual Internet Fee shall be due on each January 1 and payable on or before
each January 31 of each year in which an Annual Internet Fee is to be paid
pursuant to this Section V.F., for the full calendar year, except, that the
Annual Internet Fee for the Initial Year shall be paid upon execution of this
License Agreement by Licensee. The Annual Internet Fee will not be prorated or
refunded in whole or in part under any other circumstances; provided, however,
that upon the normal expiration of this License Agreement at the end of the Term
(but in no other event, including without limitation, upon the voluntary or
involuntary termination of this License Agreement for any reason), Licensor
agrees to refund a prorated portion of the Annual Internet Fee reflecting that
portion of that calendar year remaining after the date of expiration, less any
set off for any other fees owing to Licensor. In the event Licensee shall
request Licensor to provide Web Site services, electronic links to or from
Licensee's Web Site to Licensor's Web Site or other Internet related services
that are unique to Licensee or custom in nature, as distinguished from the
Internet related services being provided generally by Licensor to its licensees,
Licensee shall pay Licensor such additional charges or amounts as may be
mutually agreed to by Licensor and Licensee in connection with the provision of
such services.

     F.   ADDITIONAL FEES

          From time to time following the date hereof, Licensor may propose,
pursuant to Section IV.E. hereof, changes to or the implementation of one or
more periodic fees to be payable by licensees with regard to the Primary
Services, Core Products, Additional Products or Additional Services, or other
fees deemed appropriate by Licensor. Upon approval thereof in accordance with
Section IV.E., such fees shall become an obligation of Licensee hereunder.

CELLULAR ONE GROUP
LICENSE AGREEMENT                     33                                12/2/99

<PAGE>

     G.   SPECIAL LICENSEE RELATED EXPENSES

          Licensor shall be entitled to levy, and Licensee shall promptly pay, a
fee of not less than five hundred dollars ($500.00) per market with regard to
any Change of Control of Licensee or assignment by Licensee of its rights and
obligations hereunder (including any transfer or Change of Control of a market
constituting part of the Licensed Territory) or upon any other assignment,
transfer, pledge, Change of Control or other transaction contemplated or
permitted under Article X.

     H.   PAYMENTS, INTEREST ON LATE PAYMENTS

          All fees and charges payable under this License Agreement shall be
payable in good funds at Licensor's address specified herein, or at such other
address as Licensor shall from time to time designate in writing.
Notwithstanding any other provision of this Article V, Licensor shall be
entitled for reasons of administrative convenience or otherwise to defer the
date by which any fee or charge payable by Licensee hereunder may be due. No
such deferral shall be a waiver of any of Licensor's rights hereunder. If
payment of any Application Fee, Annual License Fee, Annual Advertising Fee,
Annual Administrative Fee, Annual Internet Fee or other fee or charge under this
License Agreement is overdue, Licensee shall pay Licensor, in addition to the
overdue amount, interest on such overdue amount from the date it was payable
until paid at the rate which is two (2) points above the prime rate published by
the Wall Street Journal on the date payment was due, or the maximum rate
permitted by applicable law, whichever is less. Entitlement to such interest
shall be in addition to any other remedies Licensor may have.

VI.     MARKS

     A.   OWNERSHIP OF MARKS

          Licensor is the owner of all right, title and interest in and to the
Marks (which shall include for the purposes of this Section VI. all of the
permits and contractual or other arrangements (including registrations of
trademarks, service marks and domain names) relating to ownership or control of
the Marks, the Consumer Service Number and the like). No authorization or
sublicense by Licensee pursuant to Sections IV.G. or X.C. shall create any
ownership interest in the Marks in Licensee or any authorized user or
sublicensee thereof nor any right by Licensee to sublicense use of the Marks in
the future or otherwise.

     B.   GENERAL USE

          With respect to Licensee's use of the Marks pursuant to this License
Agreement, Licensee acknowledges and agrees to the following:

          1.   Licensee shall use only the Marks designated by Licensor and
shall use them only in the manner authorized and permitted by Licensor herein,
and only in accordance with the Graphic Standards Manual. Without limiting the
generality of the foregoing, Licensee shall comply with Licensor's guidelines
and directives (i) for use of certain Marks with specified Additional Products
and Additional Services, (ii) concerning the use of the Marks or derivatives
thereof in, or

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LICENSE AGREEMENT                     34                                12/2/99

<PAGE>

as a part of, the Domain Name of any Web Pages or the names of any similar
Internet locales or addresses owned by or on behalf of Licensee, and (iii) as
to the forms, applications, presentations and colors.

          2.   Except to the extent permitted as Incidental Use, Licensee
shall use the Marks only in connection with providing Primary Services, Core
Products, Additional Services and Additional Products in the Licensed
Territory, in accordance with the Quality Standards and as otherwise set forth
in this License Agreement.

          3.   Licensee shall identify the Licensor as the registered owner of
the Marks in such ways as Licensor may direct, including but not limited to
the identification of Licensor as such on Licensee's invoices, order forms,
receipts and contracts.

          4.   Except as provided in Section IV.G. above and Section X.C.
below, Licensee shall have no right to authorize others to use or to
sublicense the Marks to any other person or entity, and in no event shall
Licensee have any right to allow any of its resellers, franchisees or similar
type third parties, if any, to make use of the Marks. Any use by a dealer,
retailer or agent under Section IV.G. or by an Affiliate under Section X.C.
shall be consistent with Licensee's rights and responsibilities hereunder with
respect to the use of the Marks and, in no event, shall any such permitted use
exceed or extend beyond Licensee's rights hereunder to use the Marks. Licensee
agrees to monitor and be responsible for the use of the Marks by its agents,
retailers and dealers and its Affiliates to permit Licensor to ascertain
Licensee's compliance hereunder. From time to time upon the reasonable request
of Licensor, Licensee shall promptly supply Licensor with a list of dealers,
retailers, agents and Affiliates authorized to use the Marks and/or promptly
confirm whether any particular dealers, retailers, agents or Affiliates remain
authorized and in good standing with respect to use of the Marks.

          5.   Licensee's right to use the Marks is limited to the uses
specifically authorized under this License Agreement.

          6.   Licensee shall not use the Marks or any of their derivatives,
or any marks confusingly similar thereto, as part of Licensee's corporate or
other legal name. Licensee and any dealers, retailers or agents designated
under Section IV.G. or Affiliates designated under Section X.C. may file and
maintain trade name or fictitious name registrations in the jurisdictions
within the Licensed Territory where legally required or otherwise appropriate
to reflect the fact that Licensee is doing business as "CELLULARONE". If other
licensees desire to file and maintain such a trade name or fictitious name
registration pursuant to a license agreement with Licensor, Licensee shall
consent or otherwise cooperate with Licensor and such licensees in meeting the
state or local requirements to permit such trade or fictitious name
registrations to coexist. Licensee shall execute any documents deemed
necessary or desirable by Licensor or its counsel to assist Licensor in the
protection or registration of the Marks or to maintain or defend Licensor's
title thereto, or their continued validity and enforceability.


CELLULAR ONE GROUP
LICENSE AGREEMENT                     35                                12/2/99

<PAGE>

          7.   Licensee shall promptly notify Licensor of any suspected
infringement of, or challenge to the validity, registration, or Licensor's
ownership of the Marks, which occurs in the Licensed Territory, or elsewhere,
should Licensee become aware. Licensor agrees, at its sole cost and expense,
to institute or otherwise defend proceedings as may be appropriate to protect
the Marks, including, to the extent necessary, defense of such proceedings
following termination of this License Agreement, In connection with any such
proceedings, Licensee agrees to execute any and all documents and to do
whatever reasonable acts and things as may, in the opinion of counsel for
Licensor, be necessary or advisable to assist Licensor in carrying out the
prosecution or defense, and Licensor agrees to reimburse Licensee for all
direct costs incurred by Licensee in doing these acts and things, except that
Licensee shall bear the salary costs of its employees. Licensor shall have the
sole right to institute, defend and direct proceedings relating to the Marks
and Licensee shall not file or institute any proceedings relating to the Marks
without the prior written consent of Licensor. In the event that Licensee does
file or institute any proceedings relating to the Marks, Licensee shall
promptly supply Licensor with copies of any and all papers and materials
relating to such proceedings, together with such information relating thereto
as Licensor may reasonably request. Notwithstanding anything to the contrary
in this Section VI.B., and whether or not Licensor undertakes the prosecution
or defense of a legal proceeding relating to one or more of the Marks,
Licensor's liability for damages and losses to Licensee relating to use of one
or more of the Marks (including any loss resulting from Licensor's loss of
title or ownership of the Marks or the rights thereto) shall be limited to the
amount of the Application Fee plus the Annual License Fee paid by Licensee
under this License Agreement for the market(s) in which such liability is
determined, for the year during which such liability is determined.

          8.   Licensee acknowledges that the Marks are valid and serve to
identify the Primary Services, the Core Products, the Additional Services and
the Additional Products provided by those who are authorized to operate under
the Marks. Licensee shall not directly or indirectly contest the validity,
registration or Licensor's ownership OF THE MARKS, ANY OF THEIR DERIVATIVES,
any of the icons or other marks owned by Licensor, and Licensee shall not
directly or indirectly apply for or otherwise seek to register as a trademark,
service mark, design mark, Internet domain site or other designation which
incorporates, which is the same as or confusingly similar to, or which may
dilute Licensor's rights in and to, any of the Marks or their derivatives, any
of the icons or other marks owned by Licensor.

          9.   Licensee's use of the Marks, and the use thereof by its agents,
retailers, dealers and Affiliates, if any, pursuant to this License Agreement
does not give Licensee or any agent, retailer, dealer or Affiliate, any
ownership interest or other interest in or to the Marks, except the license
granted in this License Agreement. Any and all goodwill arising from use of
the Marks shall inure solely and exclusively to the benefit of Licensor, and
upon expiration or termination of this License Agreement, no monetary amount
shall be assigned as attributable to any goodwill associated with use of the
Marks by Licensee or its agents, retailers, dealers or Affiliates.







CELLULAR ONE GROUP
LICENSE AGREEMENT                     36                                12/2/99

<PAGE>

          10.  Licensor has and retains the following rights, among others:

               (i)      To use the Marks itself or to license others to use
     the Marks for National Programs and on or with respect to the Internet,
     both within and outside the Licensed Territory;

               (ii)     To use the Marks itself or license others to use the
     Marks anywhere in the world, in connection with local, regional and
     national advertising and promotion, including conducting activities
     designed to enhance the goodwill associated with the Marks, and, subject
     to the provisions of Section I hereof, with directly or indirectly
     selling products and services (including telecommunications products and
     services) both within and outside the Licensed Territory;

               (iii)    To grant licenses for use of the Marks in addition to
     those licenses already granted to existing licensees of the Marks;

               (iv)     To use the Marks in any manner reserved for Licensor
     in this License Agreement, including without limitation, pursuant to
     Section 1; and

               (v)      To create derivatives of the Marks and exploit,
     promote and license such derivatives.

          11.  In the event that any of the Marks or icons, including any
trademarks, service marks and design logos adopted after execution of this
License Agreement which become Marks, can no longer be used, Licensor reserves
the right to provide a substitute mark or design with reasonable notice to
Licensee.

     C.   INCIDENTAL USE

          1.   For the purposes of this License Agreement, the promotion, sale
and delivery of Primary Services, the Core Products, Additional Services and
Additional Products in accordance with this Section VI.C. shall be considered
"Incidental Use" of the Marks.

          2.   During the Term, and subject to the other provisions of this
License Agreement, Licensee shall be entitled to conduct its business of
providing Primary Services, Core Products, Additional Services and Additional
Products throughout the Licensed Territory, without the necessity of
abandoning or failing to serve any part of the Licensed Territory because such
business might become known to, or because Licensee might from time to time
sell products or services to, persons or businesses resident or located
outside of the Licensed Territory. Licensee shall not be prohibited by the
terms of this License Agreement from promoting Primary Services outside of the
Licensed Territory to the extent necessary to provide Primary Services in
accordance with the Quality Standards throughout the Licensed Territory. In
addition, except that Licensee shall not specifically direct its promotional
activities to potential customers outside of the Licensed Territory, Licensee
shall be entitled to utilize regional or other media in connection with
promoting its Primary Services, Core Products, Additional Services and
Additional Products within the

CELLULAR ONE GROUP
LICENSE AGREEMENT                     37                                12/2/99

<PAGE>

Licensed Territory. Licensee shall not adopt promotional pricing or otherwise
seek to distribute Primary Services, Core Products, Additional Services or
Additional Products outside of the Licensed Territory, but shall not be
precluded from doing business with persons or entities it knows to be resident
outside of the Licensed Territory.

          3.   This Section VI.C. does not entitle Licensee to utilize the Marks
for products or services other than Primary Services, Core Products, Additional
Services and Additional Products, nor does it allow use of the Marks by Licensee
outside of the Licensed Territory except strictly in accordance with Section
VI.C.2. above. Licensor shall have the sole right to restrict Licensee's
Incidental Use of the Marks at any time and in such manner as Licensor shall
determine necessary or appropriate to prevent such Incidental Use from
breaching, infringing upon, or otherwise conflicting with, the rights of any
other current or future licensee of the Mark(s). Licensee's Incidental Use of
the Marks may also be restricted under Section VI.D. below, notwithstanding this
Section VI.C., to avoid or mitigate Potential Customer Confusion (as
subsequently defined).

     D.   POTENTIAL CUSTOMER CONFUSION

          1.   Notwithstanding any other provision of this Section VI. to the
contrary, in the event that as a result of economic, demographic or
technological changes within or affecting the Licensed Territory from and after
the date of this License Agreement, Licensor reasonably determines that actual
or potential customers of another licensee of the Marks, or any of them, are or
are likely to consider Licensee to be, or to be affiliated with, such other
licensee of the Marks or not readily distinguishable therefrom (such
circumstances being referred to as "Potential Customer Confusion"), Licensor
shall be entitled to modify the provisions of this License Agreement and any
Exhibit hereto for the purpose of reducing the circumstances giving rise to the
Potential Customer Confusion.

          2.   In seeking to reduce Potential Customer Confusion, Licensor shall
consider requiring providers (including Licensee) of products or services which
are the source of Potential Customer Confusion to adopt tag lines or otherwise
differentiate such products or services before amending this License Agreement
in a manner that would require a material modification in the conduct of
Licensee's telecommunications business relating to the Marks.

          3.   Without limiting the generality of the foregoing, and without
limiting any other rights which Licensor may have hereunder with respect to
Additional Products or Additional Services, Licensor shall be entitled, with or
without the consent of Licensee, to reduce the size of the Licensed Territory
with regard to Additional Products or Additional Services or to delete or modify
the description of any Additional Product or Additional Service set forth on
Exhibit D hereto for the purpose of mitigating or eliminating Potential Customer
Confusion. Upon such reasonable written notice to Licensee as Licensor in its
discretion determines, but in no event to exceed sixty (60) days, regarding the
existence of Potential Customer Confusion resulting, in whole or in part, from
Licensee's promotional activities, Licensee shall modify such promotional
activities to the extent reasonably necessary to prevent or mitigate, to the
extent possible, the continuation of events or circumstances previously giving
rise to Potential Customer Confusion.




CELLULAR ONE GROUP
LICENSE AGREEMENT                     38                                12/2/99

<PAGE>

VII. CONFIDENTIAL INFORMATION

     A.   DEFINITION

          Any and all information, knowledge, know-how, and techniques which
Licensor or Licensee designates as confidential shall be deemed "Confidential
Information" for purposes of this License Agreement, except:

          1.   Information which either party can demonstrate was known to it
prior to disclosure thereof by the other party; or

          2.   Information which, at or after the time of disclosure by one
party to the other, had become or later becomes a part of the public domain,
through publication or communication by others through no fault of the party
receiving the information.

          B.   PROHIBITIONS

          Licensor and Licensee each agree that it will use its best efforts,
during the Term of this License Agreement and for one year following
expiration or termination of this License Agreement, to prevent the
communication or divulgence, to any other person, partnership, association,
corporation or business enterprise of any Confidential Information which may
be communicated to it or of which it may be apprised pursuant to this License
Agreement. Licensor shall be deemed to have used its best efforts to prevent
such communication or divulgence if it has distributed guidelines to its
employees in an effort to maintain an information separation between Licensor
and the Partnership Partners and their affiliates, and, specifically, it has
instructed its employees not to divulge any Confidential Information,
including customer information, to the Partnership Partners or their
affiliates, and shall have obtained the executed confidentiality agreements
referred to in Section VII.C. from those persons designated in such Section.
In circumstances where Licensee is in direct competition with one of the
Partnership Partners or their affiliates in any one or more of the market(s)
in the Licensed Territory, Licensor will instruct its employees to exercise
special care in safeguarding confidential information regarding Licensee's
business of providing Primary Services, Core Products, Additional Products or
Additional Services in that market to avoid unnecessary or prohibited
disclosure of such confidential information to such Partnership Partner or its
affiliates. The parties agree that statistical performance information
regarding licensees of the Marks which does not identify individual markets
may be reported to the Partnership Partners and their affiliates and shall not
be considered Confidential Information. Notwithstanding the foregoing, either
party to this License Agreement and the Partnership Partners and their
affiliates may disclose any Confidential Information which any such party may
be legally required to disclose to a government agency or in the context of
litigation or arbitration.

     C.   LICENSOR CONFIDENTIALITY AGREEMENTS

         Licensor will execute, and will cause its employees, agents and
representatives, who are reasonable expected to have access to Confidential
Information of Licensee to execute, an


CELLULAR ONE GROUP
LICENSE AGREEMENT                     39                                12/2/99

<PAGE>

appropriate confidentiality agreement, which shall provide that any Confidential
Information of Licensee made available to Licensor, Licensor's employees, agents
or representatives, pursuant to this License Agreement, will be kept
confidential by all such persons.

     D.   CONSEQUENCES OF BREACH

          Licensor and Licensee each acknowledges that any failure to comply
with this Section VII will cause the other party irreparable injury, and each
parry agrees to pay all court costs and reasonable attorneys' fees incurred by
the other party in obtaining specific performance of, or an injunction against
violation of, this Section VII.

VIII.   ADVERTISING

     Recognizing the value of advertising and the importance of the
standardization of advertising programs to the furtherance of the goodwill and
public image of the Marks, the parties agree as follows:

     A.   LICENSEE'S ADVERTISING

          All advertising and promotion by Licensee in any manner or medium must
be conducted in a dignified manner and must conform to the written electronic
and graphic guidelines specified by Licensor from time to time, including the
Graphic Standards Manual. Licensee shall display or otherwise employ the Marks
in the manner prescribed by Licensor on all signs and all other advertising and
promotional materials used in connection with Licensee's business, to the extent
relating to Primary Services, Core Products, Additional Services and Additional
Products. If requested by Licensor, Licensee at its own expense shall promptly
provide to Licensor photocopies or other photographic, mechanical, magnetic or
other representations of all print advertisements and promotional materials,
radio/television advertising sequences, graphical interface presentations and
other media presentations using the Marks which Licensee has used at any time
during the six (6) months preceding Licensor's request.

     B.   MATERIALS PROVIDED BY LICENSOR

          Licensor may provide from time to time, in its sole discretion,
advertising and promotional plans and materials, including without limitation,
newspaper mats, television and radio tapes, graphical interface files,
promotional brochures and sales aids. Licensee may use all or any of these
materials in its sole discretion.

     C.   PROMOTIONAL FUND, OTHER ADVERTISING FUNDS

          Licensor has established, and Licensee agrees to participate in a fund
(the "Promotional Fund" or the "Fund") for national, local and regional
advertising and promotional and other public programs and activities, including,
without limitation, Internet programs and activities for licensees of the Marks.
Subject to the limitations set forth in Section V.C. above, Licensor shall have
the sole discretion to determine the amount or amounts which Licensee shall be
required to

CELLULAR ONE GROUP
LICENSE AGREEMENT                     40                                12/2/99

<PAGE>

contribute to the Promotional Fund in any year during the Term. Subject to such
limitations, the amount of Licensee's contributions may be increased, decreased,
suspended or eliminated, temporarily or permanently, as determined appropriate
by Licensor in Licensor's sole discretion. Licensee agrees to make contributions
to the Promotional Fund as required hereunder and under Section V.C. hereof, and
agrees that the Fund is to be maintained and administered by Licensor or its
designee as follows:

          1.   Licensor or its designee shall direct all advertising and/or
promotional programs with sole discretion over the concepts, materials, and
media used in such programs and the placement and allocation thereof. Licensee
agrees and acknowledges that the Promotional Fund is intended to maximize
general public recognition, acceptance, and use of the Marks for the benefit of
all licensees of the Marks, and that Licensor or its designees are not
obligated, in administering the Fund, to undertake expenditures for Licensee
which are equivalent or proportionate to Licensee's contributions, or to ensure
that any particular licensee benefits directly or PRO RATA from expenditures by
the Fund.

          2.   The Promotional Fund, all contributions thereto, and any interest
earnings thereon, shall be used for the purpose of meeting any and all costs of
administering, researching, directing, and preparing advertising and/or
promotional activities including the cost of preparing and conducting
television, radio, magazine, Internet, e-mail and newspaper advertising
campaigns; direct mail and outdoor billboard advertising; marketing surveys and
other public relations activities; use of advertising agencies to assist
therein; promotional brochures and other marketing materials for licensees of
the Marks; and indirect costs, including reasonable allocation of Licensor's
administrative, personnel and overhead expenses, associated with the
implementation of advertising programs, such as equipment costs and similar
costs relating to National Programs or other similar programs contemplated by
Section III.E. All reasonable costs incurred by Licensor or charged to Licensor
by third parties for the production and dissemination of such advertising and
promotional materials may be charged to the Fund.

          3.   Licensee shall contribute to the Promotional Fund in accordance
with Section V.C. above. All sums paid by licensee to the Promotional Fund shall
be maintained in an account separate from the other monies of Licensor and shall
not be used to defray any of Licensor's administrative expenses, except for such
reasonable administrative costs and overhead as Licensor may incur in activities
reasonably related to the administration or direction of the Fund and
advertising programs for licensees of the Marks, and as further set forth in
Section VIII.C.2. above. Except as set forth in this Section VIII.C., the
Promotional Fund and any incidental earnings shall not otherwise inure to the
benefit of Licensor. Licensor or its designee shall maintain separate
bookkeeping accounts for the Promotional Fund.

          4.   It is anticipated that all Licensee contributions to, and
incidental interest earned by, the Promotional Fund shall be expended for
advertising and/or promotional purposes during the taxable year within which the
contributions and earnings are received. If, however, excess amounts remain in
the Promotional Fund at the end of such taxable year, all expenditures in the
following taxable year(s) shall be made first out of accumulated interest
earnings from previous years, next out of interest earnings in the current year,
and finally from contributions.

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LICENSE AGREEMENT                     41                                12/2/99

<PAGE>

          5.   The Promotional Fund is not and shall not be an asset of Licensor
or its designee. A statement of the operations of the Promotional Fund as shown
on the books of the Promotional Fund shall be prepared annually by an
independent certified public accountant selected by Licensor and shall be made
available to Licensee upon written request.

          6.   Although the Promotional Fund is intended to be of perpetual
duration, Licensor maintains the right to terminate the Promotional Fund. The
Promotional Fund shall not be terminated, however, until all monies in the
Promotional Fund have been expended for advertising and/or promotional purposes
or returned to contributors on the basis of their respective contributions.

          Licensor also may establish and Licensee shall contribute to one or
more separate advertising funds for the purpose of promoting types or groups of
Primary Services, Core Products, Additional Products or Additional Services,
utilizing all or part of the fees collected pursuant to Section V.C. hereof
Except as specifically provided by Licensor when establishing such fund, or as
may be permitted under this License Agreement, such additional funds shall be
subject to provisions substantially similar to those applicable to the
Promotional Fund described herein.

     D.   PRICE DISCRETION

          Licensee shall have the right to sell its products and offer services
at any price Licensee may determine, and shall in no way be bound by any price
which may be recommended or suggested by Licensor.

IX.     INSURANCE

     A.   REQUIREMENT

          Licensee shall promptly procure, and shall maintain in full force and
effect at all times during the Term of this License Agreement, at Licensee's
expense, an insurance policy or policies protecting Licensee, Licensor, and the
Partnership Partners, and their respective affiliates, agents, officers,
directors, shareholders, and employees, against any demand or claim with respect
to personal injury, death, or property damage, or any loss, liability, or
expense whatsoever arising or occurring upon or in connection with Licensee's
business of providing and goods or services utilizing or in connection with the
Marks. Licensor and the Partnership Partners, and their respective affiliates,
agents, officers, directors, shareholders, and employees, shall be named
additional insureds in each such policy.

     B.   MINIMUM COVERAGE

          The policy or policies shall be written by an insurance company with
an Alfred M. Best rating of A or A+, or such other insurance company as Licensor
may reasonably approve, and shall include, at a minimum, such coverages and
policy limits as may reasonably be specified by

CELLULAR ONE GROUP
LICENSE AGREEMENT                     42                                12/2/99

<PAGE>

Licensor from time to time, which coverages may include, without limitation,
comprehensive general liability insurance, including personal injury, as well as
comprehensive automobile liability coverage for both owned and non- owned
vehicles, and property damage liability coverage, naming Licensor and the
Partnership Partners, and their respective affiliates, agents, officers,
directors, shareholders and employees, as additional insureds in each such
policy or policies. Until such time as Licensor shall in good faith determine
that economic or other circumstances affecting the CELLULARONE license program
require increased insurance coverage, the following minimum insurance
requirements shall be applicable:

          1.   General liability: $1,000,000 per occurrence or $2,000,000 in the
aggregate;

          2.   Personal liability: $1,000,000;

          3.   Property damage: $1,000,000;

          4.   Automobile liability: $1,000,000 per occurrence for owned and
operated vehicles;

          5.   Workers' compensation/Employers' liability: $ 500,000 policy
limit;

          6.   Disease: $500,000; and

          7.   Accident: $500,000

     C.   CERTIFICATES OF INSURANCE

          Within thirty (30) days after this License Agreement is executed, and
thereafter at least thirty (30) days prior to the expiration of any such policy,
Licensee shall deliver to Licensor Certificates of Insurance evidencing the
proper coverage with limits not less than those required hereunder. All
Certificates of Insurance shall expressly provide that not less than thirty (30)
days' prior written notice shall be given Licensor in the event of material
alteration to, or cancellation of, the coverages evidenced by such Certificates
of Insurance.

X.      TRANSFER OF INTEREST

     A.   TRANSFER BY LICENSOR

          Licensor shall have the right to transfer or assign all or any part of
its rights or obligations herein to any person or legal entity. If Licensor's
assignee assumes all of the obligations of Licensor under this License Agreement
and sends written notice of the assignment so attesting, Licensee shall promptly
execute a general release of Licensor and the Partnership Partners, and any
affiliates thereof, from any claims against or liabilities of Licensor, the
Partnership Partners or such affiliates arising under this License Agreement.



CELLULAR ONE GROUP
LICENSE AGREEMENT                     43                                12/2/99



<PAGE>

     B.   TRANSFER AND PLEDGE BY LICENSEE

          If Licensee desires (i) to sell its Primary Services business for one
or more markets in the Licensed Territory and assign its rights under this
License Agreement with respect to such market(s), (ii) to pledge or assign its
rights under this License Agreement to a financial institution or other party
in connection with a financing transaction involving Licensee, or (iii) enter
into a transaction resulting in a Change of Control of Licensee, Licensee shall
notify Licensor in writing and Licensee shall be entitled to transfer, assign,
or pledge its rights under this License Agreement, or effect the Change of
Control, as the case may be, provided:

          1.   Licensee shall not be in default under this License Agreement.

          2.   In the case of a transfer referred to in Section X.B.(i) above,
the transferee shall enter into a written assignment, in a form satisfactory to
Licensor, assuming and agreeing to comply with, at Licensor's option, either
this License Agreement or Licensor's then current form or forms of license
agreement relating to the Marks. In the case of a pledge or collateral
assignment to a financial institution referred to in Section X.B.(ii) above,
such pledge or collateral assignment shall be made subject to all of the terms
and conditions of this License Agreement. In the case of a Change of Control
referred to in Section X.B.(iii) above, Licensee and the new controlling entity
shall enter into a written agreement, in a form satisfactory to Licensor,
agreeing that Licensee shall continue to be entitled to the rights and subject
to the obligations of a licensee hereunder.

          3.   Licensee shall remain liable for all of the obligations to
Licensor under this License Agreement prior to the effective date of transfer
and shall execute any and all instruments reasonably requested by Licensor to
evidence such liability. The transfer or Change of Control shall not affect any
of the terms or provisions of this License Agreement or the status of the
market(s) in the Licensed Territory pursuant hereto (including without
limitation, a market's default or probation status under this License
Agreement), all of which shall be or remain fully applicable to the transferee
or Licensee, as the case may be.

          4.   Where Licensee provides Primary Services in more than one market
and the transfer or Change of Control involves market(s) comprising less than
all of the markets in the Licensed Territory, the transferee or Licensee, as
the case may be, shall, at Licensor's option, shall enter into Licensor's then
current form of license agreement for the market(s) being transferred or to
which the Change of Control relates; in such event, this License Agreement
shall remain in full force and effect with respect to Licensee's remaining
market(s), if any, following the transfer or Change of Control.

          5.   The transferee or new controlling entity, or proposed transferee
or new controlling entity, as the case may be, shall provide Licensor with such
financial data, certificates of insurance, copies of Permits, and other
information as are required to be provided by Licensee hereunder in connection
with entering into this License Agreement, or otherwise, and such materials and
information shall be current and complete as of the effective date of such
transfer or Change of Control.



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LICENSE AGREEMENT                      44                              12/2/99

<PAGE>

          6.   The transferee shall promptly pay Licensor any transfer fees or
charges then being charged generally by Licensor to transferees of licenses to
use the Marks. In the case of a Change of Control, Licensee shall pay Licensor
any similar fees then being charged generally by Licensor for such Changes of
Control with respect to licensees of the Marks.

     Licensee shall be entitled to transfer, assign or pledge its rights under
this License Agreement, or enter into a transaction resulting in a Change of
Control of Licensee, with respect to a portion of a market in the Licensed
Territory, pursuant to the provisions of this Section X.B.

     Licensee shall not be entitled to transfer, assign or pledge any of its
rights or obligations under this License Agreement, except by complying with
the provisions of this Section X.B. relating thereto, nor shall Licensee permit
a Change of Control to occur without complying with the provisions of this
Section X.B.

     C.   RIGHT TO ADD AFFILIATE AS PARTY

          Subject to Section V.G., with the consent of Licensor, Licensee shall
be entitled to assign any or all of its rights under this License Agreement to
use the Marks in connection with the provision of Primary Services, Core
Products, Additional Services or Additional Products in the Licensed Territory,
or any part thereof, to an "Affiliate," which shall mean any business entity
Controlling, under the Control of, or under common Control with Licensee. No
assignment by Licensee of any rights pursuant to this Section X.C. shall
relieve Licensee of any of its obligations hereunder. In addition, Licensor's
consent to such assignment shall cease to be effective upon the occurrence of a
Change of Control with regard to Licensee or its assignee which results in
Licensee or its assignee no longer being Affiliates. Licensor shall be
entitled, from time to time and upon its reasonable request, to receive from
Licensee and any assignee thereof, a certification that assignee continues to
be entitled, under this Section X.C. to utilize the Marks, together with the
facts supporting such entitlement. No assignee of Licensee shall be entitled to
any vote pursuant to Section IV.E. or to any notices from Licensor hereunder.
No conduct on the part of Licensor with regard to any assignee of Licensee
shall be deemed to cause such assignee to become a licensee hereunder or to
have any ownership interest in this License Agreement. Licensee shall give
Licensor prior written notice of any Change of Control, as defined below, of
Licensee or any assignee of Licensee.

     D.   CHANGE OF CONTROL

          For the purposes of this License Agreement, a "Change of Control"
with regard to any entity shall mean the disposition or acquisition, directly
or indirectly, of Control with regard to such entity. "Control" or
"Controlling" with regard to an entity shall mean the record or beneficial
ownership, directly or indirectly, by any person or entity, or group of persons
or entities, of at least a majority of the equity securities of the entity in
question, or the power to designate at least a majority of the members of the
Board of Directors or other governing body thereof or to otherwise determine
the management and policies of the entity in question.


CELLULAR ONE GROUP
LICENSE AGREEMENT                      45                              12/2/99
<PAGE>

XI.  DEFAULT AND TERMINATION

     A.   TERMINATION BY LICENSEE

          Licensee shall have the right to terminate this License Agreement
without cause at any time upon at least one hundred eighty (180) day's advance
written notice to Licensor. Licensee shall remain fully responsible for any
fees and other obligations accruing to Licensor during such notice period. In
addition, as provided in Section XII.A.7. hereof, Licensee shall be obligated
to continue to use and promote the Marks throughout such notice period.

     B.   TERMINATION BY LICENSOR -- WITHOUT NOTICE

          Licensee shall be deemed to be in default under this License
Agreement, and all rights granted herein shall automatically terminate without
notice to Licensee, if Licensee becomes insolvent or makes a general assignment
for the benefit of creditors; or if a petition in bankruptcy is filed by
Licensee or against Licensee and not actively opposed by Licensee; or if
Licensee is adjudicated as bankrupt or insolvent; or if a bill in equity or
other proceeding for the appointment of a receiver of Licensee or other
custodian for Licensee's business or assets is filed and consented to by
Licensee: or if a receiver or other permanent or temporary custodian of
Licensee's assets or property, or any part thereof, is appointed by any court
of competent jurisdiction; or if proceedings for a composition with creditors
under any state or federal law should be instituted by Licensee or against
Licensee and not actively opposed by Licensee; or if a final judgment remains
unsatisfied or of record for thirty (30) days or longer (unless a supersedeas
bond is filed); or if Licensee is dissolved except where the Licensee is a
limited partnership and, promptly following dissolution, such limited
partnership is reconstituted with the same general partners: or if a suit to
foreclose any lien or mortgage against real or personal property used in the
operation of Licensee's Primary Services business is instituted against
Licensee and not dismissed within thirty (30) days or, if actively being
opposed by Licensee, within one hundred eighty (180) days; or if execution is
levied against Licensee's Primary Services business, or any of the property
related thereto; or if any material real or personal property of Licensee used
in its Primary Services business shall be sold after levy thereupon by any
sheriff, marshal, or constable; or if Licensee at any time ceases to operate or
otherwise abandons its Primary Services business or otherwise forfeits the
right to do or transact business in any market(s) in the Licensed Territory; or
if Licensee loses its FCC license or FCC construction permit or any other
material Permit for one or more market(s) in the Licensed Territory or
otherwise forfeits the right to do or transact business in one or more
market(s), in which event Licensee's rights under this License Agreement with
respect to such market(s) shall automatically terminate and this License
Agreement shall continue with respect to the remaining market(s) in the
Licensed Territory for which Licensee continues to hold all necessary FCC
license(s) and Permits.

     C.   TERMINATION BY LICENSOR -- UPON NOTICE

          Upon the occurrence of any of the following events, Licensee shall be
deemed to be in default and Licensor may, at its option, terminate this License
Agreement and all rights granted hereunder without affording Licensee any
opportunity to cure the default, provided, that with


CELLULAR ONE GROUP
LICENSE AGREEMENT                      46                              12/2/99
<PAGE>

respect to any termination pursuant to Section XI.C.1 or XI.C.2. below, such
termination shall be applicable only to the market or markets which do not meet
the required standards set forth therein. Said termination shall be effective
immediately upon receipt of notice by Licensee (and Licensee shall remain fully
responsible for any fees and other obligations accruing to Licensor until such
termination becomes effective):

          1.   If Licensee has been advised of its probation status pursuant to
Section XI.E. and Licensee does not make a good faith effort to formulate and
implement a plan during the term of probation, or, at the end of the term of
probation, Licensee fails to meet the 85% minimum customer satisfaction rating
(or the higher percentage established by Licensor under Section IV.A.) for any
market or markets in the Licensed Territory for Primary Services and Core
Products;

          2.   If with regard to any market constituting a part of the Licensed
Territory, Licensee fails in any customer satisfaction survey conducted
pursuant to Section III.C. to attain an overall customer satisfaction rating of
more than 70%, regardless of the terms of any probation;

          3.   If any principal stockholder or officer of Licensee is convicted
of a felony, fraud, or any other crime or offense that Licensor believes is
reasonably likely to have an adverse effect on the Marks, the goodwill
associated therewith, or Licensor's interest therein;

          4.   If a threat or danger to public health or safety results from
the operation of the Licensee's Primary Services business or any of its
businesses relating to the delivery of any Primary Services, Core Products,
Additional Products or Additional Services;

          5.   If Licensee purports to assign or transfer any rights or
obligations under this License Agreement to any third party (including without
limitation, any reseller) or to effect a Change of Control, contrary to the
terms of Sections VI.B.4 or X.B. of this License Agreement;

          6.   If, contrary to the terms of Section VII. hereof, Licensee
discloses or divulges Confidential Information provided to Licensee by or on
behalf of Licensor;

          7.   If Licensee knowingly submits any false reports of information
to Licensor or any entity conducting a customer satisfaction survey either
during the application process or subsequent to the execution of this License
Agreement; or

          8.   If Licensee directly or indirectly contests in any court or
proceeding the validity or registration of, or Licensor's ownership of, any of
the Marks or other rights licensed hereunder.

     D.   TERMINATION BY LICENSOR -- AFTER NOTICE AND OPPORTUNITY TO CURE

          Except as provided in Sections XI.B. and XI.C. of this License
Agreement, Licensee shall have thirty (30) days after its receipt from Licensor
of a written notice of termination within which to remedy any default hereunder
(or, if the default cannot reasonably be cured within such thirty (30) days, to
initiate within that time substantial and continuing action satisfactory to


CELLULAR ONE GROUP
LICENSE AGREEMENT                      47                              12/2/99
<PAGE>

Licensor to cure the default), and to provide evidence thereof to Licensor. If
any such default is not cured within that time (or, if appropriate, substantial
and continuing action satisfactory to Licensor to cure the default is not
initiated within that time), or such longer period as applicable law may
require, this License Agreement shall terminate without further notice to
Licensee effective immediately upon expiration of the thirty (30) day period or
such longer period as applicable law may require (and Licensee shall remain
fully responsible for any fees and other obligations accruing to Licensor until
such termination occurs). Licensee shall be in default hereunder for any
failure to comply with any of the requirements imposed by this License
Agreement or to carry out the terms of this License Agreement in good faith.
Such defaults shall include, without limitation, the occurrence of any of the
following events:

          1.   If Licensee fails to offer the Primary Services and the Core
Products of nationwide call delivery and nationwide roaming, or any of them,
under the specified Marks on a continuous basis and in a manner reasonably
appropriate to promote and further the goodwill of the Marks, throughout the
Licensed Territory in accordance with this License Agreement;

          2.   If Licensee fails, refuses or neglects promptly to pay when due
any monies, fees or charges due to Licensor or the Fund, or under this License
Agreement, or fails, refuses or neglects promptly to submit information as
required under this License Agreement, or makes any false statements in
connection therewith;

          3.   If Licensee fails to comply, in any material respect, with the
Graphic Standards Manual or the Quality Standards;

          4.   If Licensee directly or indirectly misuses or makes any
unauthorized use of the Marks or otherwise materially impairs the goodwill
associated therewith or Licensor's rights therein;

          5.   If Licensee directly or indirectly engages in any business or
markets any service or product under a name or mark which, in Licensor's
opinion, is confusingly similar to, or may have a tendency to dilute, the Marks
or uses any Mark or name of Licensor not expressly included as one of the Marks
licensed to Licensee by Licensor;

          6.   If Licensee shall breach or fail to timely perform any of its
covenants or obligations under this License Agreement including, without
limitation, the covenants of Licensee relating to the Consumer Service Number
program and the Other 800 Programs;

          7.   If Licensee fails, refuses or neglects promptly to pay when due
any fees or charges or otherwise timely perform its obligations to the Long
Distance Carrier with regard to the Consumer Service Number;

          8.   If Licensee, by act or omission, permits a continued violation
in connection with the operation of its business of any Permit, law, ordinance,
rule or regulation of a governmental agency, in the absence of a good faith
dispute over its application or legality and


CELLULAR ONE GROUP
LICENSE AGREEMENT                      48                              12/2/99
<PAGE>

without promptly resorting to an appropriate administrative or judicial forum
for relief therefrom; or

          9.   If any dealer, agent, retailer or Affiliate of Licensee misuses
the Marks or otherwise fails to comply with this License Agreement, and
Licensee, upon request by Licensor, does not promptly (i) cause such dealer,
agent, retailer or Affiliate to cease the misuse and to otherwise fully comply
with this License Agreement, or (ii) terminate its business relationship with
such dealer, agent, retailer or Affiliate;

          10.  If Licensee, after giving notice to Licensor of its termination
of this License Agreement as provided in Section XI, fails to actively use and
promote the Marks in a manner consistent with the historical practices of
Licensee and in any event as required by the terms hereof, including, without
limitation, to prominently advertise and display the Marks pursuant to Section
IV.F.

          11.  If Licensee fails or refuses to provide Licensor, at the time or
times requested hereunder, any report, data or other information that is
required by Licensee to be provided to Licensor hereunder, including, without
limitation, information and data required by Customer Satisfaction Survey.

     E.   PROBATION

          In the event that a customer satisfaction survey, conducted pursuant
to Section III.C., reveals an overall minimum customer satisfaction rating less
than required pursuant to Section IV.A.2., Licensor shall advise Licensee of an
imposition of probation status for a stated period of time, typically one (1)
year for Primary Services and Core Products. Promptly on receipt of this
written notice, Licensee agrees to formulate and implement a written plan to
improve the quality of Licensee's Primary Services and Core Products, so that a
subsequent customer satisfaction survey will indicate compliance with the
provisions of this License Agreement. Licensor shall be entitled to review
Licensee's plan upon reasonable request therefor. The guidelines contained in
the Quality Standards are designed to assist Licensee in improving its customer
satisfaction rating. If Licensor determines, in its sole discretion, that
Licensee is not making a good faith effort to formulate and implement such a
plan, or after a reasonable probation period the goals of the plan are not
achieved, then Licensor may elect to extend the term of the probation or
terminate this License Agreement effective upon written notice to Licensee
pursuant to Section XI.C. Any extension of the Term of this License Agreement
by Licensor during any probationary period shall not waive Licensor's rights
under this Section XI.E. or under Section XI.C., and such probationary period,
and any agreements relating thereto, shall continue unaffected.

     F.   PARTIAL TERMINATION

          In addition to any other rights Licensor may have under this License
Agreement with respect to the termination of Licensee's right to utilize the
Marks in connection with Additional Services or Additional Products, or to
amend Exhibit D to delete Additional Services or Additional Products therefrom,
Licensor shall have the rights set forth in this Section XI.F. From


CELLULAR ONE GROUP
LICENSE AGREEMENT                      49                              12/2/99
<PAGE>

time to time, Licensor may conduct customer satisfaction surveys specifically
relating to Additional Products or Additional Services. In addition, surveys
conducted by Licensor with regard to the Primary Services may be designed to
determine customer satisfaction levels with regard to Licensee's Additional
Products or Additional Services. In the event that any such customer
satisfaction survey reveals an overall minimum customer satisfaction rating of
less than 85% (or such higher percentage as may be established by Licensor
under Section IV.A.) in any market or markets in the Licensed Territory, but
more than 70%, with regard to such market or markets, Licensor shall be
entitled to impose a probation status with regard to the Additional Product or
Additional Service and the market or markets in question. Licensor shall advise
Licensee of the period of time, typically one (1) year, of such probation.
Promptly upon receipt of this written notice, Licensee agrees to formulate and
implement a written plan to improve the quality of Licensee's Additional
Product or Additional Service in question in the market or markets in question,
so that a subsequent customer satisfaction survey will indicate compliance with
the provisions of this License Agreement. Licensor shall be entitled to review
Licensee's plan upon reasonable request therefor. Additional customer
satisfaction surveys may be commissioned in the market or markets in question
from time to time thereafter as Licensor deems appropriate, and Licensee agrees
to pay the reasonable direct costs of conducting such additional customer
satisfaction surveys. If Licensor determines, in its sole discretion, that
Licensee is not making a good faith effort to formulate and implement such a
plan, or after a reasonable probation period the goals of the plan are not
achieved, then Licensor may elect to extend the term of the probation or
terminate Licensee's right to utilize the Marks in connection with the
Additional Products or Additional Services in question in the market or markets
in question or in the Licensed Territory as a whole. In the event of such a
termination, Exhibit D hereto shall be amended appropriately. In addition, if a
customer satisfaction survey shall reveal a customer satisfaction rating of 70%
or less with regard to any Additional Product or Additional Service in any
market or markets in the Licensed Territory, Licensor, upon thirty (30) days'
prior written notice to Licensee, shall be entitled to terminate Licensee's
right to utilize the Marks in connection with such Additional Services or
Additional Products, or any of them, in the market or markets in question or in
the Licensed Territory as a whole, and Exhibit D hereto shall be amended to
delete such Additional Products or Additional Services therefrom. Any extension
of the Term of this License Agreement by Licensor during any such probationary
period shall not waive Licensor's rights under this Section XI.F., and such
probationary period, and any agreements relating thereto, shall continue
unaffected.

     G.   FORCE MAJEURE

          Neither Licensor nor Licensee shall be liable or deemed to be in
default for a delay in or failure of performance that results from any of the
following causes beyond the reasonable control of such party: strikes, work
stoppages, shortages of equipment, supplies or energy, war, insurrection, or
acts of God or the public enemy. Any delay resulting from any such cause shall
extend performance accordingly or excuse performance, in whole or in part, as
may be reasonable; provided however, that (i) said causes shall not excuse
payment of any amount due or owed at the time of such occurrence or payment of
Annual License Fees, Annual Advertising Fees, Annual Internet Fees or any other
amounts which become due or owing thereafter, (ii) the party asserting any such
cause shall promptly commence and diligently pursue action to remedy its
inability or


CELLULAR ONE GROUP
LICENSE AGREEMENT                      50                              12/2/99
<PAGE>

failure to perform hereunder, and (iii) in no event shall said causes extend or
excuse performance for more than one hundred twenty (120) days from the time of
performance set forth in this License Agreement. The party asserting the
existence of a force majeure condition under this Section XI.G. shall promptly
notify the other party in writing of the occurrence and nature of any such
cause and shall thereafter regularly inform the other party in writing of the
progress of actions to remedy the inability or failure to perform hereunder.

XII. OBLIGATIONS UPON TERMINATION OR EXPIRATION

     Upon termination or expiration of this License Agreement with respect to
one or more of the market(s) in the Licensed Territory (the "Terminated
Market(s)"), all rights granted hereunder to Licensee with respect to each
Terminated Market shall forthwith terminate, and:

     A.   DEIDENTIFICATION

          1.   Licensee shall immediately cease to hold itself out as a present
or former licensee of Licensor with respect to the Terminated Market(s).

          2.   Licensee shall immediately cease to participate in the Consumer
Service Number program, any Other 800 Programs or any similar national call or
customer routing program utilizing the Marks and all Internet programs.

          3.   Licensee shall immediately and permanently cease to use, in any
manner whatsoever, in the Terminated Market(s) any of the Marks and derivatives
thereof, and all other marks and distinctive forms, slogans, signs, icons,
symbols, monograms and devices associated with the Marks. Without limiting the
foregoing, Licensee shall cease to use all signs, advertising materials, Web
Sites or other Internet sites, displays, stationery, forms, invoices, credit
reports and requests and any other articles or clothing which display or
incorporate any of the Marks or any derivatives thereof or forms similar
thereto.

          4.   Licensee shall take such action as may be necessary to cancel in
the Terminated Market(s) any trade name, fictitious name or equivalent
registration and all telephone and other Directory Assistance and Yellow Page
listings which contain or refer to any of the Marks or any other service mark
or trademark of Licensor, and Licensee shall furnish Licensor with proof of
compliance with this obligation within thirty (30) days after termination or
expiration of this License Agreement with respect to the Terminated Market(s).

          5.   Licensee agrees, in the event it continues to operate a business
in the Terminated Market(s), not to use any reproduction, counterfeit, copy, or
colorable imitation of the Marks or derivatives thereof, either in connection
with such other business or the promotion thereof, which is likely to cause
confusion, mistake, or deception, or which is likely to dilute Licensor's
rights in and to the Marks or derivatives thereof. Further, Licensee agrees not
to utilize any designation of origin or description or representation which
falsely suggests or represents an association or connection with Licensor or
any of the Marks or derivatives thereof in the Terminated Market(s).


CELLULAR ONE GROUP
LICENSE AGREEMENT                      51                              12/2/99
<PAGE>

          6.   Licensee shall immediately notify and cause its dealers, agents,
retailers and Affiliates that are using the Marks in the Terminated Market(s)
to immediately cease all use of the Marks and participation in the Consumer
Service Number program, any Other 800 Programs and all Internet programs, and
further cause its dealers, agents, retailers and Affiliates to fully comply
with all the obligations applicable to Licensee under this Section XII. with
respect to the Terminated Market(s).

          7.   Notwithstanding the foregoing, nothing contained in this Section
XII.B. shall relieve Licensee from its obligation to use and promote the Marks
in accordance with the terms and conditions hereof at all times prior to the
effective date of any termination, including the period between the giving of
notice of termination and the effective date of any termination.

     B.   PAYMENT OF MONIES DUE

          1.   Licensee shall promptly pay all sums owing to Licensor, the
Promotional Fund and any other advertising fund established hereunder. In the
event this License Agreement is terminated by Licensee pursuant to the
provisions of Section XI.A. hereof, any Annual License Fee, Annual Advertising
Fee, Annual Internet Fee or other fee which is due or owing prior to the giving
of the one hundred eighty (180) day notice by Licensee in connection with such
termination or which becomes due during such one hundred eighty (180) day
period, shall be payable and shall be paid in full by Licensee without any
refund or pro ration under any circumstances whatsoever. If and when this
License Agreement is terminated as a result of any default of Licensee, such
sums shall include all damages, costs and expenses, including reasonable
attorney's fees, incurred by Licensor as a result of the default.

          2.   Licensee shall pay to Licensor all damages, costs and expenses,
including reasonable attorney's fees, incurred by Licensor subsequent to the
termination or expiration of this License Agreement in obtaining injunctive or
other relief for the enforcement of any provisions of this Section XII.

     C.   AUTOMATIC TRANSFER OF ANCILLARY RIGHTS UPON TERMINATION

          Licensee agrees herein that all of Licensee's rights, title and
interest in and to any trademark, service mark, Domain Name, Web Page, metatag,
Internet usage, copyright, or other similar rights or intellectual property
rights, that use or relate to the Marks or derivations or variations of the
Marks, anything similar to the Marks, or anything similar to any other
trademarks, service marks, copyrights or Domain Names owned by Licensor, shall
upon termination of this License Agreement be automatically assigned, conveyed
and transferred to Licensor, including any goodwill associated therewith, and
regardless of whether or not Licensor has authorized or consented to the use
thereof by Licensee at any time prior to termination. Licensee further agrees
to execute all documents and to take all actions requested by Licensor to
effectuate and/or evidence such assignment, conveyance and transfer.


CELLULAR ONE GROUP
LICENSE AGREEMENT                      52                              12/2/99

<PAGE>

     D.   RETURN OF CERTAIN CONFIDENTIAL DOCUMENTS

          If this License Agreement has expired or been terminated with respect
to all of the market(s) in the Licensed Territory, then Licensor and Licensee
shall immediately deliver to the other party all documents which contain
Confidential Information of the other party as defined in Section VII, hereof,
including without limitation, the Quality Standards and the Graphic Standards
Manual.

XIII.   INDEPENDENT STATUS AND INDEMNIFICATION

     A.   It is understood and agreed by the parties hereto that this License
Agreement does not create a fiduciary relationship between them; that Licensee
shall remain an independent business; and that nothing in this License Agreement
is intended to constitute either parry as an agent, legal representative
subsidiary, joint venturer, partner, employee or servant of the other for any
purpose whatsoever.

     B.   During the term of this License Agreement and any renewal hereof,
Licensee shall hold itself out to the public as an independent business using
the Marks pursuant to a license from Licensor. Licensee agrees to take such
action as may be necessary to so notify the public.

     C.   It is understood and agreed that nothing in this License Agreement
authorizes Licensee to make any contract, agreement, warranty or representation
on Licensor's behalf, or to incur any debt or other obligation in Licensor's
name. Licensor shall in no event assume liability for, or be deemed liable
hereunder as a result of, any such action; nor shall Licensor be liable by
reason of any act or omission of Licensee, its dealers, agents, retailers or
Affiliates in the conduct of their businesses or for any claim or judgment
arising therefrom against Licensee or Licensor. Licensee shall indemnify and
hold Licensor, Licensor's employees, the Partnership Partners and their
affiliates, and their respective officers, directors, employees and
stockholders, harmless from and against any and all claims arising directly or
indirectly from, as a result of, or in connection with, the operation of the
businesses of Licensee, its dealers, agents, retailers and Affiliates, as well
as the costs, including attorney's fees, of defending against them.

     D.   It is understood and agreed that Licensor does not establish or
certify manufacturing, technical or performance standards for telecommunications
equipment or customer premises equipment and Licensee will not represent
otherwise to third parties.

XIV.    APPROVAL AND WAIVERS

     A.   Whenever this License Agreement requires the prior approval or consent
of Licensor, Licensee shall make a timely written request to Licensor therefor,
and such approval or consent shall be obtained in writing. Licensor will process
all such requests for approvals and consents in a reasonable and timely manner.

     B.   Licensor makes no warranties or guarantees upon which Licensee may
rely, and assumes no liability or obligation to Licensee, by providing any
waiver, approval, consent or

CELLULAR ONE GROUP
LICENSE AGREEMENT                     53                                12/2/99

<PAGE>

suggestion to Licensee in connection with this License Agreement, or by reason
of any neglect, delay or denial of any request therefor.

     C.   No failure of Licensor or Licensee to exercise any power reserved to
it in this License Agreement, or to insist upon compliance by the other party
with any obligation or condition in this Agreement, and no custom or practice of
the parties at variance with the terms hereof, shall constitute a waiver of
either party's rights to demand exact compliance with any of the terms of this
License Agreement. Waiver by Licensor or Licensee of any particular default on
the part of the other party shall not affect or impair the non-defaulting
party's right with respect to any subsequent default of the same or of a
different nature; nor shall any delay, forbearance or omission by Licensor or
Licensee to exercise any power or right arising out of any breach or default by
the other party of any of the terms, provisions or covenants of this License
Agreement affect or impair such party's rights, nor shall such constitute a
waiver by Licensor or Licensee, as the case may be, of any rights hereunder or
rights to declare any subsequent breach or default.

     D.   Subsequent acceptance by Licensor of any payments due to it shall not
be deemed to be a waiver by Licensor of any preceding breach by Licensee of any
terms, covenants or conditions of this License Agreement.

XV.     NOTICES

     Any and all notices required or permitted under this License Agreement
shall be in writing and shall be personally delivered, delivered by reputable
overnight courier, proof of delivery requested, or by certified mail, postage
prep aid and return receipt requested, to the respective parties at the
following addresses unless and until a different address has been designated by
written notice to the other party:

     Notices to Licensor:     CELLULAR ONE GROUP
                              5001 LBJ Freeway, Suite 700
                              Dallas, Texas 75244
                              Attn: President


     Copy (which shall not
     constitute notice) to:   Arter & Hadden LLP
                              1717 Main Sweet, Suite 4100
                              Dallas, Texas 75201
                              Attn: Cellular One Group


     Notices to Licensee:     At the address shown on the signature page hereof.

     Any notice by overnight courier or certified mail shall be deemed to have
been given at the date and time such notice is accepted by the overnight courier
or deposited with the U.S. Postal Service, respectively. No failure to address
any notice hereunder to a particular individual shall render such notice
invalid.

CELLULAR ONE GROUP
LICENSE AGREEMENT                     54                                12/2/99

<PAGE>

XVI.    ENTIRE AGREEMENT

     This License Agreement, the documents referred to herein, and the
attachments hereto, if any, constitute the entire, full and complete License
Agreement between Licensor and Licensee concerning the subject matter hereof,
and supersede all prior agreements. Without limiting the foregoing, this License
Agreement shall be deemed to amend and restate in its entirety and to supersede,
for all purposes, any prior license agreement between the parties hereto which
contemplates or has as its primary purpose the grant of a license to use any of
the Marks. Except for those permitted to be made unilaterally by Licensor
hereunder, no amendment, change or variance from this License Agreement shall be
binding on either party unless mutually agreed to by the parties and executed by
their authorized officers or agents in writing.

XVII.   SEVERABILITY AND CONSTRUCTION

     A.   Except as expressly provided to the contrary herein, each portion,
section, part, term and/or provision of this License Agreement shall be
considered severable; and if, for any reason, a portion, section, part, term
and/or provision herein is determined to be invalid and contrary to, or in
conflict with, any existing or future law or regulation by a court or agency
having valid jurisdiction, such shall not impair the operation of, or have any
other effect upon, such other portions, sections, parts, terms and/or provisions
of this License Agreement as may remain otherwise intelligible; and the latter
shall continue to be given full force and effect and bind the parties hereof;
and said invalid portions, sections, parts, terms and/or provisions shall be
deemed not to be a part of this License Agreement.

     B.   Nothing in this License Agreement is intended, nor shall be deemed, to
confer any rights or remedies upon any person or legal entity other than
Licensor or Licensee, and their respective successors and assigns as permitted
by this License Agreement.

     C.   In the event a court in a final decision rules that any provision of
this License Agreement or portion thereof is unenforceable, Licensee agrees to
be bound by the maximum duty ruled enforceable by the court.

     D.   All captions in this License Agreement are intended solely for the
convenience of the parties, and none shall be deemed to affect the meaning or
construction of any provision hereof

     E.   All references herein to the masculine, neuter or singular shall be
construed to include the masculine, feminine, neuter or plural, where
applicable.

     F.   This License Agreement may be executed in several counterparts, and
each copy so executed shall be deemed an original.





CELLULAR ONE GROUP
LICENSE AGREEMENT                      55                                12/2/99

<PAGE>

XVIII.  APPLICABLE LAW

     A.   THIS LICENSE AGREEMENT TAKES EFFECT UPON ITS ACCEPTANCE AND EXECUTION
BY LICENSOR IN THE STATE OF TEXAS AND SHALL BE GOVERNED BY, AND INTERPRETED AND
CONSTRUED UNDER, THE LAWS THEREOF, WHICH LAWS SHALL PREVAIL IN THE EVENT OF ANY
CONFLICT OF LAW; PROVIDED, HOWEVER, THAT IF ANY OF THE PROVISIONS OF THIS
LICENSE AGREEMENT WOULD NOT BE ENFORCEABLE UNDER THE LAWS OF THE STATE OF TEXAS,
THEN SUCH PROVISIONS SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED UNDER,
THE LAWS OF THE STATE IN WHICH THE LICENSED TERRITORY IS LOCATED (IF THE
LICENSED TERRITORY CONTAINS PORTIONS OF MORE THAN ONE STATE OR THE DISTRICT OF
COLUMBIA, THEN THE APPLICABLE LAW SHALL BE THAT OF THE STATE IN WHICH THE
LARGEST PORTION OF THE LICENSED TERRITORY IS LOCATED).

     B.   No right or remedy conferred upon or reserved to Licensor or Licensee
by this License Agreement is intended to be, nor shall be deemed, exclusive of
any other right or remedy herein or by law or equity provided or permitted, but
each shall be cumulative of every other right or remedy.

     C.   Nothing herein contained shall bar Licensor's right to apply for
injunctive relief against threatened conduct that will cause it loss or damages,
under applicable equity rules, including the applicable rules for obtaining
restraining orders and preliminary injunctions.

XIX.    ACKNOWLEDGMENTS

     A.   Licensee acknowledges that it is currently engaged in the
telecommunications business and that such business involves substantial
investment and risks and that its success is largely dependent upon the ability
of Licensee's management and technical personnel. Licensor expressly disclaims
the making of, and Licensee acknowledges that it has not received, any warranty
or guarantee, express or implied, as to the potential volume, profits, or
success resulting from the utilization of the Marks by Licensee in its
telecommunications business.

     B.   Licensee acknowledges that it received a copy of the complete License
Agreement and the Exhibits thereto at least five (5) business days prior to the
date on which this License Agreement is signed by Licensee. Licensee farther
acknowledges that it received the disclosure document required by the Trade
Regulation Rule of the Federal Trade Commission entitled "Disclosure
Requirements and Prohibitions Concerning Franchising and Business Opportunity
Ventures" at least ten (10) business days prior to the date on which this
License Agreement is signed by Licensee.




CELLULAR ONE GROUP
LICENSE AGREEMENT                     56                                12/2/99

<PAGE>

     C.   Licensee acknowledges that it has read and understood this License
Agreement and the attachments hereto, and that Licensor has accorded Licensee
ample time and opportunity to consult with advisors of Licensee's own choosing
about the potential benefits and risks of entering into this License Agreement
on the effective date set forth below.


                             [SIGNATURES TO FOLLOW]






















CELLULAR ONE GROUP
LICENSE AGREEMENT                      57                               12/2/99

<PAGE>

     IN WITNESS THEREOF, the parties hereto have duly executed this License
Agreement to be effective on the date shown below.




                                        CELLULAR ONE GROUP




                                        By:     /s/ Richard J. Lyons
                                               -----------------------------
                                        Name:  Richard J. Lyons
                                        Title: President


                                        Effective Date: April 28, 2000
                                                        --------------------





                                        Primary Contact in Ordinary Course of
                                        Business:

                                        Richard J. Lyons, President
                                        Cellular One Group
                                        5001 LBJ Freeway, Suite 700
                                        Dallas, Texas 75244-6131








                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





CELLULAR ONE GROUP
LICENSE AGREEMENT                     58                                12/2/99

<PAGE>

                                       LICENSEE: American Cellular Wireless LLC
                                       Managed by: Dobson Cellular Systems, Inc.

                                       By:     /s/ Ronald Ripley
                                             -----------------------------------
                                       Title: Vice President of Dobson Cellular
                                                Systems, Inc.
                                             -----------------------------------
                                       Date of Signature: April 25, 2000
                                                          ----------------------



                                       PRIMARY CONTACT IN ORDINARY COURSE OF
                                       BUSINESS:


                                       G. Edward Evans
                                       President
                                       Dobson Cellular Systems, Inc.
                                       13439 N. Broadway Extension
                                       Oklahoma City, OK 73114
                                       Phone: 405/529-8237 Fax: 405/529-8465
                                       Email: eevans@dobson.net


                                       ADDRESS FOR NOTICE AND VOTING PURPOSES:


                                       G. Edward Evans
                                       President
                                       Dobson Cellular Systems, Inc.
                                       13439 N. Broadway Extension
                                       Oklahoma City, OK 73114
                                       Phone: 405/529-8237 Fax: 405/529-8465
                                       Email: eevans@dobson.net


                                       CONTACT FOR BILLING PURPOSES:


                                       G. Edward Evans
                                       President
                                       Dobson Cellular Systems, Inc.
                                       13439 N. Broadway Extension
                                       Oklahoma City, OK 73114
                                       Phone: 405/529-8237 Fax: 405/529-8465
                                       Email: eevans@dobson.net




CELLULAR ONE GROUP
LICENSE AGREEMENT                     59                                12/2/99



<PAGE>

                                    EXHIBIT A

                                LICENSE AGREEMENT

     The following sets forth the registered form of the Marks currently
designated by Licensor for use under the License Agreement. The various styles,
forms or versions which are permitted or required by the License Agreement for
use by Licensee will be specified in the Graphic Standards Manual referred to in
Section III.A. of the License Agreement or in other written or electronic
guidelines determined appropriate by Licensor:

<TABLE>
<CAPTION>

                                                    REGISTRATION OR
         MARKS                                     APPLICATION NUMBER
         -----                                     ------------------
<S>                                                <C>
CELLULARONE (service mark)                              1,839,076
1-800-CELL ONE(1)                                       2,102,886
CELLULARONE NETWORK(2)                                  2,072,099
LONG DISTANCE By CELLULARONE(2)                        75/017,997
PCS By CELLULARONE(2)                                  75/010,430
PAGING By CELLULARONE(2)                               75/010,429
TELCOM By CELLULARONE(2)                               75/010,427
DISPATCH By CELLULARONE(2)                             75/010,428
DATA By CELLULARONE(2)                                 75/079,447
VIDEO By CELLULARONE(2)                                75/079,445
INTERNET By CELLULARONE(2)                             75/088,362
LOCAL CALLING By CELLULARONE(2)                        75/206,824
DIGITAL PCS By CELLULARONE(2)                          75/446,278
CELLULARONE (trademark)(2)                              1,947,105

</TABLE>

(1)  Licensor may delete this Mark and/or Licensee's rights with respect to this
     Mark may terminate under certain circumstances, as further described in
     Section IV.J. of this License Agreement.
(2)  Licensor may delete or modify any of these Marks or vary the Additional
     Services or Additional Products in connection with which these Marks may be
     used by Licensee, in accordance with the provisions of this License
     Agreement or in furtherance of Licensor's rights hereunder.


<TABLE>

                                 OPTIONAL MARKS*
                                 ---------------
<S>                                                         <C>
CLEAR ACROSS AMERICA(R)                                      1,907,932
   CELLULARONE RESPONDS (and design)                        75/252,126

</TABLE>

----------------
*    Licensee may utilize the optional Marks in accordance with the terms and
     provisions of this License Agreement and the Graphic Standards Manual, but
     Licensor shall have the right in its sole discretion to terminate
     Licensee's use of any of the optional Marks upon thirty (30) days written
     notice to Licensee.



CELLULAR ONE GROUP
LICENSE AGREEMENT                   Exhibit A                           12/2/99

<PAGE>

                                    EXHIBIT B

                                LICENSE AGREEMENT

                               LICENSED TERRITORY



<TABLE>
<CAPTION>

                                         FCC                               RECENT
  MARKET NAME          BTA            MARKET NO.         COUNTIES        POPULATION
---------------     -----------    ---------------     ------------    --------------
<S>                 <C>            <C>                 <C>             <C>
Oklahoma 04-        031E           599A1               Washington      47,528
Nowata
                    088E                               Nowata          9,997
                    220F                               Ottawa          31,030
                    311E                               Adair           20,509
                                                       Cherokee        39,644
                    448E                               Craig           14,513
                                                       Delaware        34,712


                                                                     Total Population      197,933
                                                                                         --------------

</TABLE>




















CELLULAR ONE GROUP
LICENSE AGREEMENT                   Exhibit B                           12/2/99

<PAGE>

                                    EXHIBIT C

                                LICENSE AGREEMENT

                                PRIMARY SERVICES


<TABLE>
<CAPTION>

Associated
Mark (if any)       Primary Services                   Description
-------------       ----------------                   -----------
<S>                 <C>                                <C>
CELLULARONE         Cellular Telephone Services        "PCS" Cellular Telephone Services

</TABLE>



















CELLULAR ONE GROUP
LICENSE AGREEMENT                   Exhibit C                           12/2/99


<PAGE>

                                    EXHIBIT D

                                LICENSE AGREEMENT

                               ADDITIONAL SERVICES

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Core Product       Mark                Product or Service                          Description
------------       ----            ------------------------                        -----------
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                           <C>
     X         CELLULARONE         Nationwide Call Delivery      o    The ability of customers to be reached on their wireless
                                                                      phone anywhere in the United States and its territories
                                                                      (including Alaska, Hawaii, Puerto Rico and U.S Virgin
                                                                      Islands) by having the caller dial their wireless phone
                                                                      number.
-----------------------------------------------------------------------------------------------------------------------------------
     X         CELLULARONE         Nationwide Roaming            o    The ability of customers to make calls in other than "home
                                                                      markets" anywhere in the United States and its territories
                                                                      (including Alaska, Hawaii, Puerto Rico and U.S. Virgin
                                                                      Islands) by dialing the appropriate phone number.
-----------------------------------------------------------------------------------------------------------------------------------
               CELLULARONE         Nationwide Cellular Call      o    NCCDN shall be a backbone network which consists of
               network             Delivery Network ("NCCDN")         hardware/software, transmission links and routing switches
                                   permitting participating           or protocols, and possessing the physical and intangible
                                   cellular customers to              properties and functionality necessary to permit Licensee to
                                   automatically receive calls        offer Cellular Telephone Services customers the (i) service
                                   dialed to such customer's          codes, (ii) dialing patterns, (iii) feature codes, and (iv)
                                   home cellular telephone            recorded messages (the foregoing clauses (i) through (iv)
                                   number when roaming                being hereafter collectively referred to as "Dialing
                                                                      Standards") described in the Quality Standards, within the
                                                                      United States and its territories (including Alaska, Hawaii,
                                                                      Puerto Rico and U.S. Virgin Islands).
-----------------------------------------------------------------------------------------------------------------------------------
               CELLULARONE         Primary Services provided     o    The CELLULARONE Mark may be used for one or more Additional
                                   in combination with one or         Services if they are provided in conjunction with the
                                   more of the Additional             Primary Services; otherwise, the other Marks in this Exhibit
                                   Services                           are to be used for the specified Additional Services in
                                                                      accordance with Licensor's graphic standards. If the Primary
                                                                      Services are provided in conjunction with one or more
                                                                      Additional Services under the CELLULARONE Mark, Licensee
                                                                      must, in accordance with Licensor's graphic standards (i)
                                                                      use the Marks in this Exhibit for the Additional Services in
                                                                      question or (ii) use Licensor's designated form of the
                                                                      descriptive term for the Primary Services and Additional
                                                                      Services in question (e.g., Cellular, Long Distance, PCS,
                                                                      Digital PCS, Paging, Telcom, Dispatch, Data, Video, Internet
                                                                      or Local Calling) rather than the full Marks shown in this
                                                                      Exhibit (e.g., LONG DISTANCE by CELLULARONE, PAGING by
                                                                      CELLULARONE, etc.).
</TABLE>


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit D - Page 1               12/2/99

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Core Product   Mark                Product or Service                              Description
------------   ----                ------------------                              -----------
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                           <C>
               LONG DISTANCE By    Long Distance Service         o    An inter-LATA or inter-LATA toll telecommunications service
               CELLULARONE                                            that is primarily viewed as part of a public switched
                                                                      telephone network providing users in fixed (such as
                                                                      residences and businesses) or mobile locations with two-way
                                                                      voice, data, text, and image communications. Minimum
                                                                      requirements for Long Distance Service include:

                                                                      o    provisioning of telecommunications service

                                                                      o    offering two-way voice, data and text communications

                                                                      o    being used as part of a public switched telephone
                                                                           network

                                                                      o    providing intra-LATA, inter-LATA and international
                                                                           service

                                                                      o    providing users with the ability to terminate calls
                                                                           nationally and internationally

                                                                      o    allowing customers utilizing any or all of the full
                                                                           spectrum of telecommunications services such as
                                                                           Cellular, PCS, Digital PCS, Paging, Dispatch, Alternate
                                                                           Wireless Services and Telcom, to subscribe to this
                                                                           service.
-----------------------------------------------------------------------------------------------------------------------------------
               PCS By              Personal communication        o    A wireless telecommunications service that is interconnected
               CELLULARONE         services                           to a public switched telephone network providing users with
                                                                      at least intra-LATA and inter-LATA two-way voice and data
                                                                      communications. Service is provided through a mobile phone
                                                                      (car, transportable, or portable) or through wireless modems
                                                                      incorporated into devices such as lap top computers and
                                                                      electronic notebooks. Minimum requirements of PCS are:

                                                                      o    provisioning of wireless telecommunications service

                                                                      o    offering two-way voice and data communications

                                                                      o    interconnecting to a public telephone network

                                                                      o    providing intra-LATA and inter-LATA service

                                                                      o    supplying service through:

                                                                           -    mobile phones that are mobile (car), transportable
                                                                                or portable, or

                                                                           -    wireless modems incorporated into devices such as
                                                                                lap top computers and electronic notebooks.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit D - Page 2               12/2/99

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Core Product   Mark                Product or Service                              Description
------------   ----                ------------------                              -----------
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                           <C>
               DIGITAL PCS By      Digital personal              o    A digital wireless telecommunications service that is
               CELLULARONE         communication services             interconnected to a public switched telephone network
                                                                      providing users with at least intra-LATA and inter-LATA two-
                                                                      way voice and data communications. Service is provided
                                                                      through a mobile phone (car, transportable, or portable) or
                                                                      through wireless modems incorporated into devices such as
                                                                      lap top computers and electronic notebooks. Minimum
                                                                      requirements of Digital PCS are:

                                                                      o    provisioning of digital wireless telecommunications
                                                                           service

                                                                      o    offering two-way voice and data communications

                                                                      o    interconnecting to a public telephone network

                                                                      o    providing intra-LATA and inter-LATA service

                                                                      o    supplying service through:

                                                                           -    mobile phones that are mobile (car), transportable
                                                                                or portable, or

                                                                           -    wireless modems incorporated into devices such as
                                                                                lap top computers and electronic notebooks.
-----------------------------------------------------------------------------------------------------------------------------------
               PAGING By           Paging                        o    A wireless telecommunications messaging service providing
               CELLULARONE                                            users with at least one-way voice and/or data communications
                                                                      such as voice or data messaging or data transfer to a pager
                                                                      or a device such as a lap top computer, or mobile phone with
                                                                      a built in pager. Minimum requirements of Paging are:

                                                                      o    provisioning of a wireless telecommunications service

                                                                      o    offering at least one way voice and/or data
                                                                           communications

                                                                      o    providing service through analog or digital technology
                                                                           for paging devices that either are stand-alone or part
                                                                           of a device such as a lap top computer or a mobile phone.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit D - Page 3               12/2/99

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Core Product   Mark                Product or Service                              Description
------------   ----                ------------------                              -----------
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                           <C>
               TELCOM By           A combination of              o    Telecommunications products and services that are part of or
               CELLULARONE         telecommunications products        interconnected primarily to a public switched telephone
                                   or services, including             network providing users in fixed locations such as a
                                   products such as handsets,         residence and businesses with local, intra-LATA and
                                   modems and PBX-like devices        inter-LATA two-way voice, data, text, and image
                                   and services such as               communications. Minimum requirements for Telcom include:
                                   Cellular Telephone Services,
                                   Alternate Wireless Services,       o    providing service to users in fixed locations such as
                                   private network services,               residencebusinesses
                                   or local calling (exchange)
                                   services                           o    offering and text communications

                                                                      o    interconnecting to a public switched telephone network

                                                                      o    providingor inter LATA service.
----------------------------------------------------------------------------------------------------------------------------------
               DISPATCH By         Dispatch Services             o    A wirelesmessaging service providing users with "push to
               CELLULARONE                                            talk" two-way voice dispatch and data broadcast that is
                                                                      generally used in the public safety, construction, and
                                                                      transportation industries, and that can be interconnected to
                                                                      a public telephone network. Minimum requirements for
                                                                      Dispatch include:

                                                                      o    provisioning of wireless analog telecommunications
                                                                           service

                                                                      o    offering two-way voice and data communications

                                                                      o    providing "push to talk" technology for organizations
                                                                           and multiple vehicles or locations

                                                                      o    interconnecting with a public telephone network.

               DATA by             Data Transmission             o    Transmission of information in a numerical form that is in
               CELLULARONE                                            either a digital or analog format which can be transmitted
                                                                      via local, intra-LATA and inter-LATA facilities through a
                                                                      wireless telecommunications network that is interconnected
                                                                      to a public switched telephone network and subsequently
                                                                      processed.

               VIDEO By            Video Delivery Services       o    Providing full motion images and conversational audio
               CELLULARONE                                            transmission which can be sent or received in
                                                                      synchronization via wired and wireless facilities.


               INTERNET By         Internet Services             o    A wired or wireless telecommunications access to a database
               CELLULARONE                                            of articles, information and entertainment through the
                                                                      Internet/World Wide Web.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit D - Page 4               12/2/99

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Core Product   Mark                Product or Service                              Description
------------   ----                ------------------                              -----------
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                           <C>
               LOCAL CALLING by    Local Calling (exchange)      o    An intra-LATA telecommunications service that is primarily
               CELLULARONE         Services                           viewed as part of a public switched telephone network
                                                                      providing users in fixed (such as residences and businesses)
                                                                      locations with two-way voice, data, text, and image
                                                                      communications. Minimum requirements for local calling
                                                                      services include:

                                                                      o    provisioning of telecommunications service

                                                                      o    offering two-way voice, data and text communications

                                                                      o    being used as part of a public switched telephone
                                                                           network

                                                                      o    providing intra-LATA service

                                                                      o    providing users with the ability to terminate calls
                                                                           nationally and internationally

                                                                      o    allowing customers utilizing any or all of the full
                                                                           spectrum of telecommunications services, such as
                                                                           Cellular, PCS, Digital PCS, Paging, Dispatch, Alternate
                                                                           Wireless Services and Telcom, to subscribe to this
                                                                           service.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                              ADDITIONAL PRODUCTS


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Core Product   Mark                Product or Service                              Description
------------   ----                ------------------                              -----------
-----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                           <C>
               CELLULARONE         Wireless Communications       o    Cellular telephones, handsets, transceivers, pagers (remote
                                   Equipment                          data receptors), personal digital assistants (wireless data
                                                                      devices which can receive and send data messages), modems
                                                                      and facsimile machines, and parts and accessories therefor.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit D - Page 5               12/2/99

<PAGE>

                                    EXHIBIT E

                                LICENSE AGREEMENT

                                QUALITY STANDARDS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
QUALITY STANDARDS                                                    MEASUREMENT
-----------------                                                    -----------
----------------------------------------------------------------------------------------------------------------
<S>                                          <C>
Overall Minimum Customer Satisfaction        85% of surveyed respondents answered Licensor's commissioned
Rating                                       satisfaction survey as "very satisfied" or "somewhat satisfied"
                                             with their CELLULARONE service overall

Reliability of placing and completing        Majority of surveyed respondents answered Licensor's commissioned
a call                                       satisfaction survey "As Expected" or "Better than Expected" for
                                             the reliability of placing and receiving a call in home calling
                                             area ("Home Market")

Voice quality                                Majority of surveyed respondents answered Licensor's commissioned
                                             satisfaction survey "As Expected" or "Better than Expected" for
                                             the quality of voice or sound during CELLULARONE calls in Home Market

System Busy Signals                          Majority of surveyed respondents answered Licensor's commissioned
                                             satisfaction survey "As Expected" or "Better than Expected" for
                                             the ability to place or receive calls without a system busy
                                             signal in Home Market

Dropped Calls                                Majority of surveyed respondents answered Licensor's commissioned
                                             satisfaction survey "As Expected" or "Better than Expected" for
                                             the ability to continue phone calls without being dropped because
                                             of weak signal

Quickness of answering customer call         Majority of surveyed respondents answered Licensor's commissioned
                                             satisfaction survey "As Expected" or "Better than Expected" for
                                             the quickness of answering the phone

Ability to adequately answer customer's      Majority of surveyed respondents answered Licensor's commissioned
reason for calling                           satisfaction survey As Expected" or "Better than Expected" for
                                             ability to adequately answer reason for calling

Accuracy of Bill                             Majority of surveyed respondents answered Licensor's commissioned
                                             satisfaction survey "As Expected" or "Better than Expected" for
                                             the accuracy of the bill

Clarity or Understandability of Bill         Majority of surveyed respondents answered Licensor's commissioned
                                             satisfaction survey "As Expected" or "Better than Expected" for
                                             the clarity or understandability of the bill

Data Quality                                 Accurately transmit or receive data at a rate at least 9,600 bps
----------------------------------------------------------------------------------------------------------------
</TABLE>


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit E - Page 2               12/2/99

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
QUALITY STANDARDS                                                    MEASUREMENT
-----------------                                                    -----------
---------------------------------------------------------------------------------------------------------------------
<S>                                          <C>
Seamless Network                             Customers must be able to travel with their wireless phones
                                             inside and outside their Home Market and make and receive calls
                                             without interruption when they travel in and beyond their Home Market

Automatic Roaming                            Customers must have the ability to make calls in markets outside
                                             of their Home Market in the same manner as is done in their Home
                                             Market, without any special dialing sequences or instructions

24 Hour Customer Service                     Customer service must be able to be accessed inside or outside of
                                             their Home Market 24 hours a day, 7 days a week

*611 Dialing From a Wireless Phone           Customers with problems must be able to access customer service
                                             from their wireless phone within and outside their Home Market by
                                             dialing *611

1-800-CELL ONE                               A 24 hour service which can be accessed by prospects and
                                             customers for assistance with telecommunications products and
                                             services by any type of telephone technology from local and
                                             remote sites.

Customer Education                           The most frequently mentioned reason for calling customer service
                                             in the Licensor's commissioned survey should be equipment usage
                                             and coverage questions

Dialing Plans                                Dialing plans, service codes and Directory Assistance numbers are
                                             consistent with industry standards

Error Messages                               Recorded messages meet industry standards and are user friendly

Terminal Equipment                           Phones, computers, fax machines and other terminal equipment must
                                             be tested against manufacturer specifications and rechecked after
                                             a specified time has elapsed
---------------------------------------------------------------------------------------------------------------------

</TABLE>


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit E - Page 2               12/2/99

<PAGE>


                           QUALITY STANDARDS RELATING
                  TO DIALING STANDARDS FOR CELLULARONE NETWORK

SERVICE CODES  The following chart represents the standard dialing plan of
               service codes for CELLULARONE customers:

<TABLE>
<CAPTION>

      ===================================================================
      DIALED CODE         FEATURE                            ALSO ALLOWED
      ===================================================================
      <S>                 <C>                                <C>
      411                 Directory Assistance
      611                 Customer Assistance                *611
      911                 Emergency Service                  *911
      ===================================================================
</TABLE>

DIALING PATTERNS

     o    Dialing procedures for cellular customers in their "home" serving
          area.

          o    Non-toll calls within the same NPA (Intra-LATA)

<TABLE>
<CAPTION>
      ===================================================================
      PREFERRED      ALSO ALLOWED             NOT ALLOWED
      ===================================================================
      <S>            <C>                      <C>
      NXX-XXX        1+NXX-XXX                10XXX+Any Digits
                     NPA-NXX-XXX
                     1+NPA-NXX-XXXX
                     0+NXX-XXX
                     0+NPA-NXX-XXXX
      ===================================================================
</TABLE>

          o    Non-toll calls to a different NPA (Intra-LATA or Inter-LATA):

<TABLE>
<CAPTION>
      ===================================================================
      PREFERRED      ALSO ALLOWED             NOT ALLOWED
      ===================================================================
      <S>            <C>                      <C>
      NPA-NXX-XXXX    1+NPA-NXX-XXXX         NXX-XXXX
                      0+NPA-NXX-XXXX         1+NXX-XXXX
                     10+XXX+NPA-NXX-XXXX     0+NXX-XXXX
                                             10XXX+Any Digits
      -------------------------------------------------------------------
      RECORDED MESSAGE XX32
      ===================================================================
</TABLE>

CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 3                  12/2/99
<PAGE>

     o    DIALING PROCEDURES FOR CELLULAR CUSTOMERS IN THEIR "HOME" SERVING
          AREA.

          o    Toll calls within the same NPA (Intra-LATA or Inter-LATA):

<TABLE>
<CAPTION>
     ====================================================================
     NOT ALLOWED         PREFERRED                     ALSO ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
      1+NXX-XXXX         1+NPA-NXX-XXXX              NXX-XXXX
      0+NXX-XXXX         0+NPA-NXX-XXXX              NPA-NXX-XXXX
                        10+XXX+NPA-NXX-XXXX          10XXX+Any Digits
     ====================================================================
</TABLE>

          o    Toll calls to a different NPA (Inter-LATA):

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
      1+NPA-NXX-XXXX                                  NXX-XXXX
      0+NPA-NXX-XXXX                                  NPA-NXX-XXXX
                                                      1+NXX-XXXX
                                                      0+NXX-XXXX
                                                      10XXX+Any Digits
     --------------------------------------------------------------------
     Recorded Message XX32
     ====================================================================
</TABLE>

     o    CALLS TO SPECIAL NUMBERS ARE LISTED ON THE FOLLOWING CHARTS:

          o    Calls to Service Access Codes (SAC):

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
      1+SAC-NXX-XXXX    SAC+NXX-XXXX                0+SAC+NXX-XXXX
      0+SAC-NXX-XXXX                                SAC+NXX-XXXX
                                                    10XXX+Any Digits
     ====================================================================
</TABLE>

          o    Calls to 900 numbers:

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
      1+900+NXX-XXXX                                  900+NXX-XXXX
      0+900+NXX-XXXX                                  10XXX+Any Digits
     ====================================================================
</TABLE>

CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 4                  12/2/99
<PAGE>

     o    CALLS TO SPECIAL NUMBERS ARE LISTED ON THE FOLLOWING CHARTS:

          o    International Calls:

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
     011 + CC + Number                                 10XXX + Any Digits
     01 + CC + Number
     ====================================================================
</TABLE>

                                             CC:  REPRESENTS THE COUNTRY CODES

          o    Calls to 976 numbers:

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
      1+976-XXXX        976-XXXX                      10XXX+Any Digits
      0+976-XXXX        1+NPA-976-XXXX
                        0+NPA-976-XXXX
     ====================================================================
</TABLE>

     o    CALLS TO SPECIAL NUMBERS ARE LISTED ON THE FOLLOWING CHARTS:

          o    Calls to 950 numbers:

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
     950-XXXX            1+950-XXXX                    0+950-XXXX
                         NPA-950-XXXX                  0+NPA-950-XXXX
     ====================================================================
</TABLE>

     o    DIALING PROCEDURES FOR CELLULAR CUSTOMERS WHILE IN A "VISITED" SERVING
          AREA.

          o    Non-Toll calls within the same NPA (Intra-LATA):

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
     NPA-NXX-XXXX        1+NPA-NXX-XXXX              NXX-XXXX
                         0+NPA-NXX-XXXX              1+NXX-XXXX
                                                     0+NXX-XXXX
                                                     10XXX+Any Digits
     ====================================================================
</TABLE>

CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 5                  12/2/99

<PAGE>

          o    Non-Toll calls to a different NPA (Intra-LATA or Inter- LATA):

<TABLE>
<CAPTION>
     ====================================================================
     Preferred           Also Allowed                  Not Allowed
     ====================================================================
     <S>                 <C>                           <C>
     NPA-NXX-XXXX        1 + NPA-NXX-XXXX              NXX-XXXX
                         0 + NPA-NXX-XXXX              1 + NXX-XXXX
                                                       0 + NXX-XXXX
                                                       10XXX + Any Digits
     ====================================================================
</TABLE>

     o    DIALING PROCEDURES FOR CELLULAR CUSTOMERS WHILE IN A "VISITED" SERVING
          AREA.

          o    Toll calls within the same NPA (Intra-LATA or Inter-LATA):

<TABLE>
<CAPTION>
     ====================================================================
     Preferred           Also Allowed                  Not Allowed
     ====================================================================
     <S>                 <C>                           <C>
     1 + NPA-NXX-XXXX                                  NXX-XXXX
     0 + NPA-NXX-XXXX                                  1 + NXX-XXXX
                                                       0 + NXX-XXXX
                                                       NPA-NXX-XXXX
                                                       10XXX + Any Digits
     --------------------------------------------------------------------
     Recorded Message XX41 or XX44
     ====================================================================
</TABLE>

     o    DIALING PROCEDURES FOR CELLULAR CUSTOMERS WHILE IN A "VISITED" SERVING
          AREA.

          o    Toll calls to a different NPA (Inter-LATA):

<TABLE>
<CAPTION>
     ====================================================================
     PREFERRED           ALSO ALLOWED                  NOT ALLOWED
     ====================================================================
     <S>                 <C>                           <C>
     1 + NPA-NXX-XXXX                                  NXX-XXXX
     0 + NPA-NXX-XXXX                                  NPA-NXX-XXXX
                                                       1 + NXX-XXXX
                                                       0 + NXX-XXXX
                                                       10XXX + Any Digits
     ====================================================================
</TABLE>


CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 6                      12/2/99

<PAGE>

FEATURE CODES

     o    The following charts represent the standard dialing plan of feature
          codes for CELLULARONE customers.

<TABLE>
<CAPTION>
     ====================================================================
     DIALED CODE                           FEATURE
     ====================================================================
     <S>                  <C>
     *0XX                 Reserved for Future Industry Standards
     *0                   Reserved for Future Industry Standards
     *00                  Reserved for Future Industry Standards
     *01                  Reserved for Future Industry Standards
     *02                  Reserved for Future Industry Standards
     *03                  Reserved for Future Industry Standards
     *04                  Reserved for Future Industry Standards
     *05                  Reserved for Future Industry Standards
     *06                  Reserved for Future Industry Standards
     *07                  Reserved for Future Industry Standards
     *08                  Reserved for Future Industry Standards
     *09                  Reserved for Future Industry Standards
     ====================================================================
</TABLE>

     XX REPRESENTS THE SWITCH IDENTIFIER CODE.

     (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

<TABLE>
<CAPTION>
     ====================================================================
     DIALED CODE                           FEATURE
     ====================================================================
     <S>                   <C>
     *1XX                  Reserved for Future Industry Standards
     *1                    Reserved for Future Industry Standards
     *10                   Reserved for Future Industry Standards
     *11                   Reserved for Future Industry Standards
     *12                   Reserved for Future Industry Standards
     *13                   Reserved for Future Industry Standards
     *14                   Reserved for Future Industry Standards
     *15                   Reserved for Future Industry Standards
     *16                   Reserved for Future Industry Standards
     *17                   Reserved for Future Industry Standards
     *18                   Reserved for Future Industry Standards
     *19                   Reserved for Future Industry Standards
     ====================================================================
</TABLE>

     XX REPRESENTS THE SWITCH IDENTIFIER CODE.

     (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 7                      12/2/99

<PAGE>

FEATURE CODES,
Continued

<TABLE>
<CAPTION>
     ====================================================================
     DIALED CODE                           FEATURE
     ====================================================================
     <S>                  <C>
     *2XX                 Reserved for Future Industry Standards
     *2                   Reserved for Future Industry Standards
     *20                  Reserved for Future Industry Standards
     *21                  Reserved for Future Industry Standards
     *22                  Reserved for Future Industry Standards
     *23                  Reserved for Future Industry Standards
     *24                  Reserved for Future Industry Standards
     *25                  Reserved for Future Industry Standards
     *26                  Reserved for Future Industry Standards
     *27                  Reserved for Future Industry Standards
     *28                  Reserved for Future Industry Standards
     *29                  Reserved for Future Industry Standards
     ====================================================================
</TABLE>

     XX REPRESENTS THE SWITCH IDENTIFIER CODE.

     (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

<TABLE>
<CAPTION>
     ====================================================================
     DIALED CODE                           FEATURE
     ====================================================================
     <S>                  <C>
     *3XX                 Reserved for Future Industry Standards
     *3                   Reserved for Future Industry Standards
     *30                  Reserved for Future Industry Standards
     *31                  Reserved for Future Industry Standards
     *32                  Reserved for Future Industry Standards
     *33                  Reserved for Future Industry Standards
     *34                  Reserved for Future Industry Standards
     *35                  Roaming Do Not Disturb
     *36                  Reserved for Future Industry Standards
     *37                  Reserved for Future Industry Standards
     *38                  Reserved for Future Industry Standards
     *39                  Reserved for Future Industry Standards
     ====================================================================
</TABLE>

     XX REPRESENTS THE SWITCH IDENTIFIER CODE.

     (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 8                      12/2/99


<PAGE>

FEATURE CODES,
Continued

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------
     DIALED CODE                         FEATURE
  ----------------------------------------------------------------------------
     <S>                      <C>
         *4XX                 Call Management
         *4                   Reserved for Future Industry Standards
         *40                  Reserved for Future Industry Standards
         *41                  Reserved for Future Industry Standards
         *42                  Selective Call Acceptance
         *43                  Reserved for Future Industry Standards
         *44                  Reserved for Future Industry Standards
         *45                  Reserved for Future Industry Standards
         *46                  Reserved for Future Industry Standards
         *47                  Reserved for Future Industry Standards
         *48                  Reserved for Future Industry Standards
         *49                  Reserved for Future Industry Standards
  ----------------------------------------------------------------------------
</TABLE>

   XX REPRESENTS THE SWITCH IDENTIFIER CODE.

   (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------
     DIALED CODE                         FEATURE
  ----------------------------------------------------------------------------
     <S>                      <C>
         *5XX                 Outgoing Call Control
         *5                   Reserved for Future Industry Standards
         *50                  Reserved for Future Industry Standards
         *51                  Calling #ID Restrictions (CNIR)
         *52                  Reserved for Future Industry Standards
         *53                  Reserved for Future Industry Standards
         *54                  Reserved for Future Industry Standards
         *55                  Reserved for Future Industry Standards
         *56                  Reserved for Future Industry Standards
         *57                  Reserved for Future Industry Standards
         *58                  Reserved for Future Industry Standards
         *59                  Reserved for Future Industry Standards
  ----------------------------------------------------------------------------
</TABLE>

   XX REPRESENTS THE SWITCH IDENTIFIER CODE.

   (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit E - Page 9               12/2/99

<PAGE>

FEATURE CODES,
Continued

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------
     DIALED CODE                         FEATURE
  ----------------------------------------------------------------------------
     <S>                      <C>
         *6XX                 Incoming Call Control
         *6                   Reserved for Future Industry Standards
         *60                  Reserved for Future Industry Standards
         *61                  Reserved for Future Industry Standards
         *62                  Reserved for Future Industry Standards
         *63                  Reserved for Future Industry Standards
         *64                  Reserved for Future Industry Standards
         *65                  Reserved for Future Industry Standards
         *66                  Reserved for Future Industry Standards
         *67                  Reserved for Future Industry Standards
         *68                  Reserved for Future Industry Standards
         *69                  Reserved for Future Industry Standards
  ----------------------------------------------------------------------------
</TABLE>

   XX REPRESENTS THE SWITCH IDENTIFIER CODE.

   (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------
     DIALED CODE                         FEATURE
  ----------------------------------------------------------------------------
     <S>                      <C>
         *7XX                 Reserved for Future Industry Standards
         *7                   Reserved for Future Industry Standards
         *70                  Reserved for Future Industry Standards
         *71                  Call Forward - Immediate
         *72                  Call Forward - Conditional
         *73                  Call Forward - Busy
         *74                  Call Forward - No Answer
         *75                  Reserved for Future Industry Standards
         *76                  Reserved for Future Industry Standards
         *77                  Reserved for Future Industry Standards
         *78                  Reserved for Future Industry Standards
         *79                  Reserved for Future Industry  Standards
  ----------------------------------------------------------------------------
</TABLE>

   XX REPRESENTS THE SWITCH IDENTIFIER CODE.

   (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit E - Page 10              12/2/99

<PAGE>

FEATURE CODES,
Continued

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------
     DIALED CODE                         FEATURE
  ----------------------------------------------------------------------------
     <S>                      <C>
         *8XX                 Reserved for Future Industry Standards
         *8                   Reserved for Future Industry Standards
         *80                  Reserved for Future Industry Standards
         *810                 Call Waiting Canceled
         *82                  Reserved for Future Industry Standards
         *83                  Reserved for Future Industry Standards
         *84                  Reserved for Future Industry Standards
         *85                  Reserved for Future Industry Standards
         *86                  Reserved for Future Industry Standards
         *87                  Reserved for Future Industry Standards
         *88                  Reserved for Future Industry Standards
         *89                  Reserved for Future Industry Standards
  ----------------------------------------------------------------------------
</TABLE>

   XX REPRESENTS THE SWITCH IDENTIFIER CODE.

   (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)

<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------
     DIALED CODE                         FEATURE
  ----------------------------------------------------------------------------
     <S>                      <C>
         *9XX                 Reserved for Future Industry Standards
         *9                   Reserved for Future Industry Standards
         *90                  Reserved for Future Industry Standards
         *91                  Reserved for Future Industry Standards
         *92                  Reserved for Future Industry Standards
         *93                  Reserved for Future Industry Standards
         *94                  Reserved for Future Industry Standards
         *95                  Reserved for Future Industry Standards
         *96                  Reserved for Future Industry Standards
         *97                  Reserved for Future Industry Standards
         *98                  Reserved for Future Industry Standards
         *99                  Reserved for Future Industry Standards
  ----------------------------------------------------------------------------
</TABLE>

  XX REPRESENTS THE SWITCH IDENTIFIER CODE.

  (ZERO (0) ON THE END OF ANY CODE WILL RESULT IN DEACTIVATION)


CELLULAR ONE GROUP
LICENSE AGREEMENT                     Exhibit E - Page 11              12/2/99

<PAGE>

RECORDED MESSAGES

     The following pages define the messages to be recorded as explanations to
     CELLULARONE customers when the customer has difficulty completing a call
     using the network.

     NUMBER 20: NO PAGE RESPONSE & NO ANSWER

     The customer you have called is unavailable or has traveled outside the
     coverage area, please try your call again later. Thank you for using the
     CELLULARONE NETWORK. Message XX20.

     NUMBER 21: CUSTOMER REQUESTED DISCONNECT (TEMPORARY)

     The number you have called has temporarily been disconnected. Thank you for
     using the CELLULARONE NETWORK. Message XX21.

     NUMBER 22: VACANT OR HAS BEEN DISCONNECTED

     The number you have called is no longer in service. If you believe you have
     reached this recording in error, please check the number and dial again.
     Thank you for using the CELLULARONE NETWORK. Message XX22.

     NUMBER 23: PERMANENT OR TEMPORARY BARRING OF INCOMING CALLS

     At the customer's request, this cellular phone does not accept incoming
     calls. Thank you for using the CELLULARONE NETWORK. Message XX23.

     NUMBER 24: NO PAGE RESPONSE & NO ANSWER

     The customer you have called does not answer. Please try your call again
     later. Thank you for using the CELLULARONE NETWORK. Message XX24.

     NUMBER 30: CONFIRMATION TONE

     Three short tones.

     NUMBER 31: OPTION(S)

     Your service does not include the use of this feature. For more
     information, please call 611 from your cellular phone and reference message
     XX31. Thank you for using the CELLULARONE NETWORK.


CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 12                     12/2/99

<PAGE>

     NUMBER 32: INVALID NUMBER

     We're sorry your call cannot be completed as dialed. Please check the
     number and dial again. Message XX32.

     NUMBER 34: RESTRICTED DIALING/UNPERMITTED TRAFFIC CASE

     Your cellular service does not allow calling to the number dialed: For
     more information, please call 611 from your cellular phone and reference
     message XX34.

     NUMBER 35: FACILITY PROBLEM OR ALL CIRCUITS BUSY

     We're sorry, your call cannot be completed at this time. Please try your
     call again. Message XX35.

     NUMBER 36: GENERAL INFORMATION OR NETWORKING ISSUES

     If you need assistance using your service features, please call 611 from
     your cellular phone and reference message XX36. Thank you for using the
     CELLULARONE NETWORK.

     NUMBER 37: INVALID ESN

     Your cellular phone is not authorized at this time. For further assistance,
     please call 611 from your cellular phone and reference message XX37.

     NUMBER 38: EQUAL ACCESS INSTRUCTIONS

     The long distance access code you have dialed is not accessible on the
     system. Please call your long distance provider's customer service number
     for dialing instructions. Message XX38.

     NUMBER 39: 1 + REQUIRED

     You must first dial one when calling this number. Please try your call
     again. Thank you for using the CELLULARONE NETWORK. Message XX39.

     NUMBER 40: NOT IN ROAMER DATABASE

     If you have any questions concerning the use of your cellular phone while
     in our system or would like to initiate roaming services, please call 611
     from your cellular phone and reference message XX40. Thank you for using
     the CELLULARONE NETWORK.


CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 13                     12/2/99

<PAGE>

     NUMBER 41: INCORRECT ROAMER DIALING (10 DIGIT LOCAL DIALING)

     While roaming on our system, you must dial the area code and phone number
     of the party you are calling to complete a local call. If you need further
     assistance, please call 611 from your cellular phone and reference message
     XX41. Thank you for using the CELLULARONE NETWORK.

     Number 42: Incorrect Roamer Dialing (0 + Only Toll)

     While roaming on our system, you must dial zero, plus the area code and
     phone number of the parry you are calling to complete a long distance call.
     If you need further assistance, please call 611 from your cellular phone
     and reference message XX42. Thank you for using the CELLULARONE NETWORK.

     NUMBER 43: UNAUTHORIZED USER/ON NEGATIVE FILE

     We are unable to provide you roaming service at this time. To arrange for
     service, contact your home cellular service provider or call 611 from your
     cellular phone and reference message XX43.

     NUMBER 44: INCORRECT ROAMER DIALING (1+ AREA CODE)

     While roaming on our system you must dial one plus the area code and phone
     number of the party you are calling to complete a long distance call. If
     you need further assistance, please call 611 from your cellular phone and
     reference message XX44. Thank you for using the CELLULARONE NETWORK.

     NUMBER 45: NATIONLINK

     Calls will automatically be delivered from your home area to your phone in
     this area. Therefore, NationLink services is not necessary. If you need
     farther assistance, please call 611 from your cellular phone and reference
     message 45. Thank you for using the CELLULARONE NETWORK.



CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit E - Page 14                     12/2/99

<PAGE>

                                    EXHIBIT F

                                LICENSE AGREEMENT

                               SURVEY METHODOLOGY

     The methodology currently being employed by Licensor and its designated
Survey Company will be a telephone survey conducted from random probability
samples selected by the Survey Company from listings supplied by Licensee of all
of Licensee's customers in each market in the Licensed Territory.

     Customer listings shall be provided to the Survey Company in magnetic tape
or disk medium in such common format as may be reasonably specified by Licensor.
(If Licensee is unable to comply, a half-size, high income probability sample
may be ordered at Licensee's expense).

     A random probability sample will be utilized, sufficient in number for
economic completion of the satisfaction survey. The size of the samples will be
at the discretion of Licensor and the Survey Company, but will typically be
between approximately 50 and 200 depending on the size of the market being
surveyed.



CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit F                               12/2/99

<PAGE>

                                    EXHIBIT G

                                LICENSE AGREEMENT

                           SPECIAL RESELLER PROVISIONS


        [To be agreed to between Licensor and Licensee when applicable]




















CELLULAR ONE GROUP
LICENSE AGREEMENT              Exhibit G                               12/2/99

<PAGE>

                                  AMENDMENT ONE
                                     TO THE
                         CELLULAR ONE LICENSE AGREEMENT


     The undersigned parties have entered into a License Agreement, effective as
of April 28, 2000 (the "Agreement"). The following modifications have been
agreed to by the parties and are hereby made a part of the Agreement:

     1.   Exhibit B to the Agreement shall be amended by deleting the original
          Exhibit B in its entirety and substitute a new Exhibit B as follows:

<TABLE>
<CAPTION>
                                           FCC                                    RECENT
MARKET NAME                BTA          MARKET NO.           COUNTIES           POPULATION
--------------            -----         ----------          ----------          ----------
<S>                     <C>             <C>                 <C>                 <C>
Oklahoma 04-               031E           599A1             Washington             47,528
Nowata
                           088E                             Chautauqua              4,357
                           088E                             Montgomery             36,961
                           088E                             Nowata                  9,997
                           088E                             Wilson                 10,231
                           220F                             Ottawa                 31,030
                           311E                             Adair                  20,509
                           311E                             Cherokee               39,644
                           448E                             Craig                  14,513
                           448E                             Delaware               34,712

                                                                                 Total Population    249,482
                                                                                                     -------
</TABLE>

     Except as specifically modified by this Amendment, all other terms and
conditions of the Agreement shall remain in full force and effect.


CELLULAR ONE GROUP                      AMERICAN CELLULAR WIRELESS, L.L.C.
                                        MANAGED BY DOBSON CELLULAR SYSTEMS, INC.

By: /s/ Richard J. Lyons                By: /s/ [ILLEGIBLE]
   -----------------------------           ---------------------------
   Richard J. Lyons
   President


Effective Date of Amendment:

      June 12, 2000
----------------------------


EXHIBIT B AMENDMENT