<PAGE>

                                                                  EXHIBIT 10.6


                                 [LETTERHEAD]



December 6, 1995



Mr. Everett Dobson
President
Dobson Communications Company
13439 North Broadway Extension
Suite 200
Oklahoma City, Oklahoma 73114

Re: (Duplicate) signed original- DMS-MTX Cellular Supply Agreement


Dear Mr. Dobson:

Enclosed please find your signed original Cellular Supply Agreement.

Please note that changes in the Agreement were made subsequent to your
signature, as mutually agreed upon and acknowledged by the parties in Bill
Barnett's letter of 11/30/95 (see enclosed copy).

The referenced changes are as follows:

    (1)  The language set out in the 11/30/95 letter was incorporated in the
         Agreement as new Section 24.1 (and all subsequent sections renumbered
         for conformity).

    (2)  The words "Subject to Section 24.1 herein" were added to the beginning
         of Section 17.5.

Also note, that the Effective Date and State of Incorporation for Dobson
Communications Corporation were inserted into the opening paragraph of the
Agreement.

Your patience and cooperation in bringing this negotiation to a mutually
successful conclusion have been appreciated.


Very truly yours,

/s/ Hal Naboshek

Hal Naboshek
Contracts Manager, Wireless Networks
(214) 684-5942

cc:  Molly Ellis
     Scott Linke

<PAGE>

[LOGO]



November 30, 1995


Dear Everett,

Below is the language to be inserted into the Purchase Agreement. Thank you
for the business and have a wonderful holiday season.



"THIS CONTRACT SHALL BECOME EFFECTIVE UPON EXECUTION BY BOTH PARTIES, HOWEVER
NORTEL AGREES THAT IF THE CELLULAR LICENSES PURCHASED FROM TDS BY CUSTOMER
ARE NOT TRANSFERRED TO CUSTOMER BY THE LAST DAY OF FEBRUARY 1996, CUSTOMER
SHALL HAVE THE RIGHT TO TERMINATE THIS CONTRACT AND SHALL COMPENSATE NORTEL
FOR IT'S REASONABLE EXPENSES INCURRED IN PERFORMANCE OF THIS CONTRACT."



Best regards,

/s/ Bill Barnett

W.F. Barnett
V.P. Sales
Nortel Wireless Networks

<PAGE>















                                OKLAHOMA / TEXAS

                               EQUIPMENT PURCHASE

<PAGE>


[LETTERHEAD]


December 20, 1995


Dobson Communications Corporation
13439 North Broadway Extension, Suite 200
Oklahoma City, OK 73114


Attention: Verland Brewster


Subject: Executed Amendment No. 1 to Supply Agreement

Enclosure: (1) One (1) signed original, effective December 20, 1995




Dear Mr. Brewster:


Northern Telecom Inc. ("NTI") hereby provides one fully executed copy of the
subject Amendment No. 1 (Enclosure (1)).

Should you have any questions concerning this agreement, please contact me at
(214) 684-1304 or facsimile (214) 301-2675.




Sincerely,

/s/ Koni B. Overturf

Koni B. Overturf
Manager, Contracts Administration



cc:  Rick Barton
     Scott Linke
     Ken Ord

<PAGE>

                                 AMENDMENT NO. 1

                                       TO

                                SUPPLY AGREEMENT

                                     BETWEEN

                        DOBSON COMMUNICATIONS CORPORATION

                                       AND

                              NORTHERN TELECOM INC.

Made as of this 20th day of December 1995, by and between Dobson
Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma
corporation with offices at 13439 North Broadway Extension, Suite 200,
Oklahoma City, Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred
to as "NTI" or "Seller"), a Delaware corporation with offices at 2435 N.
Central Expressway, Richardson, Texas 75080.

WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of
December 6, 1995 (the "Agreement"); and

WHEREAS, Buyer and Seller now wish to amend the Agreement to allow for the
purchase by Buyer of Additional Equipment as such is identified in Exhibit A
hereto;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Buyer and Seller agree as follows:

1. Buyer hereby agrees to purchase/license from Seller the Additional
   Equipment, Software and Services set forth in Exhibit A hereto.

2. Execution of this Amendment No. 1 constitutes a firm, non-cancelable
   Purchase Order for the Additional Equipment, Software and Services set forth
   in Exhibit A hereto.




                                       1
<PAGE>

3. Notwithstanding the provisions of Section 5.2.1 hereof, the parties
   understand and agree that, (i) the applicable purchase price as set forth
   in Exhibit A hereof ("Purchase Price") only satisfies the volume level
   requirements of Section 5.2.2; (ii) does not qualify for AE Credits as
   provided in Section 5.2.1 and; (iii) only those future Purchase Orders
   issued for amounts in addition to the Purchase Price will qualify for AE
   Credits.

4. For purposes of this Amendment, the contingency language set forth in
   Section 24.1 of the Agreement shall not apply.

5. Except as specifically modified by this Amendment, the Agreement in all
   other respects continues in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by
their duly authorized representatives effective as of the date first set
forth above.


DOBSON COMMUNICATIONS INC.              NORTHERN TELECOM INC.,

By: /s/ Everett Dobson                  By: /s/ Matthew J. Desch
    -------------------------------         -------------------------------

Everett Dobson                          Matthew J. Desch
-----------------------------------     -----------------------------------
     Type or Print Name                          Type or Print Name



Title:         President                Title:       Group VP & GM
       ----------------------------            ----------------------------

Date:          12/20/95                 Date:           12/20/95
     ------------------------------           -----------------------------





                                        2
<PAGE>

                                      EXHIBIT A

1.0    ADDITIONAL EQUIPMENT
       Delivery is currently scheduled for first quarter 1996.

1.1    SWITCH (SUPERNODE SE)

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                    <C>                               <C>     <C>            <C>            <C>
HARDWARE:
     SuperNode SE Dual ICP (480 ports)                    1      $1,197,497     $1,197,497
     MCTM-I w/1 ICP (240 ports)                           3        $310,000       $930,000
     ICP Packfill (240 ports)                             1        $257,625       $257,625
     DTC Packfill (480 ports)                             1        $210,320       $210,320
     Turbo Link Interface                                 1          $4,239     Included
     MP Controller CP for Billing Xler (NT1X29BA)         2          $3,150         $6,300
     X.25 layer 2 Intersystem Linx Cont. (NT6X916B)       1          $1,705         $1,705
     CCS7 8MEG Link Interface Unit (LIU V.35)             7         $13,352        $93,464
     SNSE MAP Furniture                                   1      Included       Included
     Helmsman/Compass Documentation                       1          $4,700         $4,700
     SuperNode SE Spares                                  1        $175,486       $175,486
                                                                        Hardware Subtotal     $2,877,097

SOFTWARE: (SEE SECTION 2.0 FOR PACKAGES INCLUDED)
     BCS Software License Fee                            LOT        $25,000        $25,000
     Packages available prior to MTX-01 (BCS 36)         LOT       $345,500       $345,500
     MTX-01 Software Additions                           LOT        $34,000        $34,000
     MTX-02 Software Additions                           LOT        $47,400        $47,400
                                                                        Software Subtotal       $451,900

EF & I:
     NORTEL Engineer, Install & Commission               LOT       $262,012       $262,012
     RF Engineering New System Performance
     Optimization, Hand-off Adjustments in               LOT       $120,000     Included
     accordance with Annex 8 hereof
                                                                             EF&I Subtotal      $262,012
                                                          25% SWITCH AND SOFTWARE DISCOUNT     ($832,249)
                                                                        STRATEGIC DISCOUNT     ($665,799)

                              SWITCH NET TOTAL PRICE                                          $2,092,960
</TABLE>


                                      A-1
<PAGE>

1.2    SWITCH (TDMA DIGITAL UPGRADE)

<TABLE>
<CAPTION>
                                                                     UNIT         EXTENDED
ITEM                 DESCRIPTION                         QTY         PRICE         PRICE           TOTAL
----                 -----------                         ---         -----         -----           -----
<S>                  <C>                                 <C>        <C>           <C>          <C>
TDMA DIGITAL SWITCH EQUIPMENT
     MDSP Cabinet w/DSP Module, 2 DSPs & 2 Contrl         1         $60,426        $60,426
     DSP Module (one shelf, 2 DSPs & 2 DSP Contrls)       2         $64,860       $129,720
     DSP Cards (need 1 per 2 DRUs in digital mode)        12        $11,430       $137,160
     DSP Controllers (need 1 per 4 DSPs)                  0         $14,560             $0
     MDSP Spares                                          1         $18,379        $18,379

TDMA CELL SITE EQUIPMENT
     Dual Mode Radio Unit Monitor (DRUM)                  35         $7,150       $250,250
                                                                                  Subtotal       $595,935

EF&I:
     Eng., Install & Commission with Initial System      LOT        $35,064        $35,064        $35,064

                                                                    25% EQUIPMENT DISCOUNT      ($148,984)

                                                 TDMA DIGITAL ADDITION NET PRICE                 $482,015
                                                 TDMA SPECIAL DISCOUNT                          ($482,015)
</TABLE>


                                     A-2
<PAGE>

1.3    CELL SITES

1.3.1  OKLAHOMA B-SIDE MARKET

<TABLE>
<CAPTION>
                                                                    UNIT          EXTENDED
ITEM                DESCRIPTION                          QTY        PRICE          PRICE           TOTAL
----                -----------                          ---        -----          -----           -----
<S>                 <C>                                  <C>       <C>            <C>            <C>
1.   BRIDGEPORT
     32 Channel OMNI cell site (CC1032NU)                 1        $172,146       $172,146
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $172,146

2.   BUTLER
     32 Channel OMNI cell site (CC1032NU)                 1        $172,146       $172,146
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $172,146

3.   CAMARGO
     16 Channel OMNI cell site (CC1016NU)                 1        $115,534       $115,534
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $115,534
4.   CHICKASHA
     32 Channel OMNI cell site (CC1032NU)                 1        $172,146       $172,146
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $172,146

5.   CLINTON
     32 Channel OMNI cell site (CC1032NU)                 1        $172,146       $172,146
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $172,146

6.   ELK CITY
     32 Channel OMNI cell site (CC1032NU)                 1        $172,146       $172,146
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $172,146

7.   ELK CITY 2
     32 Channel OMNI cell site (CC1032NU)                 1        $172,146       $172,146
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $172,146

8.   FT. COBB
     24 Channel OMNI cell site (CC1024NU)                 1        $152,544       $152,544
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $152,544

9.   GRACEMONT
     24 Channel OMNI cell site (CC1016NU)                 1        $152,544       $152,544
     Integrated Cellular Remote Module (ICRM)             1        Included       Included
     Auto Tune Combiners                                 LOT       Included       Included
                                                                                  Subtotal       $152,544
</TABLE>


                                      A-3




<PAGE>

1.3.1  Oklahoma B-Side Market - Continued

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                                                      <C>     <C>            <C>          <C>
10.  HOBART
      32 Channel OMNI cell site (CC1032NU)                1        $172,146       $172,146
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $172,146

11.  ROLL
      24 Channel OMNI cell site (CC1024NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

12.  RUSH SPRINGS
      24 Channel OMNI cell site (CC1016NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

13.  SWEETWATER
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

14.  TUTTLE
      24 Channel OMNI cell site (CC1024NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

SPARES:
      Cell Site Spares (ICRM/DRU)                        LOT        $54,974        $54,974        $54,974

                                                        Oklahoma B-Side Cell Site Subtotal     $2,253,784

DUAL-MODE RADIO UNITS:
      Dual Mode Radio Unit (DRU) CCH & LCR               28         $10,500       $294,000
      Dual Mode Radio Unit (DRU) VOICE CHANNELS          265        $10,500     $2,782,500
                                                                        Radio Units Subtotal   $3,076,500

EF & I:
      Eng., Install & Commission 16 CH. Cell Site         2         $11,058        $22,116
      Eng., Install & Commission 24/32 CH. Cell Site     12         $16,362       $196,344

                                                                                  Subtotal       $218,460


                                                                    25% CELL SITE DISCOUNT      ($563,446)
                                                                  25% RADIO UNITS DISCOUNT      ($769,125)
                                                                        STRATEGIC DISCOUNT    ($1,066,057)

                            OKLAHOMA B-SIDE CELL SITE AND RADIO UNITS NET TOTAL PRICE          $3,150,116
</TABLE>


                                      A-4
<PAGE>

1.3.2  Texas B-Side Market

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                                                      <C>     <C>            <C>          <C>
1.  BORGER
      32 Channel OMNI cell site (CC1032NU)                1        $172,146       $172,146
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $172,146

2.  CANADIAN
      32 Channel OMNI cell site (CC1032NU)                1        $172,146       $172,146
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $172,146

3.  CLARENDON
      24 Channel OMNI cell site (CC1016NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

4.  CONWAY
      32 Channel OMNI cell site (CC1032NU)                1        $172,146       $172,146
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $172,146

5.  DARROUZETT
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

6.  FARNSWORTH
      32 Channel OMNI cell site (CC1032NU)                1        $172,146       $172,146
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $172,146

7.  FLOWERS
      24 Channel OMNI cell site (CC1024NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

8.  GRUVER
      24 Channel OMNI cell site (CC1024NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544
9.  LELA
      24 Channel OMNI cell site (CC1024NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

10.  PAMPA
      32 Channel OMNI cell site (CC1032NU)                1        $172,146       $172,146
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $172,146
</TABLE>


                                      A-5

<PAGE>

1.3.2  Texas B-Side Market - Continued

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                                                      <C>     <C>            <C>          <C>
11.  STINNET
      24 Channel OMNI cell site (CC1024NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

12.  WELLINGTON
      24 Channel OMNI cell site (CC1016NU)                1        $152,544       $152,544
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $152,544

SPARES:
      Cell Site Spares (ICRM/DRU)                        LOT        $54,974        $54,974        $54,974

                                                           Texas B-Side Cell Site Subtotal     $1,946,502

DUAL-MODE RADIO UNITS:
      Dual Mode Radio Unit (DRU) CCH & LCR               24         $10,500       $252,000
      Dual Mode Radio Unit (DRU) VOICE CHANNELS          230        $10,500     $2,415,000
                                                                      Radio Units Subtotal     $2,667,000

EF&I:
      Eng., Install & Commission 16 CH. Cell Site         1         $11,058        $11,058
      Eng., Install & Commission 24/32 CH. Cell Site     11         $16,362       $179,982

                                                                             EF&I Subtotal       $191,040


                                                                    25% CELL SITE DISCOUNT     ($486,626)
                                                                  25% RADIO UNITS DISCOUNT     ($666,760)
                                                                        STRATEGIC DISCOUNT     ($922,700)

                            TEXAS B-SIDE CELL SITE AND RADIO UNITS NET TOTAL PRICE            $2,728,466
</TABLE>


                                      A-6



<PAGE>

1.3.3    Enid MSA Market
<TABLE>
<CAPTION>

                                                                     UNIT        EXTENDED
ITEM        DESCRIPTION                               QTY            PRICE         PRICE      TOTAL
----        -----------                               ---            -----       --------     -----
<S>         <C>                                       <C>          <C>           <C>        <C>
1. ENID
     32 Channel OMNI cell site (CC1032NU)              1           $172,146      $172,146
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $172,146

2. ENID 2
     32 Channel OMNI cell site (CC1032NU)               1           $172,146      $172,146
     Integrated Cellular Remote Module (ICRM)           1           Included      Included
     Auto Tune Combiners                               LOT          Included      Included
                                                                                  Subtotal    $172,146

3. GARBER
     24 Channel OMNI cell site (CC1016NU)               1           $152,544      $152,544
     Integrated Cellular Remote Module (ICRM)           1           Included      Included
     Auto Tune Combiners                                0           Included      Included
                                                                                  Subtotal    $152,544

SPARES:
     Cell Site Spares (ICRM/DRU)                        0            $54,974             0           0

                                                                   Enid Cell Site Subtotal    $496,836

DUAL-MODE RADIO UNITS:
     Dual Mode Radio Unit (DRU) CCH & LCR               6            $10,500       $63,000
     Dual Mode Radio Unit (DRU) VOICE CHANNELS.        45            $10,500      $472,500
                                                                       Radio Unit Subtotal    $535,500

EF&I
     Eng., Install & Commission 16 CH. Cell Site        0            $11,058             0
     Eng., Install & Commission 24/32 CH. Cell Site     3            $16,362       $49,086
                                                                             EF&I Subtotal     $49,086

                                                                    25% CELL SITE DISCOUNT   ($124,209)
                                                                   25% RADIO UNIT DISCOUNT   ($133,875)
                                                                        STRATEGIC DISCOUNT   ($206,467)

                                             ENID CELL SITE AND RADIO UNIT NET TOTAL PRICE    $616,871

</TABLE>


                                       A-7

<PAGE>

1.3.4     Oklahoma A-Side Market

<TABLE>
<CAPTION>

                                                                     UNIT        EXTENDED
ITEM        DESCRIPTION                               QTY            PRICE         PRICE      TOTAL
----        -----------                               ---            -----       --------     -----
<S>         <C>                                       <C>          <C>           <C>        <C>
1. ALVA
     16 Channel OMNI cell site (CC1016NU)              1           $115,534      $115,534
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $115,534

2. ARNETT
     16 Channel OMNI cell site (CC1016NU)              1           $115,534      $115,534
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $115,534

3. BUFFALO
     16 Channel OMNI cell site (CC1016NU)              1           $115,534      $115,534
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $115,534

4. FREEDOM
     16 Channel OMNI cell site (CC1016NU)              1           $115,534      $115,534
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $115,534

5. FAIRVIEW
     16 Channel OMNI cell site (CC1016NU)              1           $115,534      $115,534
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $115,534

6. WOODWARD
     32 Channel OMNI cell site (CC1032NU)              1           $172,146      $172,146
     Integrated Cellular Remote Module (ICRM)          1           Included      Included
     Auto Tune Combiners                              LOT          Included      Included
                                                                                 Subtotal    $172,146

SPARES:
     Cell Site Spares (ICRM/DRU)                      LOT           $54,974       $54,974     $54,974

                                                       Oklahoma A-Side Cell Site Subtotal    $804,790

DUAL-MODE RADIO UNITS:
     Dual Mode Radio Unit (DRU) CCH & LCR             12            $10,500      $126,000
     Dual Mode Radio Unit (DRU) VOICE CHANNELS        77            $10,500      $808,500

                                                                      Radio Unit Subtotal    $934,500

EF&I
     Eng., Install & Commission 16 CH. Cell Site       5            $11,058       $55,290
     Eng., Install & Commission 24/32 CH. Cell Site    1            $16,362       $16,362
                                                                                 Subtotal     $71,652

                                                                    25% CELL SITE DISCOUNT   ($201,198)
                                                                   25% RADIO UNIT DISCOUNT   ($233,625)
                                                                        STRATEGIC DISCOUNT   ($347,858)

                                  OKLAHOMA A-SIDE CELL SITE AND RADIO UNIT NET TOTAL PRICE  $1,028,262

</TABLE>


                                       A-8


<PAGE>

1.4      TRAINING

         Prices for training are exclusive of travel, lodging, food, and
         incidental expenses, which shall be for Buyer's account. Course
         content is subject to change at Seller's discretion.

<TABLE>
<CAPTION>

                                                                     UNIT        EXTENDED
ITEM        DESCRIPTION                               QTY            PRICE         PRICE      TOTAL
----        -----------                               ---            -----       --------     -----
<S>         <C>                                       <C>          <C>           <C>        <C>
      CLASSROOM COURSES:
      DMS-MTX Maintenance #944                        3            $4,275        $12,825
      Cell Site Operations & Maintenance #963         3            $1,425         $4,275
      Cell Translations & Appl. #980                  3            $1,425         $4,275
      Cell Site Data Base #982                        3            $1,425         $4,275
      DMS-MTX Networking (IS-41 Rev. B) #984          3            $1,425         $4,275

      ON-SITE TRAINING:
      Introduction to MTX MAP #925                    6              $855         $5,130
      Cellular Intermediate RF Engineering #1000                   $9,000         $9,000
      MTX-01 Cellular Hand-off #1001                               $6,000         $6,000
      System Performance & Opt. Audits #1002                       $6,000         $6,000
      On site training requires a minimum of 6 people; the maximum is 20.

                                                                TRAINING NET TOTAL PRICE    $56,055

</TABLE>



                                       A-9
<PAGE>

<TABLE>

<S>                                                                <C>
ADDITIONAL EQUIPMENT SUBTOTAL                                      $ 9,672,730
ASTRONET TRADE-IN DISCOUNT*                                        $(1,800,000)

*Buyer shall be responsible for de-installation
 and packing of all Astronet trade-in equipment.
 Seller will be responsible for shipment of all
 de-installed equipment.

ADDITIONAL EQUIPMENT NET TOTAL                                     $ 7,872,730**
PURCHASE PRICE

**IF AMENDMENT NO. 1 IS EXECUTED BY BUYER ON OR BEFORE
  12/21/95 AS EVIDENCED BY THE SIGNATORY DATE OF
  AMENDMENT NO. 1, THE FOLLOWING SHALL APPLY AND
  REPLACE THE PURCHASE PRICE SET FORTH ABOVE:

Add: One ICP Packfill                                              $   257,625
     CDPD Option (See Section 3.0, Exhibit A)                      $   255,384

ADDITIONAL EQUIPMENT SUBTOTAL                                      $ 8,385,739

Less: ICP Packfill and CDPD Option Credit                          $  (513,009)
      95 Year End Contract Commitment Credit                       $  (400,000)

ADDITIONAL EQUIPMENT NET TOTAL PURCHASE PRICE                      $ 7,472,730

</TABLE>



                                   A-10

<PAGE>


2.0  SOFTWARE

2.1  SOFTWARE. The items listed below as "included" are included in the Price
     quoted for the Switch in Section 1.1 of this Exhibit A.

<TABLE>
<CAPTION>
                                                                 UNIT      EXTENDED
ITEM            DESCRIPTION                          PEC         PRICE       PRICE     TOTAL
----            -----------                          ---         -----        ----     -----
<S>   <C>                                          <C>         <C>         <C>         <C>
 1    Automatic Trunk Testing                      NTX051AA      $5,000     Included
 2    Network Management                           NTX050AB     $20,000     Included
 3    DS-1 64 Kb/s Clear Channel                   NTX142AA      $5,000     Included
 4    DS-1 Extended Superframe Format              NTX143AA      $2,000     Included
 5    Focused Maintenance                          NTX272AA     $10,000     Included
 6    Enhanced Security w/o Password Encrypt       NTX292BA      $3,000     Included
 7    Vertical Features KIT                        NTX325AA     $40,000     Included
 8    MTX Split Ticket Billing                     NTX332AA      $5,000     Included
 9    CDR Search On Disk                           NTX333AA     $10,000     Included
10    Dynamic Power Control                        NTX336AA      $5,000     Included
11    Malicious Call Trace                         NTX337AA     $25,000     Included
12    Cellular Hotline                             NTX373AA     $30,000     Included
13    Credit Card Calling                          NTX375AA     $20,000     Included
14    IS-41+ Networking                            NTX376AB     $25,000     Included
15    Network Messaging Enhancements               NTX377AA     $25,000     Included
16    Dedicated Access (FXS)                       NTX379AA     $10,000     Included
17    OM Thresholding & Alarms                     NTX385AA      $1,000     Included
18    OM Selective Output                          NTX445AB      $5,000     Included
19    Switch Performance Monitoring System         NTX738AC     $20,000     Included
20    Switch Path Diagnostics                      NTX885Ab     $10,000     Included
21    MPC Multi-link Mgmt                          NTX892AA      $5,000     Included
22    MPC X.25 Interface                           NTXE65AA     $18,000     Included
23    High Speed MPC                               NTXE98AA      $3,000     Included
24    DMS Base Data Access Interface               NTXG18AA      $7,500     Included
25    Time of Day Routing                          NTXG51AA     $10,000     Included
26    MTX Equal Access Enhance Office (BCS 35)     NTXG53AB     $15,000     Included
27    Expanded Spectrum                            NTXG56AA     $25,000     Included
28    Follow Me Roaming                            NTXG57AA     $25,000     Included
29    Centralized Operational A & M                NTXG82AA     $16,500     Included
30    Account Code Billing                         NTXG86AA     $30,000     Included
31    Real Time Billing                            NTXG87AA     $30,000     Included
32    STSR Sectorization                           NTXG88AA     $25,000     Included
33    Maintenance Manager Morning Report           NTXJ35AA      $5,000     Included
34    Surveillance                                 NTXL20AA     $25,000     Included
35    Network Boundary Paging                      NTXL24AA     $17,500     Included
36    Mobile Jamming Detection                     NTXL25AA     $20,000     Included
37    Call Delivery Activatable                    NTXL28AA     $30,000     Included
38    Mobile Tracking                              NTXL61AA     $15,000     Included
39    Remote Call Forw Activate/De-Activate        NTXL62AA     $30,000     Included
40    IS41 Enhanced Roamer Validation              NTXM17AA     $50,000     Included
41    IS-41 Rev.B                                  NTXM30AA     $32,000     Included
42    Call Forwarding Enhancements                 NTXM31AA     $10,000     Included
43    Visitor Location Register                    NTXM32AA     $41,000     Included
44    Active Mobile Paging                         NTXM33AA     $53,000     Included
45    Manufacturers ESN Fraud                      NTXM34AA     $10,000     Included
46    Expanded Call Forwarding Feature Coder       NTXM39AA     $24,000     Included
47    MPC 1984 MPC X.25                            NTXM85AA      $1,875     Included


                                          A-11

<PAGE>

<CAPTION>
                                                                 UNIT      EXTENDED
ITEM            DESCRIPTION                          PEC         PRICE       PRICE     TOTAL
----            -----------                          ---         -----        ----     -----
<S>   <C>                                          <C>         <C>         <C>         <C>
48    EDRAM Upload                                 NTXS72AA     $35,000    Included
49    XPM+ Based ICP                               NTXX89AA     $11,000    Included
50    Multi-Net. Protocol (Billing File Xfer.)     NTXX98AA     $10,000    Included
51    Networking Software including:               SB1204NU    $345,500    $345,500
        MTX to MTX handoff & call delivery,
        IS-41 Rev A networking software for
        SS7 & X.25 layer 2 (pt. to pt.)
                                                                     Software Subtotal $345,500
</TABLE>

2.2  The following additional Software is priced on a per voice channel basis
     except where indicated with a asterisk. The Total Software Price set out
     below is included in the Subtotal for Software in Section 1.1 of this
     Exhibit A.


<TABLE>
<CAPTION>
                                                                VOICE             UNIT
ITEM     DESCRIPTION                                   PEC     CHANNELS           PRICE       TOTAL
----     -----------                                  -----    --------           -----       --------
<S>      <C>                                         <C>       <C>                <C>         <C>
MTX 01 FEATURES:
 1       Dual Mode Message Waiting Notification      NTXX55AA      200             $31         $ 6,200
 2       Audio Message Waiting Notification          NTXX57AA      200             $31         $ 6,200
 3       Translations per Sector                     NTXX58AA      200             $12         $ 2,400
 4       Multiple TLDN pool                          NTXX59AA      200             $12         $ 2,400
 5       Handoff by station class mark               NTXX64AA      200             $18         $ 3,600
 6       Single switch mult-LATA                     NTXX67AA      200             $12         $ 2,400
 7       Multiple tumbling ESNs                      NTXX69AA      200             $ 6         $ 1,200
 8       Single carrier duplex ICRM                  NTXX75AA      200             $18         $ 3,600
 9       Optimal power handoff                       NTXX77AA      200             $ 6         $ 1,200
10       Cancel Call Waiting                         NTXX78AA      200             $12         $ 2,400
11       Roaming do not disturb                      NTXX92AA      200             $12         $ 2,400
                                                                 MTX 01 Software Subtotal      $34,000

MTX 02 FEATURES:
 1       Zone Paging                                 NTXX05AA      200             $18          $3,600
 2       Microcell Software Support*                 NTXX06AA        1        N/C              N/C
 3       Mobile Status Link                          NTXX08AA      200             $92         $18,400
 4       ICRM Drop and Insert                        NTXX10AA      200             $18          $3,600
 5       Drop Call Reduction*                        NTXX62AA        1          $3,400          $3,400
 6       CLID Presentation                           NTXX66AA      200             $92         $18,400
 7       CLID Restriction                            NTXX93AA        1     Included        Included
 8       ISUP Base                                   NTXX01AA        1     Included        Included
 9       MTX TR-317                                  NTXX09AA        1     Included        Included
10       CDPD-MDIS Base*                             NTXX14AA        0         $77,000              $0
11       CDPD-MDBS priced per CDPD radio             NTXX14AAR       0          $1,540              $0
                                                                   MTX 01 Software Subtotal    $47,400
</TABLE>

                                    A-12

<PAGE>

2.3  Seller's unit price for an individual Software feature priced on a per
     voice channel basis (as set out in 1.4.2 above) shall remain fixed until
     Buyer has purchased such feature for two thousand (2,000) voice channels.
     Seller shall not charge Buyer for any number of voice channels in excess
     of a total of two thousand (2,000) for any one feature.


3.0  CELLULAR DIGITAL PACKET DATA (CDPD)- OPTION

<TABLE>
<CAPTION>
                                                                  UNIT         EXTENDED
ITEM                   DESCRIPTION               QTY             PRICE          PRICE           TOTAL
-----                 -------------             -----           --------      -----------       ------
<S>                   <C>                       <C>             <C>           <C>               <C>
HARDWARE:
     Network Interface Unit (NIU)                 1             $59,997       $  59,997
     Ethernet Interface Unit (EIU)                2             $14,788       $  29,576
     Link Interface Unit (XLIU) X.25/X.75         3             $41,000       $ 123,000
     CDPD Spares Set                             LOT            $67,327       $  67,327
                                                                      Hardware Subtotal        $279,000

SOFTWARE:
     CDPD-MDIS Base                           NTXX14AA             1          $  77,000        $ 77,000
     CDPD-MDBS priced per CDPD radio          NTXX14AAR           35          $   1,540        $ 53,900

EF&I:
     Install & Commission                        LOT            $ 8,904       $   8,904        $  8,904

                                                                          CDPD Subtotal        $317,004
                                                     25% HARDWARE AND SOFTWARE DISCOUNT       ($102,700)
                                                            OPTIONAL STRATEGIC DISCOUNT*      ($ 61,620)

                                                                   NET TOTAL CDPD PRICE*       $255,384
</TABLE>

     * Net Total CDPD Price is valid for purchase under Amendment No. 1 only
          provided, that Amendment No. 1 is executed on or before 12/21/95.
       Each XLIU supports a maximum of 12 cell sites and a maximum of 250 TEIs.
       Each cell site supports one CDPD radio.


                                         A-13
<PAGE>











                                   MISSOURI / KANSAS

                                   EQUIPMENT PURCHASE












<PAGE>













                                   DMS-MTX CELLULAR


                                   SUPPLY AGREEMENT


                                       BETWEEN


                          DOBSON COMMUNICATIONS CORPORATION


                                         AND


                                NORTHERN TELECOM INC.



<PAGE>


<TABLE>
<CAPTION>

                                  TABLE OF CONTENTS
SECTION                                                                    PAGE
--------                                                                   -----
<S>                                                                        <C>
1.     DEFINITIONS                                                           1
2.     SCOPE                                                                 4
3.     PURCHASE ORDERS                                                       5
4.     PRICE                                                                 5
5.     PAYMENT                                                               6
6.     DELIVERY, RISK OF LOSS, TITLE                                         8
7.     WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES AND                 9
       REMEDIES AND DISCLAIMERS OF WARRANTIES AND LIABILITY
8.     FORCE MAJEURE                                                        12
9.     PATENT OR COPYRIGHT INFRINGEMENTS                                    12
10.    SOFTWARE LICENSE                                                     13
11.    SOFTWARE UPDATES                                                     15
12.    REMEDIES                                                             15
13.    BUYER'S RESPONSIBILITIES                                             16
14.    TESTING, TURNOVER AND ACCEPTANCE                                     18
15.    COVERAGE, INTERFERENCE AND THIRD-PARTY FACILITIES                    18
16.    REGULATORY COMPLIANCE                                                19
17.    CHANGES                                                              19
18.    CONDITION OF INSTALLATION SITE(S)                                    21
19.    RELEASE OF INFORMATION                                               21
20.    CONFIDENTIALITY                                                      21
21.    INTERCONNECTION TO SWITCH                                            22
22.    EQUIPMENT CHANGES                                                    23
23.    ANNEXES                                                              23
24.    GENERAL                                                              23


ANNEXES
--------
ANNEX 1   -    EQUIPMENT AND SERVICES PRICING
ANNEX 2   -    STATEMENT OF WORK/SAMPLE PROJECT SCHEDULE
ANNEX 3   -    DMS-MTX ACCEPTANCE CRITERIA
ANNEX 4   -    TURNOVER AND ACCEPTANCE NOTICES
ANNEX 5   -    SELLER WARRANTY SERVICES
ANNEX 6   -    SOFTWARE LICENSE
ANNEX 7   -    DOCUMENTATION
</TABLE>

                                          i






<PAGE>

                               DMS-MTX CELLULAR

                               SUPPLY AGREEMENT


AGREEMENT dated December 6, 1995, by and between Dobson Communications
Corporation (hereinafter referred to as "Buyer") a Oklahoma corporation, with
offices located at 13439 North Broadway Extension, Suite 200, Oklahoma City,
Oklahoma 73114 and Northern Telecom Inc., a Delaware corporation with offices
located at 2435 N. Central Expressway, Richardson, Texas 75080 (hereinafter
referred to as "NTI" or "Seller").


                                  WITNESSETH:

In consideration of the mutual promises and covenants hereinafter set forth,
the parties hereby agree as follows:

1.      DEFINITIONS

        As used herein, the following capitalized terms have the following
        meanings:

1.1     "CELL SITE" shall mean any Seller-engineered Hardware and Software
        comprised of Seller radios and common equipment, but not Switch or
        Switch-related equipment.

1.2     "COMMISSIONING" shall mean the on-site testing of Equipment installed
        by Seller in accordance with Seller's Acceptance Criteria set forth in
        Annex 3 hereof.

1.3     "DOCUMENTATION" shall mean System documentation, whether in written or
        electronic form, delivered to Buyer in the medium set forth in Buyer's
        Purchase Order, such media being more fully described in Annex 7,
        "Documentation." All Documentation delivered to Buyer shall be subject
        to any copyright and confidentiality restrictions.


                                       1

<PAGE>

1.4     "EQUIPMENT" shall mean either singularly or collectively the
        NTI-manufactured Hardware and Software products provided hereunder.
        The terms of this Agreement applicable to "Equipment" shall also be
        deemed to apply to OEM Equipment, unless otherwise expressly excluded
        in this Agreement and subject to the limitations set forth in
        Section 2.1.4 hereof.

1.5     "EXPANSION" shall mean Equipment (which may in certain circumstances
        include a Cell Site) added to a System after Turnover that is beyond
        the wired-for System capacity as provided in its original
        configuration, and which Equipment requires Seller engineering and
        Installation/Commissioning Services.

1.6     "HARDWARE" shall mean the NTI hardware components listed in Annex 1 as
        may comprise a System, an Expansion, a Cell Site, or Merchandise.

1.7     "INITIAL PURCHASE" shall mean the Equipment, Installation, and
        Services specifically identified in Annex 1, being initially purchased
        by Buyer hereunder.

1.8     "INSTALLATION" shall mean the installation of Equipment by Seller.

1.9     "INSTALLATION SITE" shall mean the location (contiguous United States)
        specified in Buyer's Purchase Order for Installation of a Switch
        and/or Cell Sites.

1.10    "MERCHANDISE" shall mean miscellaneous components of Hardware, with
        respect to which no engineering, Installation, or Commissioning are to
        be provided by Seller.

1.11    "OEM EQUIPMENT" shall mean miscellaneous items of non-NTI equipment
        made available for sale to Buyer by Seller under this Agreement, not
        integrated into the Hardware during the manufacturing process.

1.12    "PROJECT SCHEDULE" shall mean those delivery, installation and/or
        in-service dates, as applicable, proposed by Buyer and accepted by
        Seller.


                                       2

<PAGE>

1.13   "PURCHASE ORDER" shall mean any Purchase Order issued by Buyer
        hereunder to Seller pursuant to Section 3 of this Agreement.

1.14    "SERVICES" shall mean those services performed by Seller under this
        Agreement.

1.15    "SHIP DATE" shall mean the scheduled date agreed upon by Buyer and
        Seller as the date on which the appropriate Equipment shall be shipped.

1.16    "SOFTWARE" shall mean the proprietary and/or third party software
        computer programs (consisting of firmware and logic instructions in
        machine-readable code residing in, or intended to be loaded in System
        memories which provide basic logic, operating instructions and
        user-related application instructions, but excluding customer data)
        as well as associated documentation used to describe, maintain and use
        the programs which are integral to any Hardware furnished to Buyer.
        Any reference herein to Equipment or Software being "sold,"
        "purchased" or the like is understood to be a reference in fact to the
        program being licensed.

1.17    "SPECIFICATIONS" shall mean the specifications and performance
        standards of the Hardware, Software and System as set forth in the
        applicable sections of NORTHERN TELECOM PRACTICES ("NTPs"),
        incorporated herein by reference. Seller shall have the right, at its
        sole discretion to modify, change or amend the Specifications at any
        time during the term of this Agreement.

1.18    "SWITCH" shall mean any one of the DMS-MTX family of switching
        components.

1.19    "SYSTEM" shall mean the combination of a Switch and one or more Cell
        Sites furnished hereunder requiring Seller engineering and
        Installation/Commissioning Services.

1.20    "TERM" shall mean the period commencing on the date first set forth
        above (hereinafter "Effective Date") and ending three (3) years
        therefrom, unless terminated earlier in accordance with the terms and
        conditions hereof, or unless extended by the mutual written consent of
        the parties hereto.


                                       3

<PAGE>

1.21    "TURNOVER" shall mean that time when Seller has completed Installation
        and Commissioning of a Switch, Cell Site or Expansion and turns over
        such equipment for Buyer's placing into service.

1.22    "WARRANTY PERIOD" shall mean:

1.22.1  With respect to the Hardware engineered, furnished and installed by
        Seller, a period of twelve (12) consecutive months from the date of
        Turnover.

1.22.2  With respect to Cell Sites not installed by Seller, thirteen (13)
        consecutive months from the shipment date.

1.22.3  With respect to the Software, a period of twelve (12) consecutive
        months from the date of Turnover.

1.22.4  With respect to Merchandise, a period of ninety (90) consecutive days
        from the shipment date of that Merchandise.

2.      SCOPE

2.1     During the Term, in accordance with an appropriate Purchase Order
        issued by Buyer for Equipment and/or Services, Seller shall:

2.1.1   engineer, deliver, install (or have installed) and Commission the
        Equipment for use in the continental United States;

2.1.2   grant to Buyer a nonexclusive license to use all Software associated
        with, and integral to, Hardware purchased by Buyer hereunder, which
        license shall continue beyond the Term, in accordance with Annex 6
        attached hereto;

2.1.3   carry out the installation of Equipment at the applicable
        Installation Site substantially in accordance with the Sample Project
        Schedule set forth in Annex 2 and in accordance with the relevant
        Purchase Orders;

2.1.4   furnish OEM Equipment to Buyer at prices to be quoted by Seller and
        in accordance with such OEM vendor's then current terms, conditions
        and specifications.


                                       4

<PAGE>

3.      PURCHASE ORDERS

3.1     Each Purchase Order for Equipment and/or Services issued during the
        Term of this Agreement, or as it may be extended, shall be governed by
        the terms and conditions of this Agreement, and shall incorporate
        these terms and conditions by reference. Buyer hereby expressly agrees
        that except for non-conflicting administrative terms as provided
        below, any additional or preprinted terms or conditions on the
        applicable Purchase Order, shall be null, void and of no effect. Each
        such Purchase Order shall specify:

3.1.1   The description of the ordered Equipment and/or Services, including
        any identification referenced in the price list herein attached as
        Annex 1;

3.1.2   Requested place and date of delivery as previously agreed by Seller;

3.1.3   Applicable Price for the ordered Equipment and/or Services as set
        forth in Annex 1 or as may be separately quoted by Seller from time to
        time;

3.1.4   Price for Equipment engineering, installation and testing to be quoted
        by Seller, together with a mutually agreed Installation and Turnover
        schedule;

3.1.5   Installation Site(s) where applicable;

3.1.6   Other appropriate information as may be required by Seller necessary
        to fill the Purchase Order such as Buyer's floor plan and frequency
        plan; and

3.1.7   Location to which the applicable invoice shall be rendered for payment.

3.2     Any Purchase Order issued by Buyer and not rejected in writing within
        ten (10) business days after receipt by Seller shall be deemed
        accepted.

4.      PRICE

4.1     The price ("Price") for any Equipment shall consist of (i) unit list
        prices for Hardware and Merchandise, as set forth in Annex 1; (ii)
        license fees to use the Software associated with such Hardware, as set
        forth in Annex 1; and (iii) for OEM Equipment and Services, the Prices
        as may be quoted by Seller from time to time.


                                       5

<PAGE>

4.2     Unless otherwise specified, the Prices set forth in Annex 1 are
        exclusive of Seller's charges for any Services associated therewith.

4.3     The Prices are exclusive of any taxes, which shall be the
        responsibility of Buyer pursuant to Section 5.4 hereof.

5.      PAYMENT

5.1     With respect to Purchase Orders for Equipment that include
        Installation Services therefor, delivery of which Equipment is taken
        by Buyer on or before December 31, 1995, Buyer shall pay to Seller the
        appropriate Price in accordance with the following schedule:

5.1.1   20% of the Purchase Order Price payable upon execution of this
        Agreement by the parties.

5.1.2   10% of the Purchase Order Price shall be invoiced by Seller upon
        shipment of the Switch in the case of a System Installation or, in the
        case of an Expansion or Cell Site installation, upon shipment of the
        major components to the Installation Site. Such payment shall be paid
        to Seller within thirty (30) days following the date of Seller's
        invoice therefor.

5.1.3   50% of the Purchase Order Price shall be invoiced by Seller upon the
        date of Turnover. Such payment shall be paid to Seller within thirty
        (30) days following the date of Seller's invoice therefor.

5.1.4   20% of the Purchase Order Price shall be invoiced by Seller after
        Acceptance of the Equipment as defined in Article 14 herein. Such
        payment shall be paid to Seller within thirty (30) days following the
        date of Seller's invoice therefor.

5.2     With respect to Purchase Orders for Equipment that include
        Installation Services therefor, delivery of which Equipment is taken
        by Buyer after December 31, 1995, Buyer shall pay to Seller the
        appropriate Price in accordance with the following schedule:

5.2.1   20% of the Purchase Order Price payable upon Seller's acceptance of
        Buyer's Purchase Order.


                                       6

<PAGE>

5.2.2   50% of the Purchase Order Price shall be invoiced by Seller upon
        shipment of the Switch in the case of a System Installation or, in the
        case of an Expansion or Cell Site installation, upon shipment of the
        major components to the Installation Site. Such payment shall be paid
        to Seller within thirty (30) days following the date of Seller's
        invoice therefor.

5.2.3   20% of the Purchase Order Price shall be invoiced by Seller upon the
        date of Turnover. Such payment shall be paid to Seller within thirty
        (30) days following the date of Seller's invoice therefor.

5.2.4   10% of the Purchase Order Price shall be invoiced by Seller after
        Acceptance of the Equipment as defined in Article 14 herein. Such
        payment shall be paid to Seller within thirty (30) days following the
        date of Seller's invoice therefor.

5.3     Any additional monies that become due to Seller (including, without
        limitation, Merchandise orders, Service orders, such items as are
        described in Section 5.4, Equipment purchases wherein Installation is
        not provided by Seller, and OEM Equipment not part of the original
        System order) shall be invoiced one hundred percent (100%) upon
        shipment, or upon completion of Services performed, and paid to Seller
        by Buyer within thirty (30) days of Seller's invoicing Buyer therefor.
        In the case of a phased Installation, or if portions of an
        Installation are delayed due to no fault of Seller, Seller may invoice
        on a per Installation Site basis upon completion of the applicable
        milestone event.

5.4     All past due amounts (collectively, "Past Due Amounts") shall bear
        interest at the rate of one and one-half percent (1 1/2%) per month
        (or such lesser rate as may be the maximum permissible rate under
        applicable law), beginning with the date on which the applicable Past
        Due Amount was due and payable.

5.5     Except for any franchise tax or any tax assessed on Seller's net
        income, Buyer shall pay to Seller the amount of any sales and/or use
        tax, duty, excise tax, fee or similar charges which Seller may be
        required to pay because of its performance of this Agreement. Personal
        property taxes


                                       7

<PAGE>

        assessable on the Equipment shall be the responsibility of Buyer. To the
        extent Seller is required by law to collect such taxes (state or local),
        one hundred percent (100%) thereof shall be added to invoices as
        separately stated charges and paid in full by Buyer, unless the Buyer is
        exempt from such taxes and furnishes Seller with a certificate of
        exemption prior to issuance of invoice in a form reasonably acceptable
        to Seller. Buyer shall hold Seller harmless from any and all subsequent
        assessments levied by a proper taxing authority for such taxes,
        including any interest, penalties or late charges due to Buyer's failure
        to perform hereunder.

5.6     Until the total Price for each Purchase Order is paid to Seller, Seller
        shall retain and Buyer hereby grants to Seller a purchase money security
        interest in the Equipment, as applicable, and Buyer shall cooperate with
        Seller in perfecting such interest.

5.7     Prior to payment in full of the Price and all additional monies due to
        Seller, without written permission of Seller, Buyer shall not sell or
        lease Equipment purchased by it, or assign any license to use the
        Software, or allow any liens or encumbrances to attach to any such
        Equipment, or remove such Equipment or Software from the Installation
        Site (if applicable).

5.8     Seller reserves the right to require reasonable assurances of payment by
        Buyer, e.g., funded financing by a financial institution acceptable to
        Seller or letter of credit from a reputable bank provided by Buyer to
        Seller not later than thirty (30) days prior to the scheduled Ship Date.
        Seller may, from time to time, evaluate Buyer's credit standing, and on
        that basis, establish a credit limit to accommodate Buyer's issuance of
        Purchase Orders as herein provided. Buyer shall provide any reasonable
        assistance requested by Seller necessary for Seller to make such
        evaluation.

6.      DELIVERY, RISK OF LOSS, TITLE

6.1     Equipment shall be shipped F.O.B. the place of shipment with freight
        charges prepaid and invoiced back to Buyer, except that in the case of a
        Switch purchase or a Cell Site purchase that includes the E, F, and I


                                       8

<PAGE>

        option, Seller will be responsible for freight charges. Seller will
        select the method and common carrier for shipment unless otherwise
        specified by Buyer on the Purchase Order, in which case, Buyer will be
        responsible for any additional premium freight charges.

6.2     Title and risk of loss or damage to any Equipment furnished by Seller
        to Buyer in accordance with this Agreement shall pass to Buyer at the
        point and on the date of shipment. Seller warrants to Buyer that such
        title shall be good and clear title, free and clear of all liens and
        encumbrances. THE FOREGOING NOTWITHSTANDING, TITLE TO SOFTWARE SHALL
        NOT PASS TO BUYER AT ANY TIME.

6.3     Not later than thirty (30) days prior to the earliest Ship Date
        relating to any of the items covered by the applicable Purchase Order
        Buyer may notify Seller that Buyer (i) does not wish to receive
        shipment of any Equipment on the date set forth in such Purchase
        Order, or (ii) that Buyer's facilities are not prepared pursuant to
        Annex 2 hereof in sufficient time for Seller to make delivery pursuant
        to the date set forth in the applicable Purchase Order. In such case
        Seller shall have the right to place such Equipment in storage and
        Buyer shall be liable for all additional transportation, demurrage,
        loading, storage, and associated costs thereby incurred by Seller. The
        shipment of Equipment to a storage location as provided in this
        Section 6.3 shall be deemed to constitute shipment of the Equipment
        for purposes of invoicing, passage of title and risk of loss, and
        commencement of the Warranty Period.

7.      WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES AND REMEDIES AND
        DISCLAIMERS OF WARRANTIES AND LIABILITY

7.1     HARDWARE AND SERVICES WARRANTY

7.1.1   Seller warrants that during the Warranty Period, the Hardware
        furnished under this Agreement shall be free from defects in material
        and workmanship, and shall conform to the applicable portions of the
        Specifications, and that the Services furnished under this Agreement
        shall be performed in a professional and workmanlike manner. Any and
        all


                                       9

<PAGE>

        claims for breach of this warranty are conclusively deemed waived unless
        made during the Warranty Period.  Performance of Seller's obligations
        hereunder shall not extend the Warranty Period, except that any Hardware
        and/or Services repaired, replaced or corrected during the Warranty
        Period shall continue to be warranted for the balance of the Warranty
        Period.

7.1.2   Seller's sole obligation and Buyer's exclusive remedy under this
        warranty are limited to the replacement or repair, at Seller's option,
        of the defective component of the Hardware, or the correction of the
        faulty Services.  Such replacement Hardware may be new or reconditioned
        to perform as new, at Seller's option.  Buyer shall bear the risk of
        loss and damage and all transportation costs for defective Hardware
        shipped to Seller; and Seller shal bear the risk of loss and damage and
        all transporation costs for replacement Hardware shipped to Buyer.
        Title to defective or replacement Hardware shall pass to Seller or
        Buyer, as appropriate, upon receipt thereof.

7.2     SOFTWARE WARRANTY

        Seller warrants that, proived the Software is not altered by Buyer, and
        provided the Software is used in conjunction with the DMS-MTX Hardware
        purchased under this Agreement ane such Hardware has been maintained in
        accordance with Seller's recommended maintenance procedures, the
        Software shall function during the Warranty Period without defects which
        materially affect Buyer's use of the Software in accordance with
        Seller's Specifications for the Software.  In the event the Software
        fails to so perform and Buyer's use of the System is materially affected
        by such failuer, Buyer's exclusive remedy under this warranty is to
        require Seller to correct such failure and such remedy is conditioned
        upon Seller's receiving written notice within the Warranty Period (or
        oral notice promptly confirmed in writing) of such failure.  The
        correction of any Software failure shall not extend the Software
        Warranty Period.


                                          10
<PAGE>


7.3     RESPONSE SERVICES/TIME

7.3.1   During the Warranty Period, Seller's technical assistance service
        ("TAS") department shall provide reasonable assistance in the
        investigation and resolution of service affection problems.  If such
        assitance is requested by Buyer, Buyer agrees to follow Seller's
        standard policies and procedures related to such TAS services as set
        forth in Annex 5, "Seller Warranty Services." The Hardware Warranty
        Period shall include TAS only to the extent that any TAS services
        provided under the Switch warranty also apply to Hardware operating in
        conjuction with the applicable Switch.  For routine warranty service
        situations, Seller shall ship replacement or repaired Hardware (or
        components thereof) within thirty (30) days of receipt of the defective
        Hardware (or components thereof) from Buyer.

7.3.2   For emergency warranty service situations, Seller shall, during the
        Warranty Period, use all reasonable efforts to ship replacement Hardware
        (or components thereof) within twenty-four (24) hours of notification of
        the warranty defect by Buyer. Buyer shall pay to Seller the surcharge
        set forth in Annex 5, for such expedited shipment of placement Hardware.
        Buyer shall ship the defective Hardware to Seller within thirty (30)
        days of receipt of the replacement Hardware.  In the event Seller fails
        to receive such defective Hardware within such thirty (30) day period,
        Seller shall invoice Buyer for the replacement Hardware at then-current
        price in effect therefor.  For the purpose of this Agreement, an
        emergency shall be deemed to exist upon the occurence of a Priority E1
        or E2 problem, as defined as Annex 5.

7.4     THE WARRANTIES AND REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY
        WARRANTIES WITH RESPECT TO THE EQUIPMENT AND SERVICES PROIVDED, AND
        BUYER'S EXCLUSIVE REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED.
        THEY ARE IN LIEU OF ALL OTHER WARRANTIES WRITTEN AND ORAL, STATUTORY,
        EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF
        MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
        SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
        DAMAGES OF ANY


                                          11
<PAGE>

        NATURE WHATSOEVER.  BUYER ACKNOWLEDGES THAT THE SWITCH COMPONENT BEING
        PROVIDED UNDER THIS AGREEMENT IS USED.

7.4.1   Seller's obligations udner this article 7 shall not apply to (i)
        Equipment or components thereof such as fuses and bulbs that are
        normally consumbed in operation, or have a normal life inherently
        shorter than the Warranty; (ii) defects that are a result of improper
        storage, installation, use, maintenance or repair by the Buyer
        (including, without limitation, operation of the Equipment outside the
        environmental parameters defined in the Specifications); (iii) improper
        operation of Equipment with other hardware used by Buyer, including the
        operation of Equipment with hardware not authorized by Seller for use
        with the Equipment, or use of the Equipment with any improperly
        operating equipment not supplied by Seller under this Agreement; (iv)
        Equipment or components thereof that due to no fault of Seller have been
        subjected to any other kind of misuse or detrimental exposure or have
        been involved in an accident, fire explosion, Act of God, or any other
        cause not attributable to Seller, or (v) Equipment or INstallation
        Services altered, repaired, installed or relocated by any party other
        than Seller or Seller's agents.  For purposes of subsection (v),
        "install" shall not mean the routine plug-in of the components done in
        accordance with NTP guidelines.

7.5     OEM EQUIPMENT

7.5.1   OEM Equipment furnished under the initial Purchase Order in conjunction
        with a Switch, (e.g., terminals and printers), shall be warranted in
        accordance with the Hardware warranties set forth in Section 7.1 and
        handled through Seller's Repair and Return department.  With respect to
        all other OEM items ordered by Buyer, Buyer shall receive the warranties
        for such OEM Equipment directly from such OEM venders.  Except for the
        warranty of title extended in Section 6.2 hereof, the warranties
        provided in this Section 7.5 are Buyer's sole and exclusive remedy
        against Seller with respect to OEM Equipment provided under this
        Agreement.


                                          12

<PAGE>

8.      FORCE MAJEURE

        If the performance of this Agreement, or of any obligation hereunder
        except for the obligations set forth in Article 5 is prevented,
        restricted or interfered with by reason of fires, breakdown of plant,
        labor disputes, embargoes, government ordinances or requirements, civil
        or military authorities, acts of God or of the public enemy, acts or
        omissions of carriers, inability to obtain necessary materials or
        services from suppliers, or other causes beyond the reasonable control
        of the party whose performance is affected, then the party affected,
        upon giving prompt notice to the other party, as set forth in Section
        24.2 shall be excused from such performance on a day-for-day basis to
        the extent of such prevention, restriction, or interference (and the
        other party shall likewise be excused from performance of its
        obligations on a day-for-day basis to the extent such party's
        obligations relate to the performance so prevented, restricted or
        interfered with); provided that the party so affected shall use
        reasonable efforts to avoid or remove such causes of non-performance and
        both parties shall proceed to perform their obligations with dispatch
        whenever such causes are removed or cease.

9.      PATENT OR COPYRIGHT INFRINGEMENTS

9.1     Seller agrees to indemnify Buyer with respect to any suit, claim, or
        proceeding brought against Buyer alleging that Buyer's use of the
        Equipment constitutes an infringement of any United States patent or
        copyright.  Seller agrees to defend Buyer against any such claims and to
        pay all litigation costs, reasonable attorney's fees, settlement
        payments and any damages awarded in any final judgment arising from
        such suit, claim or proceeding; provided, however, that Buyer shall
        promptly advise Seller of any such suit, claim, or proceeding and shall
        cooperate with Seller in the defense or settlement of such suit, claim
        or proceeding and provided Seller shall have sole control thereof.

9.2     In the event that an injunction is obtained against Buyer's use of
        Equipment arising from such patent or copyright suit, claim or
        proceeding, in whole or in part, Seller shall, at its option, either:
        (i) procure for Buyer the right to continue using the portion of a
        System enjoined from use; or (ii)


                                          13
<PAGE>

        replace or modify the same so that Buyer's use is not subject to any
        such injunction.

9.3     In the event that Seller cannot perform under Section 9.2, Buyer shall
        have the right to return such Equipment or portion thereof to Seller
        upon written notice to Seller and in the event of such return, neither
        party shall have any further liabilities or obligations under this
        Agreement, except that Seller shall refund the depreciated value of any
        such Equipment or portion thereof as carried on the Buyer's books at the
        time of such return.

9.4     Seller's indemnity obligations under Section 9.1 shall not apply to
        infringement claims (i) arising from any portion of the Equipment that
        is manufactured to Buyer's design, or (ii) arising from the use of the
        Equipment in combination with any other apparatus or material not
        supplied by Seller to the extent that the claims arise from such
        combination usage.

9.5     The foregoing states the entire liability of Seller for patent or
        copyright infringement by the Equipment.  Seller shall have no liability
        whatsoever for any patent or copyright infringement arising from Buyer's
        use of the OEM Equipment, and Seller makes no warranty with respect
        thereto.

10.     SOFTWARE LICENSE

10.1    With respect to Equipment containing Software acquired under this
        Agreement, Buyer is hereby granted a non-exclusive license to use the
        Software in accordance with the terms set forth in Annex 6, "Software
        License."  Buyer is granted no title or ownership rights to the
        Software, which rights shall remain in Seller or Seller's suppliers as
        appropriate.  An initial Software license fee paid by Buyer shall not
        cover charges for future Software releases as contemplated in Section
        11, and which fees are set forth in Annex 1.

10.2    From time to time Seller may, at its discretion, offer to license, at
        variable fees, optional Software features to Buyer for use on Buyer's
        System.  Such variable fees shall be calculated on the basis of
        measurable units of


                                          14
<PAGE>

        usage. The criteria for measurement may vary from feature to feature,
        but will consist of units that may be quantified, such as, by way of
        example and not limitation, radios (voice channels), effective traffic
        channels, cell sites or subscribers (hereinafter "measurable units").
        For purposes of this Article 10, "System" shall mean, in addition to the
        definition set forth in Section 1.18 hereof, Buyer's DMS-MTX and all
        interconnected cell sites.

10.2.1  A list of Seller's current variable license fee offerings is included in
        Annex 1, as amended from time to time.  Seller shall notify Buyer of any
        price increases affecting such features not later than sixty (60) days
        prior to the effective date.  All such updates to Annex 1 shall be
        provided to Buyer under separate cover and shall be deemed to be
        incorporated herein by reference.  The fees for all such features shall
        be subject to a minimum charge as determined for each individual
        Software feature; however, the total fees for each individual Software
        feature based on the total number of such measurable units quantified
        during the duration of the Software license will not aggregately exceed
        the then-current fixed rate price for that particular feature.  Buyer,
        at its option, may license such Software features at the applicable
        fixed-rate price.

10.2.2  In the event Buyer elects to license certain Software features on a
        measurable unit basis as described hereinabove, Buyer hereby gives
        Seller the right to audit Buyer's System either remotely or visually, or
        some combination thereof, for purposes of determining such unit
        quantities.  Seller shall conduct an audit at the time the applicable
        Software is loaded onto Buyer's DMS-MTX to determine the initial
        quantity of measurable units.  Thereafter, Seller shall have the right
        to audit Buyer's System on an annual basis as set forth herein.
        Following each annual audit, Buyer shall be invoiced for any additional
        measurable units as compared with the preceding twelve-month period
        total.  No license fees shall be pro rated because of usage of any
        additional measurable units during any portion of the preceding
        twelve-month period.  Payment shall be made to Seller by Buyer for all
        license fees and associated taxes in accordance with Article 5 of this
        Agreement.  Seller's right to audit and invoice Buyer in accordance with
        this Section 10.2 hereof for measurable units added following the
        expiration of the Agreement shall survive the term of the Agreement.


                                           15




<PAGE>

10.3    The obligations of Buyer under this Article 10 and Annex 6 shall
        survive the termination of this Agreement, regardless of the cause of
        termination.

11.     SOFTWARE UPDATES

11.1    The license fees set forth in Annex 1 for additional Software releases
        assume that Buyer's System is operating on Software at the same level
        of maintainability as set forth in Section 11.3 hereof. Otherwise,
        retrofitting features from a new release onto Buyer's System shall be
        considered and quoted by Seller on a case-by-case basis. Additionally,
        future Hardware purchases may require the support of a then-current
        Software load.

11.2    Any such Software release may require the purchase of additional
        Hardware by Buyer.

11.3    If Buyer elects to remain on a prior Software release, Seller's sole
        obligation hereunder shall be to make available maintenance for the
        Software for the previous two consecutive releases from the
        then-current, Seller-numbered release (i.e., numbered Software load).

12.     REMEDIES

12.1    Seller shall have the right to suspend its performance under this
        Agreement by written notice to the Buyer and forthwith remove and take
        possession of any portion of the Equipment that has been delivered if
        the Buyer, prior to payment to Seller of the Price, shall become
        insolvent or bankrupt, make a general assignment for the benefit of, or
        enter into any arrangement with creditors, file a voluntary petition
        under any bankruptcy, insolvency, or similar law, or have proceedings
        under any such laws or proceedings seeking appointment of a receiver,
        trustee or liquidator instituted against it which are not terminated
        within thirty (30) days of such commencement.

12.2    In the event of any material breach of this Agreement by either party
        which shall continue for thirty (30) or more days after written notice
        of such breach (including a reasonably detailed statement of the nature
        of such


                                         16

<PAGE>

        breach) shall have been given to the breaching party by the aggrieved
        party, the aggrieved party shall be entitled at its option:

12.2.1  if the aggrieved party is the Buyer, to suspend its performance under
        Article 5 of the Agreement for so long as the breach continues
        uncorrected or;

12.2.2  if the aggrieved party is Seller, to suspend performance of all of
        its obligations under the Agreement for so long as the breach
        continues uncorrected or;

12.2.3  to avail itself of any and all remedies available at law or equity
        whether or not it elects to suspend its performance under
        Section 12.2.1 or 12.2.2 as applicable.

12.3    NOTWITHSTANDING THE PROVISIONS OF SECTION 12.2, OR ANY OTHER
        PROVISION OF THIS AGREEMENT, SELLER SHALL NOT BE LIABLE FOR
        INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE
        WHATSOEVER FOR ANY ACTION ARISING UNDER THIS AGREEMENT.

12.4    Any action for breach of this Agreement or to enforce any right
        hereunder shall be commenced within two (2) years after the cause of
        action accrues or it shall be deemed waived and barred (except that
        any action for nonpayment may be brought at any time permitted by
        applicable law).

13.     BUYER'S RESPONSIBILITIES

13.1    With respect to Equipment Installation, Buyer agrees that certain
        duties shall be performed by the Buyer in a timely and proper fashion
        as a condition precedent to Seller's obligations hereunder,
        including, but not by way of limitation, those responsibilities
        designated in Annex 2 (Statement of Work) as being the Buyer's, and
        the following:

13.2    Buyer shall prepare the Installation Site(s) in accordance with
        Seller's requirements for the Equipment as further set forth herein
        and in Annex 2, no later than by the project dates as stated in
        Purchase Order(s) accepted by Seller pursuant to the terms of this
        Agreement.


                                       17

<PAGE>

13.3    Buyer, at its expense, shall obtain all necessary local and federal
        government permits applicable to a cellular telecommunications system
        installation and operation (excluding any applicable permits required
        in the normal course of Seller's doing business). Buyer understands
        and agrees that all site engineering (including cell sites)
        architectural work, civil work and supervision thereof, site
        selection engineering, propagation engineering, environmental
        approvals and rights-of-way are the responsibility of Buyer.

13.4    Buyer shall Insure that only qualified technicians shall perform any
        maintenance and/or repair to the Equipment during the Warranty
        Period, which maintenance and/or repair shall be confined to routine
        tasks performed in accordance with Seller provided specifications.

14.     TESTING, TURNOVER AND ACCEPTANCE

14.1    On completion of Installation of Equipment installed by Seller,
        Seller shall provide Buyer five (5) days prior written notification
        that such Equipment is ready for Commissioning. Following such
        notification, Buyer agrees to have a representative present to
        witness and acknowledge completion of such testing. Seller shall test
        the Equipment in accordance with its standard testing procedures to
        determine Equipment conformity with the standards and specifications
        (hereinafter "Acceptance Criteria") of the applicable Seller
        installation manuals as referenced in Annex 3, "DMS-MTX Acceptance
        Criteria," as may be amended from time to time.

14.2    On the date that such Commissioning has been successfully completed,
        Seller shall turn the Equipment over to Buyer ("Turnover"). On the
        date of Turnover, Buyer shall complete and return to Seller the
        "Turnover Notice" as described in Annex 4.

14.3    For purposes of this Agreement, the occurrence of any of the
        following shall be deemed to constitute "Acceptance" of the Equipment:

14.3.1  Within fifteen (15) days following the date of Turnover, Buyer shall
        either accept the Equipment in writing as provided in Annex 4,
        "Acceptance


                                       18

<PAGE>

        Notice," or notify Seller in writing specifying in reasonable detail
        those particulars in which the Equipment does not meet the Acceptance
        Criteria. With respect to any such particulars, Seller shall promptly
        proceed to take corrective action, and following correction, Buyer
        shall accept the Equipment in writing.

14.3.2  The failure of Buyer to notify Seller within fifteen (15) days after
        Turnover (or, in the case of correction, fifteen [15] days following
        such correction) of any particulars in which the Equipment does not
        meet the Acceptance Criteria, or the use by Buyer of the Equipment or
        any portion thereof in revenue-producing service at any time, shall
        be deemed to constitute Acceptance of such Equipment.

14.4    Acceptance of Equipment not installed by Seller shall be deemed to
        occur upon receipt of and inspection by Buyer.

15.     COVERAGE, INTERFERENCE AND THIRD-PARTY FACILITIES

15.1    Seller will not be responsible for radio propagation or coverage
        distance due to Buyer's design.  Seller shall not be responsible for
        any failures or inadequacies of performance resulting from equipment
        not supplied and installed by Seller or Seller's agents and
        subcontractors pursuant to this Agreement. Seller shall not be
        responsible for interference or disruption of service caused by
        operation of other radio systems, lightning, motor ignition or other
        similar interference.

15.2    In the event Buyer utilizes facilities or services supplied by others
        such as common carrier circuits or towers, Seller shall have no
        responsibility for the availability or adequacy of such services or
        facilities.

16.     REGULATORY COMPLIANCE

16.1    Seller shall use all reasonable efforts to install Equipment so that
        it shall comply in all material respects with all Federal, State, and
        local laws and regulations in force on the Effective Date of this
        Agreement, which directly impose obligations upon the manufacturer,
        Seller, or installer thereof.



                                       19
<PAGE>

16.2    The prices set forth for the Equipment described herein are based on
        Seller's design, manufacture, and delivery of the Equipment pursuant
        to its design criteria and manufacturing processes and procedures in
        effect on the Effective Date of this Agreement.  If, as a result of
        the imposition of requirements by any Federal, State or local
        government during the Term of this Agreement there is a change in
        such criteria, processes or procedure or any change in the Equipment,
        the Prices will be adjusted equitably to reflect the added cost and
        expense of such change.

17.     CHANGES

17.1    Up to ninety (90) days prior to the scheduled Ship Date (or such
        later time as is acceptable to Seller), Buyer may request Equipment
        addition(s) or deletion(s) to any original Equipment configuration.
        At any time prior to the start of Commissioning, Buyer may request
        changes to the Project Schedule or Statement of Work.  All such
        Equipment reconfigurations or changes to the Statement of Work or
        Project Schedule ("Changes") shall be subject to prior written
        approval of Seller.

17.2    Except as provided in 17.3 below, all Changes shall be documented in
        a written change order ("Change Order"), which shall be executed by
        Buyer and returned to Seller prior to implementation of the requested
        Changes.  The Change Order shall detail any adjustments to the Price,
        Statement of Work, or Project Schedule required by Seller for any
        aspect of its performance under this Agreement.

17.3    Upon written request of Buyer for a Change to the Statement of Work
        that entails additional services totaling $10,000, or less, and upon
        written acceptance thereof by Seller, Seller will proceed in good
        faith to implement such Change prior to receipt of an executed Change
        Order.  Within five (5) days following Buyer's written request, the
        parties shall agree upon an appropriate price for such Changes, all
        of which will be summarized in a subsequent Change Order and executed
        by an authorized representative of Buyer within fifteen (15) days
        following the date of the request for Change.



                                     20
<PAGE>

17.4    Calculations for any System reconfigurations prior to the Ship Date
        shall be based on Prices set forth in Annex 1, provided that (i) any
        additions shall include any necessary engineering, installation and
        testing charges and (ii) any deletions shall include applicable
        discounts, and further provided that the net cumulative amount of
        Changes shall not reduce the Price of a Purchase Order by more than
        ten percent (10%).

17.5    Subject to Section 24.1 herein, Buyer understands and agrees that the
        execution of this Agreement constitutes a firm, non-cancelable
        Purchase Order for the Initial Purchase set forth in Section 1.0 of
        Annex 1 and the training courses set out in Section 4.0 of Annex 1.
        However, for Purchase Orders for Equipment other than the Initial
        Purchase, upon written notification to Seller, Buyer may elect to
        cancel such Purchase Orders prior to shipment of Equipment in
        accordance with the following:

17.5.1  Without charge, Buyer may cancel any Purchase Order no later than
        ninety (90) days prior to the earliest scheduled Ship Date; or

17.5.2  If Buyer cancels a Purchase Order less than ninety (90) days prior to
        the earliest scheduled Ship Date, Buyer shall pay a cancellation
        charge of ten percent (10%) of the Price to Seller; or

17.5.3  If Buyer cancels a Purchase Order less than sixty (60) days prior to
        the earliest scheduled Ship Date, Buyer shall pay to Seller a
        cancellation charge of fifteen percent (15%) of the Price; or

17.5.4  If Buyer cancels a Purchase Order less than thirty (30) days prior to
        the earliest scheduled Ship Date, Buyer shall pay to Seller a
        cancellation charge of twenty percent (20%) of the Price.

17.5.5  Buyer may not cancel a Purchase Order subsequent to the Ship Date.
        The payment of such charges shall be Seller's sole remedy and Buyer's
        sole obligation for such canceled Purchase Order(s).




                                        21
<PAGE>
18.     CONDITION OF INSTALLATION SITE(S)

        Buyer warrants that the Installation Site is free from friable asbestos
        or other hazardous contamination. In the event that such contamination
        is found to be present at the Installation Site, Seller shall be
        relieved of all of its obligations hereunder until such contamination
        is removed. In the event that Buyer fails or refuses to remove such
        contamination, Seller shall have the right to remove the Equipment or
        portions thereof if already delivered and relocate the Equipment to an
        alternate site provided by Buyer and charge Buyer for (i) any
        additional delivery charges to the new Installation Site, (ii) all
        materials expended at the site including cabling, permanently affixed
        equipment, and those items which cannot reasonably be removed for use
        elsewhere, (iii) specifically ordered items requested by Buyer, and
        (iv) all labor and materials expended at the sites relating to the
        relocation using Seller's then current rates.

19.     RELEASE OF INFORMATION

19.1    Unless required by law, or as otherwise permitted under this Agreement,
        Buyer and Seller agree that the terms and conditions of this Agreement
        shall not be disclosed to any other party without the prior written
        consent of the other; provided, however, that Seller may release
        information to Northern Telecom Ltd., its research and development
        affiliates, Bell Northern Research and BNR Inc. or any wholly-owned
        subsidiaries ("Affiliate") on a need-to-know basis.

19.2    Neither Buyer nor Seller shall publish or use any advertising, sales
        promotion, press releases or publicity matters relating to this
        Agreement without the prior written approval of the other.

20.     CONFIDENTIALITY

        Buyer, Seller and Seller's Affiliates shall receive in confidence from
        each other all technical information, business information,
        documentation and expertise which is either (i) stamped or otherwise
        marked as being confidential or proprietary whether in written or
        electronic form, or (ii) if


                                         22
<PAGE>

        delivered in oral form, is summarized in a written memorandum and
        listed as being confidential ("Confidential Information") and shall
        not, except as previously authorized in writing by the other party,
        publish, disclose or make use of such information (except as required
        by law and after notice to the other party), unless and until the
        Confidential Information shall have ceased to be proprietary as
        evidenced by general public knowledge or shall have been legally
        acquired by such party. This prohibition against disclosure,
        publication or use of Confidential Information shall not restrict
        either party from developing similar information in the exercise of its
        own technical skill, so long as such other information is independently
        developed by such party without making use of Confidential Information.

21.     INTERCONNECTION TO SWITCH

21.1    Buyer understands that Equipment purchased hereunder does not
        necessarily provide Buyer with a complete cellular telecommunications
        System. In some cases, Buyer may intend to interconnect the Equipment
        to an NTI DMS-MTX switch component, which switch component, and the
        facilities for interconnection, may not be included in Buyer's Purchase
        Order. In the event that Buyer interconnects such Equipment to an NTI
        DMS-MTX switch not a part of a complete System purchase (hereinafter
        "Host Switch"), it is understood and agreed that the making and
        maintaining of all necessary arrangements (whether commercial, legal or
        otherwise) with the supplier of such NTI DMS-MTX switch component,
        including not only arrangements necessary to permit the timely
        performance by Seller of its responsibilities under this Agreement,
        (e.g., physical and remote dial-up access to the Host Switch for
        installation and services purposes), but also any arrangements
        necessary for the ongoing operation of the Equipment in conjunction
        with the Host Switch, shall be solely the responsibility of Buyer, and
        failure by Buyer to timely make or maintain, any necessary arrangements
        shall not excuse Buyer from its obligations under this Agreement.
        Seller shall have no responsibility whatsoever under this Agreement for
        the proper performance of the Host Switch or for any failures of the
        Equipment resulting from improper performance of the Host Switch.


                                         23
<PAGE>

21.2    Buyer further acknowledges and agrees that the proper operation of the
        Equipment and/or the availability of optional Software features, is
        dependent upon having the appropriate Software Release Load operating
        on the Host Switch.

 22.    EQUIPMENT CHANGES

        With respect to any Purchase Order issued under this Agreement,
        notwithstanding any other provisions contained in this Agreement,
        Seller has the right, without prior approval from or notice to Buyer,
        to make changes in the Equipment in whole or in part, or in the related
        Specifications or other related documentation, or to substitute
        products of later design at any time prior to delivery thereof,
        provided that such changes do not adversely affect performance or
        function. Seller is not obligated to make any such changes in items of
        the Equipment previously delivered.

23.     ANNEXES

        The following Annexes shall form an integral part of this Agreement as
        though written out in full in this Agreement:

            Annex 1  -  Equipment and Services Pricing

            Annex 2  -  Statement of Work/Sample Project Schedule

            Annex 3  -  DMS-MTX Acceptance Criteria

            Annex 4  -  Turnover and Acceptance Notices

            Annex 5  -  Seller Warranty Services

            Annex 6  -  Software License

            Annex 7  -  Documentation

            Annex 8  -  RF Engineering Services

24.     GENERAL

24.1    This Agreement shall become effective upon execution by both parties;
        however, Seller agrees that if the cellular licenses purchased from TDS
        by Buyer are not transferred to Buyer by the last day of February,
        1996, Buyer shall have the right to terminate this Agreement and shall
        compensate


                                         24

<PAGE>

        Seller for Seller's reasonable expenses incurred in the performance
        of this Agreement up to the date of termination.

24.2    Buyer may assign or transfer this Agreement or any rights hereunder to
        any other party only with the prior written consent of Seller. No
        assignment or sublicense of or under this Agreement, or of any rights
        under this Agreement, by Buyer, shall relieve Buyer of primary
        responsibility for performance of Buyer's obligations under this
        Agreement. Seller reserves the right to refuse to honor any assignment
        or sublicense which, in the opinion of its legal counsel, would
        require it to violate any United States export restriction, other law,
        or regulation. Seller reserves the right to subcontract any portion of
        its obligation under this Agreement, but no such subcontract shall
        relieve Seller of primary responsibility for performance of Seller's
        obligations under this Agreement.

24.3    Notices and other communications shall be transmitted in writing by
        Certified U.S. Mail, postage prepaid, return receipt requested,
        addressed to the parties as follows:

        Northern Telecom Inc.                 Dobson Communications Corp.
        2435 N. Central Expressway            13439 North Broadway Extension
        Richardson, Texas 75080               Oklahoma City, Oklahoma  73114
        Attention:  Director, Contracts       Attention:  Everett Dobson
                    cc: Program Manager                   President

        Any notice given pursuant to this Section 24.2 shall be effective
        five (5) days after the day it is mailed or upon receipt as evidenced
        by the U.S. Postal Service return receipt card, whichever is earlier.

24.4    This Agreement may not be modified or amended or any rights of a
        party to it waived except in a writing signed by duly authorized
        representatives of the parties hereto.

24.5    Failure by either party at any time to require performance by the
        other party or to claim a breach of any provision of this Agreement
        shall not be construed as affecting any subsequent breach or the right
        to require performance with respect thereto or to claim a breach with
        respect thereto.


                                        25

<PAGE>


24.6    Each party shall be liable for direct losses incurred by the other
        party due to personal injury or damage to tangible property,
        including the Hardware, which results from the negligence of that
        party's employees or agents, provided, however, that nothing in this
        Section shall affect or in any way increase Seller's obligation under
        this Agreement with respect to the performance of the Hardware and/or
        Software. Except for personal injury, the total liability of Seller
        for all claims of any kind for any loss or damage, whether in
        contract, warranty, tort (including negligence), strict liability or
        otherwise, arising out of, connected with, or resulting from the
        performance or non-performance of this Agreement shall in no case
        exceed the total Price of the Purchase Order accepted under this
        Agreement giving rise to the claim.

24.7    The rights and obligations of the parties and all interpretations and
        performance of this Agreement shall be governed in all respects by
        the laws of the State of Texas except for its rules with respect to
        the conflict of laws.

24.8    Article headings are inserted for convenience only and shall not be
        used in any way to construe the terms of this Agreement.

24.9    The invalidity in whole or in part, of any provision of this Agreement
        shall not affect the validity of the remainder of such provision of
        this Agreement.

24.9.1  This Agreement may be executed in multiple counterparts, each of
        which shall be deemed an original and all of which taken together
        shall constitute one and the same instrument.

24.10   Each party hereto represents and warrants that (i) it has obtained
        all necessary approvals, consents and authorizations of third parties
        and governmental authorities to enter into this Agreement and to
        perform and carry out its obligations hereunder; (ii) the persons
        executing this agreement on its behalf have express authority to do
        so, and, in so doing, to bind the party thereto; (iii) the execution,
        delivery, and performance of this Agreement does not violate any
        provision of any bylaw, charter, regulation, or any other governing
        authority of the party; and (iv) the execution, delivery and
        performance of this Agreement has been duly


                                        26

<PAGE>


        authorized by all necessary partnership or corporate action and this
        Agreement is a valid and binding obligation of such party,
        enforceable in accordance with its terms.

24.11   This Agreement constitutes the entire agreement between Seller and
        the Buyer with respect to the subject matter hereof and supersedes
        all previous negotiations, proposals, commitments, writings,
        advertisements, publications and understandings of any nature
        whatsoever. No agent, employee or representative of Seller has any
        authority to bind Seller to any affirmation, representation, or
        warranty concerning the System, except as stated in this Agreement
        and unless such affirmation, representation, or warranty is
        specifically included within this Agreement, it shall not be
        enforceable by Buyer or any assignee or sublicensee of Buyer.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their representatives being thereunto duly authorized.


DOBSON COMMUNICATIONS                  NORTHERN TELECOM INC.
CORPORATION


By: /s/ Everett Dobson                 By:  /s/ Matthew J. Desch
   ----------------------------            ---------------------------

Name:   Everett Dobson                 Name:    Matthew J. Desch
      -------------------------              -------------------------
         (Type/Print)                              (Type/Print)


Title:     President                   Title:     Group VP & GM
       ------------------------               -------------------------


Date:      10-30-95                    Date:        12/6/95
      -------------------------              --------------------------




                                       27


<PAGE>

                                       ANNEX 1

                                EQUIPMENT AND SERVICES
                                       PRICING


During the Term, Buyer may purchase Equipment in addition to the Initial
Purchase ("Additional Equipment") at the lower of Seller's list Prices as of the
Effective Date (a portion of which are set forth in Section 2.0), or Seller's
then-current Prices at the time of issuance of Purchase Order.  All Equipment
Prices shall be subject to any applicable discounts set forth in Sections 1.0
and 5.0 hereof (and their respective inclusive subsections).

Not all of Seller's Equipment set out in this Annex 1 will necessarily function
together as a System.  Upon request, Seller will verify the operational
compatibility of any particular Equipment.  Unless otherwise specifically
stated, Installation, Commissioning and engineering are not included in List
Prices.

The Prices set out in Sections 1.0 of this Annex 1 are based on Buyer trading in
its MTXM Switch after Turnover.   Prior to Turnover and at its own expense,
Buyer shall de-install the MTXM Switch in accordance with the project schedule.
After Turnover, Seller shall remove at its own expense such MTXM Switch.

1.0  INITIAL PURCHASE

1.1  SWITCH (WITH USED MSCC CABINET)

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                                                      <C>     <C>            <C>            <C>
HARDWARE:
      SuperNode SE Dual ICP (480 ports) - with MSCC       1      $1,145,223     $1,145,223
      Cabinet
      MCTM-I w/1 DTC (480 ports)                          1        $248,397       $248,397
      MCGM w/7-9.6 bps HDLC Links                         1         $59,113        $59,113
      Turbo Link Interface                                1          $4,239     Included
      MP Controller CP for Billing Xfer (NT1X89BA)        2          $3,150         $6,300
      X.25 layer 2 Intersystem Link Cont. (NT6X91BB)      1          $1,705         $1,705
      CCS7 8MEG Link Interface Unit (LIU V.35)            2         $13,352        $26,704
      SNSE MAP Furniture                                  1      Included       Included
      Helmsman/Compass Documentation                      1          $4,700         $4,700
      SuperNode SE Spares                                 1        $175,486       $175,486
      ICP Packfill                                        1        $257,625       $257,625
                                                                         Hardware Subtotal     $1,925,253
</TABLE>


                                       1-1
<PAGE>

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                                                      <C>     <C>            <C>            <C>
SOFTWARE:  (SEE SECTION 1.3 FOR PACKAGES INCLUDED)
      BCS Software License Fee                           LOT        $25,000        $25,000
      Additional Packages                                LOT       $426,900       $426,900
                                                                         Software Subtotal       $451,900


                                                          25% SWITCH AND SOFTWARE DISCOUNT     ($594,288)
                                                                Used SNSE Cabinet Discount     ($514,815)
                                                         Incremental ICP Packfill Discount     ($200,379)
                                                                    MTXM Trade-In Discount     ($200,000)

EF & I:

      NORTEL Engineer, Install & Commission              LOT       $177,658       $177,658
      ICP Packfill Install & Commission                  LOT         $7,160         $7,160
                                                                             EF&I Subtotal       $184,818
                                                                    SWITCH NET TOTAL PRICE     $1,052,489

1.2   CELL SITES (DUAL MODE)

                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----          -----
<S>                                                      <C>     <C>            <C>            <C>
1.  NEW SITE 1
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

2.  NEW SITE 2
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

3.  NEW SITE 3
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

4.  NEW SITE 4
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534
</TABLE>


                                      1-2
<PAGE>

<TABLE>
<CAPTION>
                                                                    UNIT         EXTENDED
ITEM                   DESCRIPTION                       QTY        PRICE          PRICE           TOTAL
----                   -----------                       ---        -----          -----           -----
<S>                                                      <C>     <C>            <C>            <C>
5.   NEW SITE 5
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

6.   NEW SITE 6
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

7.   NEW SITE 7
      16 Channel OMNI cell site (CC1016NU)                1        $115,534       $115,534
      Integrated Cellular Remote Module (ICRM)            1        Included       Included
      Auto Tune Combiners                                LOT       Included       Included
                                                                                  Subtotal       $115,534

SPARES:
      Cell Site Spares (ICRM/DRU)                        LOT        $54,974        $54,974        $54,974

                                                                        Cell Site Subtotal       $863,712

                                                                    25% CELL SITE DISCOUNT     ($215,928)

DUAL-MODE RADIO UNITS:
      Dual Mode Radio Unit (DRU) CCH & LCR               14         $10,500       $147,000
      Dual Mode Radio Unit (DRU) VOICE CHANNELS          98         $10,500     $1,029,000
                                                                      Radio Units Subtotal    $1,176,000

                                                                  25% Radio Units DISCOUNT     ($294,000)

EF&I:
      Eng., Install & Commission 16 CH. Cell Site         7         $11,058        $77,406

                                                                             EF&I Subtotal        $77,406

                                                                           VOLUME DISCOUNT     ($509,928)

                                                   CELL SITE & RADIO UNITS TOTAL NET PRICE     $1,097,262
                                                                                               ----------
                                                                    TOTAL INITIAL PURCHASE     $2,149,751
                                                           Training (Annex 1, Section 4.0)        $56,055
                                            RF Engineering Services (Annex 1, Section 1.4)       $111,700
                                                                                               ----------
                                                          Initial Purchase Services Credit      ($191,755)
                              TOTAL NET PRICE (INITIAL PURCHASE, RF ENG. SERV. & TRAINING)     $2,125,751
</TABLE>


                                      1-3

<PAGE>
1.3  SOFTWARE

13.1 SOFTWARE. The items listed below as "included" are included in the Price
     quoted for the Switch in Section 1.1 of this Annex 1.


<TABLE>
<CAPTION>
                                                                 UNIT    EXTENDED
ITEM           DESCRIPTION                          PEC          PRICE     PRICE     TOTAL
----           -----------                          ---          -----     -----     -----
<S>  <C>                                         <C>           <C>       <C>         <C>
 1   Automatic Trunk Testing                     NTX051AA       $5,000   Included
 2   Network Management                          NTX080AB      $20,000   Included
 3   DS-1 64 Kb/s Clear Channel                  NTX142AA       $5,000   Included
 4   DS-1 Extended Superframe Format             NTX143AA       $2,000   Included
 5   Focused Maintenance                         NTX272AA      $10,000   Included
 6   Enhanced Security w/o Password Encrypt      NTX292BA       $3,000   Included
 7   Vertical Features KIT                       NTX325AA      $40,000   Included
 8   MTX Split Ticket Billing                    NTX332AA       $5,000   Included
 9   CDR Search On Disk                          NTX333AA      $10,000   Included
 10  Dynamic Power Control                       NTX336AA       $5,000   Included
 11  Malicious Call Trace                        NTX337AA      $25,000   Included
 12  Cellular Hotline                            NTX373AA      $30,000   Included
 13  Credit Card Calling                         NTX375AA      $20,000   Included
 14  IS-41+ Networking                           NTX378AB      $25,000   Included
 15  Network Messaging Enhancements              NTX377AA      $25,000   Included
 16  Dedicated Access (FXS)                      NTX379AA      $10,000   Included
 17  OM Thresholding & Alarms                    NTX385AA       $1,000   Included
 18  OM Selective Output                         NTX445AB       $5,000   Included
 19  Switch Performance Monitoring System        NTX738AC      $20,000   Included
 20  Switch Path Diagnostics                     NTX885Ab      $10,000   Included
 21  MPC Multi-link Mgmt                         NTX892AA       $5,000   Included
 22  MPC X.25 Interface                          NTXE85AA      $18,000   Included
 23  High Speed MPC                              NTXE98AA       $3,000   Included
 24  DMS Base Data Access Interface              NTXG13AA       $7,000   Included
 25  Time of Day Routing                         NTXG51AA      $10,000   Included
 26  MTX Equal Access Enhance Office (BCS 35)    NTXG53AB      $15,000   Included
 27  Expanded Spectrum                           NTXG58AA      $25,000   Included
 28  Follow Me Roaming                           NTXG57AA      $25,000   Included
 29  Centralized Operational A & M               NTXG82AA      $16,500   Included
 30  Account Code Billing                        NTXG86AA      $30,000   Included
 31  Real Time Billing                           NTXG87AA      $30,000   Included
 32  STSR Sectorization                          NTXG88AA      $25,000   Included
 33  Maintenance Manager Morning Report          NTXJ35AA       $5,000   Included
 34  Surveillance                                NTXL20AA      $25,000   Included
 35  Network Boundary Paging                     NTXL24AA      $17,500   Included
 36  Mobile Jamming Detection                    NTXL25AA      $20,000   Included
 37  Call Delivery Activatable                   NTXL28AA      $30,000   Included
 38  Mobile Tracking                             NTXL61AA      $15,000   Included

</TABLE>


                                         1-4
<PAGE>


<TABLE>
<CAPTION>
                                                                  UNIT      EXTENDED
ITEM           DESCRIPTION                         PEC           PRICE       PRICE    TOTAL
----           -----------                         ---           -----       -----    -----
<S>  <C>                                          <C>           <C>       <C>         <C>
 39  Remote Call Forw Activate/De-Activate        NTXL62AA       $30,000    Included
 40  IS41 Enhanced Roamer Validation              NTXM17AA       $50,000    Included
 41  IS-41 Rev.8                                  NTXM30AA       $32,000    Included
 42  Call Forwarding Enhancements                 NTXM31AA       $10,000    Included
 43  Visitor Location Register                    NTXM32AA       $41,000    Included
 44  Active Mobile Paging                         NTXM33AA       $53,000    Included
 45  Manufacturers ESN Fraud                      NTXM34AA       $10,000    Included
 46  Expanded Call Forwarding Feature Codes       NTXM39AA       $24,000    Included
 47  MPC 1984 MPC X.25                            NTXN85AA        $1,875    Included
 48  EDRAM Upload                                 NTXS72AA       $35,000    Included
 49  XPM+ Based ICP                               NTXX89AA       $11,000    Included
 50  Multi-Net. Protocol (Billing File Xfer.)     NTXX98AA       $10,000    Included

 51  Networking Software including:               SB1204NU      $345,500    $345,500
      MTX to MTX handoff & call delivery-
      IS-41 Rev A networking software for
      SS7 & X.25 layer 2 (pt. to pt.)
                                                                   Software Subtotal    $345,500

</TABLE>


1.3.2     The following Software is priced on a per voice channel basis except
          where indicated with an asterisk. The Total Software Additions Price
          set out below is included in the Subtotal for Software in Section 1.1
          of this Annex 1.




<TABLE>
<CAPTION>
                                                                  VOICE         UNIT
ITEM           DESCRIPTION                       PEC             CHANNELS       PRICE         TOTAL
----           -----------                       ---             --------       -----         -----
<S>  <C>                                       <C>               <C>            <C>          <C>
MTX 01 FEATURES:
 1   Dual Mode Message Waiting Notification    NTXX55AA             200          $31         $6,200
 2   Audio Message Waiting Notification        NTXX57AA             200          $31         $6,200
 3   Translations per Sector                   NTXX58AA             200          $12         $2,400
 4   Multiple TLDN pool                        NTXX59AA             200          $12         $2,400
 5   Handoff by station class mark             NTXX64AA             200          $18         $3,600
 6   Single switch multi-LATA                  NTXX67AA             200          $12         $2,400
 7   Multiple tumbling ESNs                    NTXX69AA             200           $6         $1,200
 8   Single carrier duplex ICRM                NTXX75AA             200          $18         $3,600
 9   Optimal power handoff                     NTXX77AA             200           $6         $1,200
 10  Cancel Call Waiting                       NTXX78AA             200          $12         $2,400
 11  Roaming do not disturb                    NTXX92AA             200          $12         $2,400
                                                            MTX 01 Software Subtotal        $34,000

</TABLE>


                                         1-5


<PAGE>

<TABLE>
<CAPTION>
                                                        VOICE      UNIT
ITEM           DESCRIPTION                  PEC        CHANNELS    PRICE              TOTAL
----           -----------                  ---        --------    -----              -----
<S>  <C>                                 <C>           <C>        <C>              <C>
MTX  02 FEATURES:
 1   Zone Paging                         NTXXO5AA         200           $18            $3,600
 2   Microcell Software Support*         NTXX05AA           1       N/C              N/C
 3   Mobile Status Link                  NTXXO8AA         200           $92           $18,400
 4   ICRM Drop and Insert                NTXX10AA         200           $18            $3,600
 5   Drop Call Reduction*                NTXX62AA           1        $3,400            $3,400
 6   CLID Presentation                   NTXX58AA         200           $92           $18,400
 7   CLID Restriction                    NTXX93AA           1      Included          Included
 8   ISUP Base                           NTXX01AA           1      Included          Included
 9   MTIX TR-317                         NTXXO9AA           1      Included          Included
 10  CDPD-MDIS Base*                     NTXX14AA           0       $77,000                $0
 11  CDPD-MDBS priced per CDPD radio     NTXX14AAR          0        $1,540                $0
                                                    MTX 02 Software Subtotal          $47,400
</TABLE>

1.3.3     With respect to the purchase of Software features by Buyer other than
          the purchase of such features as part of the Initial Purchase,
          Seller's unit price for an individual Software feature priced on a per
          voice channel basis (as set out in 1.3.2 above) shall remain fixed
          until Buyer has purchased such feature for two thousand (2,000) voice
          channels. Seller shall not charge Buyer for any number of voice
          channels in excess of a total of two thousand (2,000) for any one
          feature.

1.4       RF ENGINEERING SERVICES

          Buyer shall purchase from Seller as part of the Initial Purchase the
          RF Engineering Services listed below. Buyer shall purchase such
          Services at the List Prices for twenty-eight (28) cell sites as set
          out below. The Comprehensive System Performance Optimization Package
          may not be unbundled.


<TABLE>
<CAPTION>
                                 CELL SITE   EXTENDED    SYSTEM
SERVICE/PACKAGE                    PRICE      PRICE      PRICE      T&L    TOTAL
---------------                    -----      -----      -----      ---    -----
<S>                              <C>         <C>        <C>       <C>     <C>
Frequency Plan Optimization
Service (Existing System)           $375     $10,500     $4,250            $14,750

Comprehensive System
Performance Optimization
Service Package                   $2,850     $79,950    $11,500   $5,000   $96,950
                                                                            ------

  TOTAL RF ENGINEERING SERVICES (28 CELL SITES)                           $111,700

</TABLE>



                                         1-6



<PAGE>

1.4.1     Comprehensive System Performance Optimization Service Package
          ("CSPSO")

          The CSPSO consists of the following Services:
          (a)  System Propagation Prediction and Plot
          (b)  System Propagation Prediction Analysis
          (c)  Comprehensive System Performance Optimization
          (d)  Dropped Call and Hand-off Performance Analysis

1.4.2     A Statement of Work defining the work requirements and
          responsibilities of both Seller and Buyer which are necessary for
          Seller to provide the Frequency Plan Optimization Service and CSPSO is
          included in Annex 8 of this Agreement.

2.0       ADDITIONAL EQUIPMENT

<TABLE>
<CAPTION>
                                                                        List
                           Description                                  Price
                           -----------                                  -----
<S>                                                                    <C>
SWITCHING & SOFTWARE
             MCTM-I w/1 DTC (480 ports)                                $248,397
             DTC Packfill (480 ports)                                  $210,320
             MCTM-I w/1 ICP (240 ports)                                $310,000
             ICP Packfill                                              $257,625

CELL SITE RF
             16 Channel OMNI cell site (CC1O16NU)                      $115,534
             Integrated Cellular Remote Module (ICRM)                  INCLUDED
             Auto Tune Combiners                                       INCLUDED

             24 Channel OMNI cell site (CC1024NU)                      $152,544
             Integrated Cellular Remote Module (ICRM)                  INCLUDED
             Auto Tune Combiners                                       INCLUDED

             32 Channel OMNI cell site (CC1032NU)                      $172,146
             Integrated Cellular Remote Module (ICRM)                  INCLUDED
             Auto Tune Combiners                                       INCLUDED

             8 CH NT800DR RF Expansion OMNI w/ ATC*                     $29,631

             16 CH NT800DR RF Expansion OMNI w/ ATC*                    $49,233

RADIOS
             Dual Mode Radio Unit (DRU) VOICE CHANNELS                  $10,500
</TABLE>

*    The required cables and miscellaneous materials are not included. Upon
     Buyer's request, Seller will provide a Price quote for such cables and
     miscellaneous materials based on Seller's List Price as of the date of this
     Agreement.

                                         1-7
<PAGE>

3.0       ADDITIONAL SOFTWARE LICENSE FEE

          Software Release License Fee for MTX
          releases subsequent to release contained
          in the Initial Purchase----------------------- $25,000 (per release)

          Software License Fees shall be charged for each Switch and do not
          include any additional Hardware that may be required. Such Fees shall
          not include charges for optional Software or Software operating
          outside the DMS-MTX core. The above quoted Software License Fee for
          MTX releases subsequent to the release contained in the Initial
          Purchase shall not be subject to discounts or credits of any kind.
          Prices for optional Software features or Software operating outside
          the DMS-MTX core shall be at Seller's then-current List Prices less
          the applicable discount set out in Section 5 of this Annex 1 with the
          exception described in Subsection 1.3.3 above for Software features
          priced on a per voice channel basis.

4.0       TRAINING

          Buyer shall purchase the Seller recommended training courses listed
          below which have designated quantities greater than "0." Buyer shall
          purchase such courses in the quantities and at the unit and extended
          Prices set out below. If applicable, Buyer shall refer to Seller's
          course catalog for prerequisite courses to determine the order in
          which courses must be taken. Seller recommends that Buyer's personnel
          be trained prior to Installation of Initial Purchase. Prices for
          courses not purchased by Buyer are subject to change. Prices for
          training are exclusive of travel, lodging, food, and incidental
          expenses, which shall be for Buyer's account. Course content is
          subject to change at Seller's discretion.

<TABLE>
<CAPTION>
                                                                                   UNIT     EXTENDED
 ITEM              DESCRIPTION                                QTY                 PRICE       PRICE     TOTAL
 ----              -----------                                ---                 -----       -----     -----
<S>     <C>                                                   <C>                <C>        <C>         <C>
        CLASSROOM COURSES:
 1      Introduction to MTX MAP #925                           0                     $855         $0
 2      DMS-MTX Maintenance #944                               3                   $4,275    $12,625
 3      Cell Site Operations & Maintenance #963                3                   $1,425     $4,275
 4      Cell Translations & Appl. #980                         3                   $1,425     $4,275
 5      Cell Site Data Base #982                               3                   $1,425     $4,275
 6      DMS-MTX Networking (IS-41 Rev. B) #984                 3                   $1,425     $4,275
 7      Cellular Intermediate RF Engineering #1000             0                     $856         $0
 8      MTX-01 Cellular Hand-off #1001                         0                     $570         $0
 9      System Performance Audits #1002                        0                     $570         $0
 10     System Performance Optimizations #1003                 0                     $855         $0

        ON-SITE TRAINING:
 11     Introduction to MTX MAP #925                           6                     $855     $5,130
 12     Cellular Intermediate RF Engineering #1000                                 $9,000     $9,000
 13     MIX-01 Cellular Hand-off #1001                                             $6,000     $6,000
 14     System Performance & Opt. Audits #1002                                     $6,000     $6,000
        On site training requires a minimum of 6 people; the maximum is 20.
                                                                                               TOTAL    $56,055

</TABLE>


                                         1-8
<PAGE>

5.0       DISCOUNTS AND CREDITS

5.1       All discounts are included in the Prices set forth in Section 1.0 for
          Initial Purchase and such Prices are not subject to any additional
          discounts.

5.2       All Equipment other than the Equipment in the Initial Purchase shall
          be discounted at thirty percent (30%) off Seller's List Prices for
          such Equipment, except Dual Mode Radio units shall be discounted at
          forty percent (40%) off such List Prices.

5.2.1     Subject to Subsection 5.2.2 below, Seller shall grant purchase credits
          to  Buyer in the categories of Additional Equipment listed below
          resulting from  Buyer's purchase of such Additional Equipment ("AE
          Credits"). Such AE Credits shall be for an amount equal to the actual
          dollar amounts resulting from the application of the formula set out
          for each category of Additional Equipment.

<TABLE>
<CAPTION>
           CATEGORY OF ADDITIONAL EQUIPMENT                   ADDITIONAL
           --------------------------------                EQUIPMENT CREDIT
                                                           ----------------
           <S>                                         <C>
           Switch Equipment                            4% of the Net Price of
                                                       Switch Equipment = AE
                                                       Credit dollar amount

           Software                                    4% of the Net Price of
                                                       Software = AE Credit
                                                       dollar amount

           Cell Site                                   15% of the Net Price of
                                                       Cell Site Equipment =
                                                       AE Credit dollar amount

           Radio Units                                 5% of the Net Price of
                                                       Radio Units = AE Credit
                                                       dollar amount
</TABLE>

5.2.2     The credits described in Subsection 5.2.1 above may be earned only if
          Buyer issues Purchase Orders to Seller for Additional Equipment on or
          before September 1, 1997 in an aggregate amount of not less than $1.7M
          (Net Price) AND if Buyer takes delivery of all such Additional
          Equipment on or before December 31, 1997. Any such credits shall be
          valid only until the expiration of the Term or any mutually agreed
          extension thereof.

5.3       Services and OEM Equipment are not subject to discounts, except for
          the Initial Purchase Services Credit set out in Section 1.2 of this
          Annex 1.


                                     1-9

<PAGE>

                                      ANNEX 2

                     STATEMENT OF WORK/SAMPLE PROJECT SCHEDULE



1.0       This Statement of Work defines the work requirements and
          responsibilities of both Seller and the Buyer which are necessary to
          engineer, furnish, deliver, install and test the Equipment furnished
          hereunder at the Installation Site(s) in accordance with the Project
          Schedule contained herein. Seller's obligation to perform the Services
          described hereunder assumes receipt and acceptance of a valid Purchase
          Order for such Services and associated Equipment.

2.0       SELLER'S RESPONSIBILITIES

          Seller, or its designated subcontractor, shall perform the following:

2.1       Engineer, furnish, deliver, install and test all Equipment in
          accordance with the applicable Specifications and in accordance with
          this Annex 2. Any changes to the Statement of Work will cause
          adjustments to this Annex and may affect the Equipment pricing.

2.2       In conjunction with a Switch Installation, furnish a Customer Input
          ("CI") Questionnaire and Data Base Engineering Questionnaire to Buyer
          on or before the date as specified in the Project Schedule.

2.3       In conjunction with a Switch Installation, perform a site visit on or
          before the date as specified in the Project Schedule to Buyer's
          facilities to review the information requested on the Questionnaires,
          survey the Installation Sites(s) and generate floor plans to be used
          to engineer and install the Equipment. Any services outside this
          Statement of Work requested by Buyer as a result of the CI meeting
          shall be quoted by Seller, upon request by Buyer, and if accepted by
          Buyer, will be documented in a Change Order pursuant to Section 17 of
          the Agreement.

2.4       During a Switch Installation, provide draft floor plans for the Switch
          Installation Site to the Buyer on or before the date as specified in
          the Project Schedule. Floor plan layouts will be finalized at the CI
          meeting.

2.5       Ship the Equipment for which Seller has accepted a Purchase Order to
          the Installation Site location(s) specified below on or before the
          date as specified in the Purchase Order and/or Project Schedule ("D"
          Date). Delivery will be delayed if the Installation Site(s) are not
          made ready by the "D" Date.


                                         2-1
<PAGE>

2.5.1     SWITCH LOCATION

          Name:______________________________________
          Street Address:____________________________
          City:______________________________________
          State/Country/Zip Code:____________________

2.5.2     CELL SITE(S)
          Name:______________________________________
          Street Address:____________________________
          City:______________________________________
          State/Country/Zip Code:____________________

2.6       Begin the Installation on or before the date as specified in the
          Project Schedule ("H" Date), of the Equipment specified in Buyer's
          Purchase Order according to the applicable sections of the Northern
          Telecom Installation Manual and the engineering specifications and
          drawings generated for the Equipment. The Installation work will be
          done in a professional workmanlike manner.

2.7       Provide all tools, Installation and test equipment necessary for
          performance of Seller's obligations listed in this Annex. Any use of
          tools and/or test equipment by the Buyer must be approved by Seller
          and may subject Buyer to additional charges.

2.8       Comply with the Buyer's security regulations for the Installation
          Site(s).

2.9       Furnish the System Documentation as described in Annex 7 on or before
          the date as specified in the Project Schedule.

2.10      Engineer, furnish, install and test the following materials required
          to connect from Seller provided Equipment to the demarcation points
          defined below:

2.10.1    RF Demarcation

          The RF demarcation point is defined as the RF output connector port(s)
          on the combiner(s) and the antenna input port(s) on the receive
          multicoupler(s) in the cell site equipment frames. Seller will provide
          all Equipment including voice frequency ("VF") and radio frequency
          ("RF") cables, wire, and associated materials for both Inter- and
          Intra-frame connections. (RF jumpers (including connectors] to the
          Buyer's antenna system main transmission line shall be provided by the
          Buyer in accordance with Section 3.6 herein.)


                                         2-2
<PAGE>

2.10.2    Telco Facilities Demarcation

          The Telco Facility demarcation point is defined as the Main
          Distribution Frame (MDF) and shall be provided by the Buyer. Terminal
          blocks required for Equipment, VF, data, and alarm cables will be
          provided and installed by Seller on the Buyer's MDF. Fifty feet of
          each type cable (standard length) shall be provided by Seller per
          Installation Site to connect the Equipment to the MDF. Seller will
          cross connect the jumpers as directed by the Buyer. Appropriate
          Information must be supplied by the Buyer in such cases. Additional
          cable and associated materials, if required, will be provided at
          Buyer's expense. Seller shall terminate MTX DS-1 cables to the
          Buyer-provided DSX-1 panel. Buyer shall be responsible for bringing
          all other DS-1 facilities to the DSX-1.

2.10.3    DC Power System Demarcation

          The DC power system demarcation point is defined as the DC power board
          fuse(s) and/or breaker(s). Wire for each power and return lead shall
          be provided by Seller for each Installation Site (a maximum of 50 ft.
          per frame) to connect to the Equipment. Additional wire and associated
          materials, if required, will be provided at Buyer's expense. DC fuses
          and/or breakers and any other part of the power board or DC power
          system (including inverters) are not provided by Seller. The required
          fuse and/or breaker quantities and sizes are available upon request.

2.10.4    Alarm System Demarcation

          The Alarm System demarcation point is defined as the Seller furnished
          alarm terminal block. Fifty feet of alarm cable shall be provided by
          Seller per Installation Site to connect Equipment alarms to the
          terminal block. Fifty feet of cable shall also be provided to connect
          Seller's alarm display and control panel at the MTX. Additional cable
          and associated materials, if required, will be provided at Buyer's
          expense. Any alarm points that the Buyer may want to take to an
          external alarm system will be done at the Buyer's expense.

2.11      Fifty feet of wire for each ground lead extending from Equipment to
          the Main Ground Bar (MGB) shall be provided by Seller per Installation
          Site.

2.12      During a Switch Installation, furnish, install and test one VDU, one
          printer, one Norstar KSU equipped with two telephone sets and fifty
          feet of associated cable with terminal blocks. Any additional items
          will be provided and installed at Buyer's expense.

2.13      Complete the Installation and Testing on or before the date as
          specified in the Project Schedule ("K" Date).


                                         2-3
<PAGE>

2.14      Provide training to the Buyer as described in Annex 1 and in
          accordance with Buyer's Purchase Order(s) as soon as course schedules
          and Buyer's schedule allows.

2.15      Provide ongoing Technical Assistance Service (TAS) as described in
          Annex 5.

NOTE:     THE MATERIALS AND SERVICES DETAILED ABOVE REPRESENT SELLER'S TOTAL
          RESPONSIBILITY FOR INSTALLATION ACTIVITIES.  ANY ADDITIONAL MATERIALS
          AND LABOR BEYOND THOSE DESCRIBED HEREIN SHALL BE QUOTED AND FURNISHED
          BY SELLER, AT BUYER'S REQUEST, IN ACCORDANCE WITH ARTICLE 17 OF THE
          SUPPLY AGREEMENT.

3.0       BUYER'S RESPONSIBILITIES

          Buyer or its designated subcontractor, shall perform the following:

3.1       Provide overall program management and engineering functions related
          to the Buyer's responsibilities listed in this Agreement. This
          includes, but is not limited to, management of schedules for other
          equipment suppliers, telco circuit orders and engineering relating to
          Installation Site locating, frequency planning coordination and RF
          propagation studies and coverage verification.

3.2       Provide all real estate property, environmental approvals, leases,
          rents, and all permits and licenses, including but not limited to,
          Certificates of Occupancy, FCC construction permits, zoning and FAA
          permits.

3.3       Gather the information necessary to complete the Customer Information
          and Data Base Questionnaires on or before the date as specified in the
          Project Schedule.

3.4       Review, approve and return Seller's draft floor plan for each
          Installation Site on or before the date as specified in the Project
          Schedule.

3.5       Provide all required civil engineering and construction work
          including, but not limited to, site preparation such as grading, tree
          removal, roads, tower and building foundations, and fencing.

3.6       Provide and install towers, coax bridges, antennas, transmission line
          and associated materials.  This includes RF jumpers (with connectors)
          between the main transmission line and the RF equipment bays. Antenna
          system return loss measurements and other antenna system tests are the
          Buyer's responsibility.

3.7       Provide adequate building facilities, utilities, space and
          environmental conditions for Seller's Installation personnel and
          Equipment as well as any other Buyer equipment on or before the date
          as specified in the


                                         2-4
<PAGE>

          Project Schedule ("J" Date). The minimum building requirements are
          given below. The Equipment environmental and space requirements are
          given in Section 4.0 of this Annex.

3.7.1     Building facilities shall be provided with air-conditioning, heating,
          ventilation, lighting and have adequate working space that is free of
          debris and other clutter which might hinder the Installation. The
          building must be dry and free from dust and in such condition as not
          to be hazardous to Seller personnel or the Equipment and materials to
          be installed. Seller shall gather and separate debris from usable
          material, mark accordingly, and place in an area identified by Buyer
          for Buyer's pick-up and disposition.

3.7.2     Provide any building renovations, computer floors and wall
          penetrations. Provide openings (including elevator space where
          required) to allow the Equipment to be placed into position.

3.7.3     Provide and install adequate fire fighting apparatus at each
          Installation Site. Activation of a water fire extinguishing system may
          void the warranty on the Equipment.

3.7.4     Provide and install all required commercial AC power and associated
          fixtures including, but not limited to, AC panels, AC circuit
          breakers, AC fuses, building wiring, convenience outlets, lighting and
          AC grounds. All electrical facilities shall conform to the latest
          issue of the National Electrical Code (NEC) and any local codes to
          insure a safe work area.

3.7.5     Provide adequate security for the Equipment, installation materials
          and tools at each Installation Site and/or storage facility (if
          required).

3.7.6     Provide three telephone lines (two for modems and one telephone set),
          and service (dial tone from a local exchange) at each switch
          Installation Site and one telephone set at each cell site on or before
          the "H" Date.

3.8       Engineer, furnish, deliver, install and test the following on or
          before the "S" Date as specified in the Project Schedule in a
          professional and workmanlike manner:

3.8.1     All overhead cable trays at each Installation Site.

3.8.2     An MDF for each Installation Site. The MDF can be a free standing rack
          or a plywood panel board (4' x 8' x 5/8" typical) for wall mounting.

3.8.3     A single point grounding system, including an MGB and all subsequent
          connections to the ground field shall be provided for the Equipment at
          each Installation Site. The ground fields shall measure 5 ohms or
          less.

3.8.4     A negative 48 VDC power system and a 500VA DC to AC inverter for each
          DMS-MTX switch and a +24VDC power system for each cell site


                                         2-5
<PAGE>

          including all required fuses and/or circuit breakers for all Equipment
          and any Buyer provided equipment. This includes any alarm cables,
          terminal blocks and AC power wiring.

3.8.5     Dedicated DS-1 facilities to connect each DMS-MTX switch to the PSTN
          and to each cell site. If direct digital DS-1 facilities are not
          available, the Buyer may incur additional costs to interface the
          Equipment. DS-1 facilities are to be provided (from the DSX-1 panel
          provided by Buyer) to the Telco Facility demarcation point as defined
          in paragraph 2.10.2 of this Annex at each Installation Site.

3.8.6     All channel banks and DSX-1 cross connect panels including: any
          associated relay racks; fuse and alarm panels; power wiring; HF
          cables; jumpers; alarm cables; VF jack fields; patch cords and
          terminal blocks. Channel bank make and model numbers must be approved
          by Seller prior to their use. Channel banks must be equipped with two
          4-wire 56 kb/s dedicated data circuits and one dedicated 4-wire audio
          circuit per cell site voice channel to each cell site. Any other
          associated equipment such as ring generators and other channel units
          are to be provided by the Buyer.

3.8.7     All alarm sensors and wiring, other than those which are included in
          Equipment, and connect to Buyer provided alarm terminal blocks. This
          includes, but is not limited to, open door, high/low temperature,
          tower lights and smoke detector alarm sensors.

3.9       Provide Seller designated personnel free access to each Installation
          Site as required to perform Seller's obligations under this Agreement.
          Access is to be provided as follows:

3.9.1     Adequate roads and parking to each site for delivery vans and
          two-wheel drive vehicles.

3.9.2     All required security passes and clearances.

3.9.3     24 hours/day, 7 days a week access to the Equipment. Seller shall
          provide Buyer twenty-four hours' advance notice of the need for
          access. Telephonic notification is permissible.

3.10      Provide or bear the cost for any special equipment required to deliver
          Equipment to the Installation Site(s) such as 4-wheel drive vehicles,
          bulldozers, cranes, helicopters, etc.

3.11      Provide and install all materials required to adequately support and
          brace the Equipment in accordance with the seismic risk zone of each
          Installation Site.

3.12      Buyer shall provide free telephone service (air time and long
          distance) to Seller personnel during the Installation, testing, and
          service period of the project. The purpose of such service will be to
          support the Equipment Installation for testing purposes, business
          communications, and safety needs of Seller personnel. The free service
          shall include, but not be


                                         2-6
<PAGE>

          limited to, activation charges, air time, long distance, and roamer
          charges. All traffic generated by Seller personnel will be limited to
          business and Equipment testing purposes only. Any personal calls will
          be the responsibility of Seller.

3.13      The Buyer and/or its representatives are encouraged to be present for
          preliminary testing and Turnover. Sign-off sheets in Annex 4 shall
          serve to provide a test record and establish the warranty start date.

4.0       DMS-MTW/Northern Telecom Cell Site Environmental Requirements (For
          MTXD)

4.1       The Equipment is designed to operate in the controlled environment
          described below. Operation outside the normal conditions will void the
          warranty. The more stringent conditions will govern for co-located
          switch and cell site configurations.

4.2       Ambient Temperature

4.2.1     System                       Normal           Extreme

          DMS-MTX/NT Cell Site     50 to 86 deg. F   41 to 120 deg. F

          Conditions above or below the normal tolerance for more than 72
          consecutive hours and 15 days maximum per year are considered extreme.

          The rate of change shall not exceed 15 degrees F per hour.

          Ambient Temperature is measured at a point 5 feet above floor level
          and either mid-aisle or 15" in front of the equipment, whichever is
          less.

4.2.2     Storage Ambient Temperature: -40 to 160 deg. F.

4.3       Relative Humidity (non-condensing)

<TABLE>
<CAPTION>
4.3.1     System              Normal        Extreme
          <S>               <C>            <C>
          DMS-MTX           20% to 55%     20% to 80%

          NT Cell Site      20% to 55%      5% to 65%
</TABLE>

          The DMS-MTX switch is allowed 80% relative humidity at an ambient
          temperature that cannot exceed 70 degrees F.  At an ambient
          temperature of 120 degrees F, the maximum allowable relative humidity
          is 30%.

          Relative humidity is measured at a point 5 feet above floor level and
          either mid-aisle or 15" in front of the equipment, whichever is less.

4.3.2     Storage Humidity: 10% to 90%; maximum water vapor pressure not to
          exceed 25 mmHg.


                                         2-7
<PAGE>

4.4       Air Cleanliness

          The Equipment functions indefinitely in an ambient air having a
          cleanliness standard no higher than class 100,000. Classes are defined
          as the number of particles of 0.5 microns and larger, per cubic foot.

4.5       Space Requirements

          The minimum distance between the ceiling and the finished floor is
          9'-0" at all Installation Sites. Each DMS-MTXD cabinet is 28.4" x 28"
          x 72" (WxDxH). All SuperNode cabinets are 42" x 24" x 72" (WxDxH). The
          minimum front and rear aisle space is 36". Each cell site frame is 23"
          x 18" x 84" (WxDxH). However, the footprint space required is 23" x
          26" x 84", which space is in addition to the minimum aisle space
          required: 36" in front; 24" in rear; 6" at the side.

4.6       Floor and Heat Dissipation Requirements

4.6.1     The Buyer's building facilities shall accommodate the following
          Equipment parameters. (The number and type of cabinets and frames
          depend upon the configuration requirements):
<TABLE>
<CAPTION>
                                                    Heat
4.6.2     DMS-MTX Cabinets     Weight (lbs)    Dissipation (BTU/Hr)
          <S>                  <C>             <C>
          MCAM                      643             2305
          MCEX                      650             2000
          MCOR                      725             4380
          MNET                      675             4380
          MCTM-I                    710             3546
          LPP                      1100            13831
          ENET                     1120             3740
          MSCC                     1600            13652
          MDSP                      663             1068
</TABLE>

<TABLE>
<CAPTION>
4.6.3     NT Cell Site Frames
          <S>                       <C>            <C>
          Common Equipment          400             2600
          8 Channel RF frame        600             5500
          16 Channel RF frame       800            11000
</TABLE>

5.0       (SAMPLE) Project Schedule (In Weekly Intervals)

          The sample project schedule listed below shall serve as an
          informational guideline for the time periods involved in a typical
          System installation. The project intervals assume one DMS-MTX and up
          to 5 NT cell sites maximum. Add one week for each additional cell
          site. Buyer and Seller shall agree upon specific Project Schedules
          and/or delivery dates on a case-by-case basis prior to Seller's
          acceptance of a Purchase Order.


                                         2-8

<PAGE>

<TABLE>
<CAPTION>
                                                            Responsible
 Week              Milestone Event                          Party
 ----              ---------------                          -----------
<S>      <C>                                                <C>
  1      Purchase Order Documents completed                 Seller/Buyer
         and accepted by Seller

  2      Send Customer Input/Data Base                      Seller
         Questionnaire to Buyer

  4      Customer Information Meeting with                  Seller/Buyer
         Buyer (site survey may be performed)

  6      Issue Draft Floor Plans to Buyer                   Seller

  7      Approved Floor Plans returned to Seller            Buyer

 11      Installation Site Ready ("J" Date)                 Buyer

 12      Ship MTX ("D" Date)                                Seller

 13      Ship System Documentation                          Seller

 13      Overhead Cable Tray/MDF Available ("S" Date)       Buyer

 13      DC Power/Ground System Available ("S" Date)        Buyer

 13      DS-1 Facilities/Channel Banks/DSX-1                Buyer
         Cross connect Panels/Buyer's External
         Alarm Points Available ("S" Date)

 14      Start Installation ("H" Date)                      Seller

 15      Frequency Plans provided                           Buyer

 19      Installation Complete ("K" Date) (See Note)        Seller

 20      Pre-In-service check                               Seller

 21      System In-service ("IS" or "Turnover" Date)        Seller/Buyer

</TABLE>

NOTE:     Seller's Price assumes continuous performance of on-site Installation
          and Commissioning Services without delay or interruption of Services.
          In the event of delays or disruption of Services, Buyer and Seller
          shall agree upon a revised Project Schedule, provided, however, that
          in the case of a schedule revision, there may not necessarily be a
          day-for-day adjustment to the schedule.


                                         2-9

<PAGE>

                                      ANNEX 3*

                            DMS-MTX ACCEPTANCE CRITERIA

SITE:     ____________________          DATE STARTED:  ____________________

PROJECT:  ____________________          COEO:          ____________________

LOCATION: ____________________          DATE COMPLETED:____________________

          ____________________          SELLER REP:    ____________________

                                        BUYER REP:     ____________________


<TABLE>
<CAPTION>
                                                            SELLER      BUYER
 SECTION  NAME                                              INITIALS    INITIALS
<S>       <C>                                               <C>         <C>
 1225     EQUIPMENT GROUNDING VERIFICATION                  ________   ________
 5160     POWER UP DMS SUPERNODE                            ________   ________
 5172     POWER VERIFICATION                                ________   ________
 5454     SLM COMMISSIONING                                 ________   ________
 5045     AUTOLOAD ROUTE VERIFICATION                       ________   ________
 5620     OFFICE IMAGE CAPTURE-SUPERNODE                    ________   ________
 5453     DMS-CORE COMMISSIONING                            ________   ________
 5615     DMS-BUS COMMISSIONING                             ________   ________
 5211     SYSTEM LOADING ENET                               ________   ________
 5198     ENET COMMISSIONING                                ________   ________
 5184     SPARE CIRCUIT PACK TEST DMS-SUPERNODE             ________   ________
 0310     CORE MAINTENANCE (PROC. 4,5,6,7 SECT. 4.7,4.8)    ________   ________
 0345     PERIPHERAL MODULE DIAGNOSTICS                     ________   ________
 5350     TRUNK DIAGNOSTICS                                 ________   ________
 0831     INSTALLATION AND TEST OF DDU                      ________   ________
 0177     MAGNETIC TAPE DRIVE TESTS                         ________   ________
 5472     CABINET ALARM TESTING                             ________   ________
 0190     CARRIER INTERFACE CARD FIELD EQUALIZATION         ________   ________
 5215     DRAM TESTING                                      ________   ________
 0461     TONES AND ANNOUNCEMENTS                           ________   ________
 0691     ICP POWER VERIFICATION AND LOADING                ________   ________
 5025     ICP DIAGNOSTICS                                   ________   ________
 5180     ADDITION AND TESTS OF STRATUM 2 CLOCK             ________   ________
 5616     ADDITION AND TEST OF STRATUM 2.5 CLOCK            ________   ________
 5623     SYNCHRONIZATION FEATURE TEST                      ________   ________
 0692     MTX TRUNK OPERATIONAL FEATURE TEST                ________   ________
 0693     AMA/CDR TEST                                      ________   ________
 0385     SPARE CIRCUIT PACK TEST                           ________   ________
 5645     LIM LGADING AND DIAGNOSTICS                       ________   ________
</TABLE>

*    All of the Test Criteria set forth in this Annex 3 may not be applicable to
     the Equipment being ordered by Buyer under a Purchase Order. If a
     referenced Section is not applicable, "NA" will be written in and Seller
     and Buyer will initial off appropriately.

     In certain instances it may be necessary for Seller to perform
     additional Testing, depending on the Equipment being ordered under
     Buyer's Purchase Order. When this occurs, the Section from Seller's
     installation manual that the Equipment is to be Tested against will be
     written in, and following successful completion of the Test, Seller and
     Buyer will initial off appropriately.

                                         3-1
<PAGE>


                                       ANNEX 3*

                             DMS-MTX ACCEPTANCE CRITERIA
                                     (CONTINUED)
                                                            SELLER    BUYER
SECTION            NAME                                     INITIALS  INITIALS

 0446     OPERATIONAL MEASUREMENT TEST                      ________  ________
 0690     CSC DATA LINK TEST                                ________  ________
 ****     0.R.R. (OFFICE RELEASE RECORD)                    ________  ________

SELLER: __________________________           DATE:_____________________________

BUYER:____________________________           DATE:_____________________________


                                         3-2
<PAGE>

                     ICP BASED CELL (ANALOG) ACCEPTANCE CRITERIA

SITE:     ____________________          DATE STARTED:  ____________________

PROJECT:  ____________________          COEO:          ____________________

LOCATION: ____________________          DATE COMPLETED:____________________

          ____________________          SELLER REP:    ____________________

                                        BUYER REP:     ____________________


<TABLE>
<CAPTION>
                                                            SELLER      BUYER
SECTION              NAME                                   INITIALS    INITIALS
<S>      <C>                                                <C>         <C>
 1290    PROCEDURE TO INSTALL NT800 BASE                    ________   ________
 1225    GROUND VERIFICATION                                ________   ________
 1279    PROCEDURE TO VERIFY POWER                          ________   ________
 1271    POWER AND GROUND VERIFICATION                      ________   ________
 1269    TESTING THE MASTER OSCILLATOR                      ________   ________
 1299    TRANSCEIVER DEBUG OPERATION                        ________   ________
 1298    CELL SITE TRANSCEIVER TRANSMIT TEST                ________   ________
 1297    CELL SITE TRANSCEIVER RECEIVE TEST                 ________   ________
 1296    TRANSCEIVER AUDIO ALIGNMENT                        ________   ________
 1272    POWER AMPLIFIER MODULE TESTING                     ________   ________
 1295    COMBINER TUNING AND TESTING                        ________   ________
 1273    TESTING THE RCMI IN AN NT800 CELL SITE             ________   ________
 1294    TESTING CELL SITE ALARMS                           ________   ________
 5224    ANTENNA AND TRANSMISSION LINE TEST                 ________   ________
 ****    O.R.R. (OFFICE RELEASE RECORD)                     ________   ________
 1106    CELL SITE EXTENDED SPECTRUM FRAME TEST             ________   ________
         MOBILE ORIGINATION AND TERMINATION TEST            ________   ________
         (MOBILE TO MOBILE, MOBILE TO LAND,
         LAND TO MOBILE, ALL RADIOS)
 1291    CONNECT CUSTOMER FACILITIES TO CELL                ________   ________
 5026    MTX-CELL SITE INTEGRATION TEST                     ________   ________
 1108    LOADING AND COMMISSIONING THE ICRM                 ________   ________
 1107    ICRM INSTALLATION INTO THE CE1 FRAME               ________   ________
</TABLE>


SELLER: __________________________           DATE:_____________________________

BUYER:____________________________           DATE:_____________________________


                                         3-3
<PAGE>

                    ICP BASED CELL (DIGITAL) ACCEPTANCE CRITERIA


<TABLE>
<CAPTION>
                                                            SELLER      BUYER
SECTION              NAME                                   INITIALS    INITIALS
<S>       <C>                                               <C>         <C>
 1290     PROCEDURE TO INSTALL NT800 BASE                   ________   ________
 1225     GROUND VERIFICATION                               ________   ________
 1279     PROCEDURE TO VERIFY POWER                         ________   ________
 1271     POWER AND GROUND VERIFICATION                     ________   ________
 1269     TESTING THE MASTER OSCILLATOR                     ________   ________
 1299     TRANSCEIVER DEBUG OPERATION                       ________   ________
 5296     CELL SlTE DRU COMMISSIONING TESTS WITH            ________   ________
             IFR 1600
 1272     POWER AMPLIFIER MODULE TESTlNG                    ________   ________
 1295     COMBINER TUNING AND TESTING                       ________   ________
 1108     LOADING AND COMMISSIONING THE ICRM                ________   ________
 1294     TESTING CELL SITE ALARMS                          ________   ________
 5224     ANTENNA AND TRANSMISSION LINE TEST                ________   ________
 ****     0.R.R. (OFFICE RELEASE RECORD)                    ________   ________
 1106     CELL SITE EXTENDED SPECTRUM FRAME TEST            ________   ________
          MOBILE ORIGINATION AND TERMINATION TEST           ________   ________
             (MOBILE TO MOBILE, MOBILE TO LAND, LAND
             TO MOBILE, ALL RADIOS)
 1291     CONNECT CUSTOMER FACILITIES TO CELL               ________   ________
 2176     DIGITAL CELLULAR OVERLAY                          ________   ________
 1547     DRUM INSTALLATION INTO THE CE1 FRAME              ________   ________
</TABLE>


SELLER: __________________________           DATE:_____________________________

BUYER:____________________________           DATE:_____________________________


                                         3-4
<PAGE>

                    ICP BASED CELL (ANALOG/DIGITAL COMBINATION)
                                 ACCEPTANCE CRITERIA

<TABLE>
<CAPTION>
                                                            SELLER      BUYER
SECTION             NAME                                    INITIALS    INITIALS
<S>       <C>                                               <C>         <C>
 1290     PROCEDURE TO INSTALL NT800 BASE                   ________   ________
 1225     GROUND VERIFICATION                               ________   ________
 1279     PROCEDURE TO VERIFY POWER                         ________   ________
 1271     POWER AND GROUND VERIFICATION                     ________   ________
 1269     TESTING THE MASTER OSCILLATOR                     ________   ________
 1299     TRANSCEIVER DEBUG OPERATION                       ________   ________
 5298     CELL SITE DRU COMMISSIONING TESTS WITH            ________   ________
             IFR 1600
 1272     POWER AMPLIFIER MODULE TESTING                    ________   ________
 1295     COMBINER TUNING AND TESTING                       ________   ________
 5295     LOADING AND COMMISSIONING THE ICRM                ________   ________
 1294     TESTING CELL SITE ALARMS                          ________   ________
 5224     ANTENNA AND TRANSMISSION LINE TEST                ________   ________
 ****     O.R.R. (OFFICE RELEASE RECORD)                    ________   ________
 1106     CELL SITE EXTENDED SPECTRUM FRAME TEST            ________   ________
             MOBILE ORIGINATION AND TERMINATION TEST
             (MOBILE TO MOBILE, MOBILE TO LAND, LAND
             TO MOBILE, ALL RADIOS)
 1291     CONNECT CUSTOMER FACILITIES TO CELL               ________   ________
 2176     DIGITAL CELLULAR OVERLAY                          ________   ________
 1547     DRUM INSTALLATION INTO THE CE1 FRAME              ________   ________
 1297     CELL SITE TRANSCEIVER RECEIVE TEST                ________   ________
 1298     CELL SITE TRANSCEIVER TRANSMIT TEST               ________   ________
 1296     TRANSCEIVER AUDIO ALIGNMENT                       ________   ________
 1273     TESTING THE RCMI IN AN NT800 CELL SITE            ________   ________
 5026     MTX-CELL SITE INTEGRATION TEST                    ________   ________
</TABLE>


SELLER: __________________________           DATE:_____________________________

BUYER:____________________________           DATE:_____________________________


                                         3-5
<PAGE>

                                             Reference: Supply Agreement
                                             dated __________________ between
                                             Northern Telecom Inc. and
                                             Dobson Communications Corporation

                                      ANNEX 4

                                  TURNOVER NOTICE

TO:  Northern Telecom Inc.
     2435 N. Central Expressway
     Richardson, Texas 75080

     Attention:  Manager, Contract Administration

The undersigned hereby acknowledges that the Equipment located at __________ has
been installed and tested by Northern Telecom Inc., is available to be placed in
service and Commissioning has been completed as set forth in the referenced
Agreement.

The undersigned Buyer further acknowledges the commencement of the Warranty
Period as defined in the referenced Agreement as of the date written below.

Date:     _______________________

Buyer:    _______________________

By:       _______________________

Title:    _______________________


                                        4-1

<PAGE>

                                             Reference: Supply Agreement
                                             dated ________________ between
                                             Northern Telecom Inc. and
                                             Dobson Communications Corporation

                                 ACCEPTANCE NOTICE

TO:  Northern Telecom Inc.
     2435 N. Central Expressway
     Richardson, Texas 75080

     Attention:  Manager, Contract Administration

Pursuant to the terms and conditions of the referenced Agreement, I, the
undersigned Buyer, hereby acknowledge that Northern Telecom Inc. has completed
all requirements for Acceptance of the Equipment located at ___________________,
as set forth in the Agreement and all Annexes, and hereby certify to the final
Acceptance of such Equipment.

Date:     _____________________

Buyer:    _____________________

By:       _____________________

Title:    _____________________

                                        4-2

<PAGE>

                                      ANNEX 5

                              SELLER WARRANTY SERVICES

1.0       TAS WARRANTY SERVICES

1.1       If Buyer experiences operational difficulties, Buyer may contact
          Seller's Technical Assistance Service (TAS) Department. Special remote
          terminals in the TAS center are used to communicate with Buyer's
          System to diagnose fault conditions and recommend corrective action.

1.2       This function provides three (3) basic classifications of assistance
          to a customer:

1.2.1     Emergency Technical Assistance Service

          This service is available to customers who require immediate
          assistance with operational problems (i.e., loss of call processing,
          loss of billing). This service is available 24 hours/day, seven
          days/week. Through verbal reports and remote diagnoses of the System,
          TAS technicians recommend actions to restore the System to stable
          operation as quickly as possible.

1.2.2     Routine Technical Assistance Service

          This service is available to customers who require problem
          isolation/resolution in a Non-Emergency situation. This service is
          available during normal business hours (8-5 CST, M-F) and is primarily
          used for analysis of routine technical problems using verbal reports
          from site personnel and System-generated information.

1.2.3     Technical Information Service

          This service is available during normal working hours to answer the
          variety of questions about specific System functionality, procedures,
          operational issues, new features, and other telephony oriented
          questions.


                                         5-1
<PAGE>

2.0       SERVICES NOT COVERED BY WARRANTY

2.1       Seller will provide technical assistance free of charge during the
          initial warranty period, as defined in the terms and conditions of the
          Supply Agreement. Some situations may arise during this no-charge
          warranty period that will result in a service request being considered
          as billable. Such situations include, but are not limited to the
          following:

2.1.1     Requests resulting from problems with equipment not furnished by
          Seller.

2.1.2     Requests where the problem solution was available via Seller
          documentation such as NTPs, Advisory Bulletins, and BCS release
          documents.

2.1.3     Requests that result from patches which alter the design intent of
          standard Software in order to provide customer requested changes in
          operations.

2.1.4     Requests for on-site assistance in lieu of remote testing.

2.1.5     Non-emergency requests outside normal business hours (8-5 CST, M-F,
          Seller Holidays), unless scheduled with appropriate TAS manager in
          advance.

2.1.6     Requests for assistance in performing System data changes or changes
          to "write restricted" tables.

2.1.7     Requests for assistance in identifying faulty Hardware or Software for
          which standard maintenance fault-locating procedures exists.

3.0       PRIORITY CLASSIFICATION

3.1       The TAS Center offers a single point of contact for customers who
          require assistance to resolve problems which affect the technical
          operation of their Northern Telecom DMS-MTX equipment.

          TAS is available 24 hours/day, 7 days/week; therefore, the Service
          Priority Classification System is designed to establish an

                                         5-2
<PAGE>

          interrelationship between the problems and the appropriate level of
          reaction and resolution. The system is based upon a problem's direct
          or potential effect upon subscriber service.

          System problems are assigned one of five priority levels as defined in
          NORTHERN TELECOM PRACTICES:  "Northern Telecom Service Priority
          Classification," or as such document may be revised from time to time.
          The following situations are deemed by Seller to comprise an
          emergency:

3.2       E1 Degradation and/or Outage.

3.2.1     Central Control (CC) or Computing Module (CM) inability to recover
          from initialization on the active Central Processing Unit (CPU).

3.2.2     System call processing degraded for a reason such as:

            -  a trunk group out of service;
            -  10% or more cellular channels out of service;
            -  CDR billing;
            -  inability to recover from initialization;

3.3       E2 Potential Degradation and/or Outage.

3.3.1     Standby Central Control (CC) out of service.

3.3.2     Any Central Message Control (CMC), Master Clock, Network Module (NM),
          Input/Output Controller (IOC), Peripheral Processor out of service;

3.3.3     Affecting billing, 50% loss of DDU, MTD with no backup.

4.0       CUSTOMER SERVICE REPORT (CSR) PROCEDURES

4.1       Buyer Responsibility

          It is recommended that the Buyer arrange to have all Engineering and
          Technical Support personnel attend specified training courses in order
          to properly utilize existing documentation and diagnostic resources

                                         5-3
<PAGE>

          required to ensure proper day to day operations of its Northern
          Telecom equipment. Buyer is expected to understand and determine all
          engineering parameters and to use all locally available resources to
          troubleshoot and isolate system problems prior to calling Seller TAS
          for assistance; however, in emergency situations such as System
          outages, TAS should be notified immediately.

          Whatever the nature of the service call, the more completely the
          trouble is described, the more efficiently the problem can be analyzed
          and rectified.

          When a service call is placed with TAS, the following information must
          be provided;

            -  Indicate if the call is an emergency or not;
            -  Company name and switch site location;
            -  Main telephone number;
            -  Contact name and telephone number;
            -  Hardware type;
            -  Detailed problem description.

          After a service call is placed, Buyer site personnel must be available
          to take direction from TAS to perform on-site activity required to
          isolate and resolve the problem.

4.2       TAS Responsibility

          a.   Seller Normal Business Hours

               Routine or Emergency Service calls are taken during normal
               business hours (8-5 CST, M-F, except Seller holidays).

               The TAS coordinator (Receptionist) will direct the service call
               to the prime TAS representative assigned to the account. If the
               prime TAS representative is unavailable, a message may be taken
               or the call may be referred to a secondary TAS representative.
               TAS is committed to a same day reply to all messages. Emergency
               calls are responded to immediately by the first available TAS
               representative.

                                         5-4
<PAGE>

               The TAS representative taking the service call will request the
               required customer information, determine if the problem
               description requires that a Customer Service Report (CSR) be
               opened (general questions which do not require investigation may
               not need to be formally documented by a CSR), determine the
               appropriate priority classification, and respond according to the
               response objective associated with that classification.

               The TAS representative responsible for the CSR will prioritize
               all assigned CSRs according to priority classification and will
               resolve and close the CSR with the Buyer based on classification.

          b.   Outside Normal Business Hours

               Emergency Service Only (E1, E2)

               After-hours service calls are taken by an answering service. The
               answering service will record the calling party name, company and
               telephone number and will activate the emergency pager service
               to page the designated TAS representative on-call. If there is no
               response within five minutes, the answering service will begin
               calling home phone numbers and pagers of TAS Managers and other
               TAS representatives until contact is made. The responding Seller
               representative will contact Buyer immediately and take
               appropriate action to resolve the trouble. The service call will
               be formally documented the next regular business day.

5.0       EMERGENCY SHIPPING SERVICE FOR REPLACEMENT HARDWARE

5.1       For requests received during Seller regular business hours 8:00 a.m. -
          5:00 p.m. Monday-Friday (excluding holidays), the surcharge shall be
          $50 per request.

5.2       For requests received outside regular business hours (as defined
          above), the surcharge shall be $150 per request.

                                        5-5


<PAGE>

                                       ANNEX 6

                                   SOFTWARE LICENSE
              NORTHERN TELECOM INC. ("NTI") TELECOMMUNICATIONS PRODUCTS

1.   Subject to the terms hereinafter set forth, Northern Telecom, Inc., ("NTI")
grants to Buyer a personal, non-exclusive license: (1) to use certain Licensed
Software, proprietary to NTI or its suppliers, contained as an integral part of
the Hardware; and (2) to Install and use each item of Licensed Software not an
integral part of the Hardware; and (3) to use the associated documentation.
Buyer is granted no title or ownership rights in or to the Licensed Software, in
whole or in part, which rights if any, as between the parties, shall remain with
NTI or its suppliers.  The right to use Software or any individual feature
thereof may be restricted by a measure of usage of applications based upon the
number of devices, subscribers, or some similar measure.  Expansion beyond a
specified usage level may require payment of an additional fee.

2.   NTI considers the Licensed Software to contain "trade secrets" of NTI
and/or its suppliers.  Such "trade secrets" include, without limitation thereto,
the specific design, structure and logic of individual Licensed Software
programs, their interactions with other portions of Licensed Software, both
internal and external, and the programming techniques employed therein.  In
order to maintain the "trade secret" status of the information contained within
the Licensed Software, the Licensed Software is being delivered to Buyer in
object code form only.

3.   NTI or its suppliers holding any intellectual property rights in the
Licensed Software, and/or any third party owning any intellectual property right
in software from which the Licensed Software was derived, are intended third
party beneficiaries of this License.  All grants of rights to use intellectual
property intended to be accomplished by this License are explicitly stated and
no additional grants of such rights shall be inferred or created by implication.

4.   Buyer warrants to NTI that Buyer is not purchasing the rights granted by
this License in anticipation of reselling those rights.

5.   Buyer shall:

5.1  Hold the Licensed Software in confidence for the benefit of NTI and/or
suppliers; and

5.2  Keep a current record of the location of each copy of Licensed Software
made by it; and

5.3  Use each copy of the Licensed Software only on a single CPU at a time (for
this purpose, single CPU shall include systems with redundant processing units);
and

5.4  Affix to each copy of Licensed Software made by it, in the same form and
location, a reproduction of the copyright notices, trademarks and all other
proprietary legends and/or logos of NTI and/or its suppliers, appearing on
the original copy of such Licensed Software delivered to Buyer; and retain the
same without alteration on all original copies; and

5.5  Destroy the Licensed Software and all copies at such time as the Buyer
chooses to permanently cease using it.

6.   Buyer shall not:

6.1  Use the Licensed Software (i) for any purpose other than Buyer's own
internal business purposes and (ii) other than as provided by this License; or

6.2  Allow anyone other than Buyer's employees and agents to have physical
access to the Licensed Software; or

6.3  Make copies of the Licensed Software except such limited number of object
code copies in machine readable form only, as may be reasonably necessary for
execution or archival purposes only; or

6.4  Make any modifications, enhancements, adaptations, or translations to or of
the Licensed Software, except for those resulting from those Buyer interactions
with the Licensed Software associated with normal use and explained in the
associated documentation; or

6.5  Attempt to reverse engineer, disassemble, reverse translate, decompile, or
in any other manner decode the Licensed Software, in order to derive the source
code form or for any other reason; or

6.6. Make full or partial copies of any documentation or other similar printed
or machine-readable matter provided with Licensed Software unless the same has
been supplied in a form by NTI intended for periodic reproduction of partial
copies or except limited partial/copies of documentation for Buyer's informal
use only; or

6.7  Export or re-export the Licensed Software and/or associated documentation
from the fifty states of the United States and the District of Columbia.

7.   Buyer may assign collectively its rights under this License to any
subsequent owner of the Hardware, but not otherwise, except that no such
assignment or sublicense may be made to a direct competitor of NTI who
manufactures or sells wireless communications systems.  No such assignment shall
be valid until Buyer shall delegate all of its obligations under the Agreement
to such party, and obtains from the assignee an unconditional written
assumption of all of such obligations, and NTI consents, in writing, to such
delegation and assumption.  NTI shall not unreasonably withhold such consent.
Upon completion of such delegation and assumption Buyer shall transfer physical
possession of all Licensed Software (including all backup copies) to the
assignee.  Except as provided, neither this License or any rights acquired by
Buyer through this License are assignable.  Any attempted assignment of rights
and/or transfer of Licensed Software not specifically allowed shall be void and
conclusively presumed a material breach of this License.

8.   If NTI claims a material breach of this License and files an action in a
court of competent jurisdiction seeking relief, and a judge issues a court
order, or a judgment rendered, that there is a material breach of this License,
then Buyer shall be required to return the Software to NTI or its distributor.
If Buyer fails to return such Software within five (5) working days after the
issuance of the court order or judgment, or in the case of disclosure of the
Software to anyone other than Buyer's employees or agents the initial issuance
of a court order or judgment, then NTI shall have the right, without further
notice, to temporarily terminate Buyer's right to continue to possess and use
the Software.  If NTI elects to exercise that right, NTI may enter upon the
premises of Buyer during regular business hours and take possession of, remove,
and retain the Software until such time as the court may order otherwise.  For
purposes of obtaining injunctive relief hereunder Buyer shall be deemed to have
agreed that remedies available at law are not adequate to protect the interests
of NTI and/or its suppliers, and to have consented to the equity jurisdiction of
the court.

9.   IN NO EVENT WILL NTI AND/OR ANY OF ITS SUPPLIERS BE LIABLE TO OR THROUGH
BUYER FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, OR INTERRUPTION  OF
BUSINESS) SUFFERED BY BUYER FOR ANY REASON; (2) ANY DAMAGES SUFFERED BY BUYER AS
A RESULT OF BUYER'S FAILURE TO LIVE UP TO BUYER'S OBLIGATIONS UNDER THIS
AGREEMENT; (3) ANY CLAIM AGAINST BUYER BY ANY THIRD PARTY FOR DAMAGES OF ANY
KIND: ANY OR ALL OF WHICH ARISE FROM OR IN CONNECTION WITH THE DELIVERY, USE, OR
PERFORMANCE OF SOFTWARE GOVERNED BY THIS AGREEMENT, AND EVEN IF NTI AND/OR ANY
OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, EXCEPT AS
GRANTED IN THE BODY OF THE AGREEMENT TO WHICH THIS LICENSE IS ATTACHED, THE
LICENSED SOFTWARE IF PROVIDED BY NTI "AS IS" AND WITHOUT WARRANTY OF ANY KIND OR
NATURE, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE.
THIS LIMITATION OF WARRANTIES WAS A MATERIAL FACTOR IN THE ESTABLISHMENT OF THE
LICENSE FEE CHARGED FOR EACH SPECIFIC ITEM OF SOFTWARE LICENSED.

                                                              Supply Version 2.0
                                                                 Wireless - 1/95


                                         6-1
<PAGE>
                                      ANNEX 7

                                   DOCUMENTATION

System Documentation is available through Seller's computer-based information
system ("HELMSMAN") as described below:

       HELMSMAN CD-ROM: Includes one (1) compact disc and one (1) application
       program; CD-ROM reader and interface card are optionally available
       through Seller for use on Buyer-supplied DOS personal computer. Updates
       are available at additional costs. (Documents not available on compact
       disc will be provided in paper format.)


                                        7-1
<PAGE>

                                      ANNEX 8

                              RF ENGINEERING SERVICES
                                 STATEMENT OF WORK

The purpose of this document is to describe the Scope of Work (SOW) for RF
Cellular Services to conduct a design analysis and system verification to
enhance the capacity and coverage of the existing network of cell sites located
in the Kansas RSA 5 and Missouri RSA's 1,2, 4, and 5 markets (designated herein
as KSM). Attachment 1 presents technical information provided by Buyer to Seller
upon which Seller shall rely in the performance of this SOW.

1.0    INITIAL DESIGN REQUIREMENTS

Seller will make maximum use of existing in-house information from prior design
work to the extent applicable to this statement of work.

1.1    BUYER NETWORK REQUIREMENTS DEFINITION

The following information shall be provided by the customer prior to initiation
of system design. Where that information is not available, reasonable
engineering assumptions may be made by Seller's engineering.

Traffic Requirements - A clear definition of the expected number of calls to be
placed during the peak hours of communications as a function of geographic
location of the mobile users. Capacity requirements for Dense Urban, Urban,
Suburban, and Rural shall be supplied as applicable. An estimate of the Call
Mean Hold Time shall also be supplied. If not supplied, the default value for
call duration of 1.76 minutes will be used in the design.

Grade of Service - Defined in terms of probability of call blocked percentage.
The default condition will be 2% blocked call probability.

Coverage - Defined in terms of probability of completing a call over percentage
of the covered area. The basic design value to be used will be -85 dBm minimum
expected signal level coverage which will accommodate most portable units.
Actual measured signal level will vary over the coverage area. For indoor
portable use, the design signal level coverage is defined as the presence of a
specified signal level to be measured at discrete locations throughout the
coverage area. The default condition is -75 dBm to be measured within a one (1)
meter radius at ten locations within the covered area at a height of one (1)
meter from the floor.

Growth - Defined in terms of traffic increase expressed in percent per year for
a specified span of time. The default value will be 15% per year.


                                        8-1

<PAGE>

1.2    DATA COLLECTION - BUYER SUPPLIED

The following information shall be provided by Buyer to Seller for the covered
area prior to initiation of the preliminary design. If this data is not
supplied, a site visit may be required at additional cost.

Local street maps.

Local zoning restrictions (such as flood plains) that may affect location of
cell sites.

Since the contract requires the integration of the equipment into an existing
network, the customer shall provide the location of all existing affected cells
in the form of latitude and longitude accurate to one (1) arc-second, all
frequencies currently in operation in the existing network and all networks
bordering the KSM network and sharing the same frequency band, and all recent
coverage and C/I plots and drive test data. If Buyer has made adjustments in any
of the RF operating parameters of any cell sites since collection of the
provided data, then new drive test data of the affected cells must be supplied
or must be collected by Seller. No costs have been included in the basic price
for collection of this data by Seller's RF engineering. Such additional work by
Seller may be accomplished on a time and material basis.

Adjacent market frequency plan data shall be supplied by Buyer prior to start of
the frequency planning effort of Seller.

1.3    DATA COLLECTION - RF CELLULAR SERVICES

All applicable data collected by Seller in the past will be used if it is deemed
by Seller engineering to be reasonably current, accurate and representative of
the existing network. If Seller engineering deems it necessary, additional
information may be gathered by Seller from various sources in order to complete
the initial design. A fee may be included for collection of some of this
information where such information must be purchased from Seller approved
service providers. Such items will be billed to the project at actual cost.

Existing network data - This will include the collection of traffic, traffic
growth, and coverage of any existing cellular services. If available, published
subscriber forecasts are also collected. If Seller's engineering deems it
necessary, Buyer shall grant remote access to the OM data available on Buyer's
switch for analysis purposes. Seller will establish a folder on the Buyer's
switch for collection of the OM data. Access to the switch and the use of the
collected data in the folder shall remain undisturbed by Buyer for the duration
of the contract.


                                         8-2
<PAGE>

2.0    RF ENGINEERING SERVICES

2.1    KICK OFF MEETING /REQUIREMENTS

Following contract award to Seller for equipment and services within the
customer's network, a kick-off meeting will be required between the Buyer and
Seller's RF Engineering. The meeting shall accomplish the following:

1.     Review of customer input with respect to:

          a)   quality of service, coverage criteria, service area maps,
               subscriber traffic profile, rollout plan, forecast, etc.

          b)   design specifications.

1.     Review RF engineering process. Including organization charts, Buyer
       primes and Seller's RF Engineering primes by discipline.

2.     Review the final contract document and proposed RF Engineering process.
       Review other prerequisites, activities, and deliverables for each step.

3.     Review the Preliminary Design, Design Specifications, and RF Engineering
       Statement of Work.

During the review process, any concerns are resolved and, if necessary,
additional site visits are conducted to collect detailed data.

2.2    SYSTEM BENCHMARKING

Operational Measurements will be set-up and monitored by a member of the
Seller's design team at least one week prior to initial drive testing. This will
allow the RF Engineering team to evaluate the existing system performance
metrics and establish a baseline prior to initiating any design efforts. The
specific OM groups (as applicable) to be monitored will be at the sole
discretion of Seller.

In order to properly benchmark the system, a team of Seller's engineers with the
assistance of Buyer's engineers will drive test coverage areas prior to the
installation of the switch. This survey will take note of special physical
elements that could affect the design such as unsuitable soil conditions, arenas
or other large public buildings where traffic could be concentrated, and density
of buildings and surrounding geographical situations for more precise
application of the clutter models. Seller's and Buyer's engineers will jointly
determine the drive route in these areas. Data will be collected to establish
the current operating performance condition of the network in the covered area
prior to commencement of design work. Data from this survey will be used to make
corrections to the standard models used in the design analysis work.


                                         8-3
<PAGE>


2.3    INITIAL DESIGN

2.3.1  Propagation Prediction

Using this information preliminary cell cite designs are prepared. Seller uses
PlaNET as its design tool for RF propagation prediction. PlaNET is a software
package developed by Mobile Systems International (MSI) of England. PlaNET
provides the capability for single and multiple site RF prediction plots,
composite coverage plots, best server plots, interference prediction for both
co-channel and adjacent channel interference for an individual site or on a
whole system, and traffic calculations to fit demographics, land use, roadways
and traffic patterns.

The initial design results in the identification of recommended cell site
locations and search rings which are identified to the customer for site
acquisition activities. A total of 28 sites will be analyzed including 21
existing sites and 7 new sites. If additional site analyses are required as a
result of Buyer site acquisition activities, these efforts will be deemed
additional scope of work and Buyer will be charged according to the pricing
proposal.

The analysis process also results in prediction plots of the network, including:

       -  One composite and one individual cell coverage plot per cell of each
          new and changed existing cells,
       -  Best server plots, for the area covered by the new cells,
       -  Database of key parameters such as cell site coordinates, ground
          elevation for the new and changed existing cells,
       -  Tabulation of RF parameters for each new and changed existing cell
          (antenna type/manufacturer model, orientation, tilt, height, peak
          effective radiated power, etc.).
       -  One search ring for each new cell site for identification of
          alternative cell site locations should the principle property not be
          available.

If requested during the analysis phase, additional reviews of the area may be
conducted to identify areas of weak coverage, along with evaluation of
alternatives for coverage improvement such as additional macrocells or
microcells, cell enhancers, or other special techniques where feasible or
appropriate. Such work will be at additional cost to be negotiated with Buyer
prior to commencement of work.

2.3.2  Frequency Planning

The next step in the system analysis is the radio traffic design that involves
the analysis of traffic distribution within the service areas and the estimation
of voice channels required to support the desired system capacity. Based on the
traffic projection information provided by the Buyer, the grade of service
desired, and subscriber profile (Erlang loading), and other relevant information
gathered by the survey teams, the PlaNET tool is used to determine traffic
loading on a per-cell basis.


                                         8-4
<PAGE>


In the PlaNET model, it is assumed that the instant of call establishment and
the duration of calls follow a Poison distribution, allowing the use of Erlang B
formula to relate the traffic in Erlangs to the number of channels required at
the grade of service (GOS). This forms the basis of the quantity of voice
channels at each facility and the requirement for capacity increase in circuits
to each cell site.

Starting with the inputs and results of System Propagation Prediction Analysis,
this study develops and validates an initial plan of channel assignments
including control and voice channels, DCCs, and SATs. An analytical review of
the cell coverage and channel traffic forecasts is completed to identify the
channel requirements. These requirements are then used to determine the number
of channels needed at each facility and the potential requirement for further
sectorization.

Buyer shall then arrange a meeting between Seller engineering and engineering
representatives of the adjacent markets for the purpose of coordinating
frequencies at the boundary cells. Buyer is responsible for providing to Seller
the agreed frequency plans for interfacing with the adjacent markets prior to
final frequency plan design (paragraph 2.4).

As part of the plan, a manual system-wide Co-channel Carrier-to-interference
ratio (C/I) review is completed to identify areas of co-channel interference and
areas of heavy traffic density where adjacent channels are assigned in
physically adjacent cells. Further changes in the plan are completed to
eliminate predicted problem interferences or adjacencies, or if unavoidable with
the given constraints, to minimize their impact by migrating them to areas of
low traffic density.

2.4    DETAILED RF DESIGN

2.4.1  Site Verification Data Collection - by Buyer

The qualification, selection, and acquisition of sites will be accomplished
solely by Buyer. The following information shall be provided by Buyer to Seller
prior to starting the final design (see 2.4.3) and Seller shall rely on this
information as accurate for design and implementation and construction purposes:

1.     Verification of the suitability of the proposed antenna locations.
2.     Determination of the actual line of sight parameters for each cell
       location.
3.     Determination of the actual blockage profiles for each of the cell
       locations.
4.     Physical inspection and determination of the suitability of the downtilt
       prediction for the antennas.
5.     Additional RF measurements as required by Seller to support the
       propagation predictions.
6.     Complete photographic records of each candidate cell site.
7.     Identification of alternate sites. If additional site designs are
       required as a result of customer site acquisition activities, this
       effort will be deemed additional scope of work and Buyer will be
       charged according to the pricing proposal.


                                         8-5
<PAGE>

This data will then be forwarded to the design team at Seller for final RF
design of the network. Final design work will not start until completion of this
task by Buyer.

2.4.2  Buyer Site Acquisition

Following the site verification activities above, it is the Buyer's
responsibility to secure construction rights for the sites. In the event that
the primary site locations cannot be obtained, search rings have been provided
that will enable the customer to seek alternative site locations within
reasonable distances from the initial recommended locations. Once the final
locations have been determined, the customer shall provide the site coordinates
and other location data to Seller for final design of the network. If additional
site designs are required as a result of customer site acquisition activities,
this effort will be deemed additional scope of work and Buyer will be charged
according to the pricing proposal.

2.4.3  Preliminary Design Update - Final Design

A Final Design shall be generated based on the information generated in the
preceding efforts. This will be comprised of a study of the proposed service
areas and, using all available demographic and customer provided traffic pattern
data, will determine the final capacity requirements for each cell and will
formulate a final frequency plan for all channels. An initial study of datafill
and site configuration parameters will be undertaken to minimize all potential
interference and ensure that the design criteria are met.

The resulting frequency plan will be reviewed both manually and by automatic
analytical tools before finalization. Interactive review and discussion are
available with the Buyer prior to "lock down."  At the conclusion of these
reviews, all frequency plan details are documented in a tabular format, along
with the given plan constraints and explanation of any special considerations or
techniques employed in finalization. Outputs of the frequency plan will be:

       -  Full tabulation of frequency plan including channel set definitions,
          set and assignments of control channels, DCCs, voice channel sets, and
          SATs to cells.

       -  Supporting tabulation of constraints governing initial plan including
          channel requirements and underlying traffic forecast data.

       -  Explanation of special considerations or techniques employed in
          mitigation of any specific problems.

As a result of this design effort, a detailed Final Design Report will be
prepared and presented to the customer for approval at the final design review.

Upon approval by the customer, the RF design will be released to Seller's
Systems Applications Engineering for final provisioning and implementation.


                                         8-6
<PAGE>

3.0    POST INSTALLATION SUPPORT RF ENGINEERING

3.1    Acceptance Test Plan

During the construction phase of the program, RF engineering will prepare a
detailed Acceptance Test Plan (ATP) which will include proposed drive route(s),
RF parameters to be measured for Acceptance, and test methods to verify that the
installed cell sites meet the design objectives. The RF ATP will be submitted to
the Buyer for review and approval.

3.2    System Turn Up

3.2.1  Prior to Final Site Installation

Prior to turn up of the first site, the new switch load shall have been
installed and the existing cell site network returned to an operational state
with the frequency plan in effect as of the start of the switch load
installation. OM data shall have been collected by Seller to confirm operational
conformance of the RF portion of the cell sites to the condition of the network
prior to installation of the new load.

Upon installation of each site, Seller's installers shall have set the initial
RF parameters in accordance with the baseline datafill design criteria
established by Seller's engineering. System turn-up and will be conducted by
Seller for each new cell site within seven (7) days after the installation is
completed, verifying it operational from the RF perspective. Optimization of the
operating parameters of the network by Seller will be accomplished as described
in paragraph 3.2.2 following completion of installation of the last site.

It is understood by Seller that Buyer may elect to install the new cell sites
over a period of several months, and that Buyer may elect to turn up these sites
as they become operational. As a result, it may be necessary for Seller to
perform portions of the frequency retune plan as these new cell sites are made
operational. Frequency retunes of the entire network are not included in the SOW
during this portion of the installation process. Seller agrees to provide no
more than three (3) frequency retune portions until the final site installation
has been completed. If additional retune portions are necessary during the
process of installing the new cell sites, these will be performed by Seller on a
time and materials basis.

3.2.2  Following Completion of Last Site Installation

Final network optimization will undertaken following installation and turn up of
the last new cell site contemplated under this contract. As the optimization
effort progresses through ongoing performance analysis and drive testing,
appropriate parameter changes that can be readily implemented are identified and
specifically recommended to improve system call processing performance. Examples
of such changes include hand-off parameters, various system thresholds, and
frequency/SAT/DCC assignments.


                                         8-7
<PAGE>


During the optimization process, Seller Engineering will adjust and fine tune
the pertinent switch parameters to achieve improved performance. The primary
focus is to improve the percentages of dropped calls and dropped hand-offs and
to reduce excessive hand-offs.

Any appropriate changes requiring physical construction are identified and
recommended, but are not included in this Statement of Work. Examples include
changes in cell physical details (antenna centerline height, location), antenna
replacement, or the addition of channels, frames, or new cells to improve
performance, and development of a revised frequency plan. Alternative system
configurations (including possible sectorization) are documented, explained and
recommended in cases of substantial interference.

Seller's RF Engineering group will perform a final drive test of the KSM market.
The drive routes will be limited to those already tested as part of paragraph
2.2 of this SOW. The data monitored and gathered will include hand-off points,
signal strength, C/I levels and path balance characteristics of the network.
This data will then be post-processed, plotted and analyzed to determine
specific performance anomalies. Initial Datafill changes are made at this point
based on the analysis of the drive test data. The data will be compared to that
compiled as part of the initial drive tests to indicate performance
improvements.

3.3.3  Cell Site Audits

For each new cell site in the network or cluster to be optimized, RF Engineering
will conduct a cell site audit. Site Audits consist of verifying the
installation and operation of the Seller radio equipment and wiring. It is
essential that the equipment is installed, configured, tested, and datafilled in
the correct manner. The audit will ensure that the equipment is working properly
and is not adversely affecting any existing equipment or service. The audits
include, but are not limited to the following:

1.     Visually inspect physical plant (building, air conditioning, etc.).
       Insure that filters are clean, HVAC is operational,
       jumper/feedlines/connectors properly installed per Seller
       specifications, general cleanliness of the facility.

2.     Visually inspect the antenna structure for corrosion, loose fittings,
       etc.

3.     Inspect DC power and grounding to insure that Seller specifications are
       met.

4.     Sweep antennas for VSWR (Optional at additional cost).

5.     Sweep receive multicoupler/duplexer for gain and VSWR (Optional at
       additional cost).

6.     Check firmware for latest revision.


                                         8-8
<PAGE>


7.     Analog radio TX tests (if applicable)
       a.  HSMO
       b.  TX power
       c.  PA power stepping
       d.  TX frequency
       e.  Manchester data
       f.  Modulation limiting
       g.  Residual modulation
       h.  SAT deviation and frequency
       i.  ST deviation and frequency

8.     Combiner
       a.  tuning
       b.  loss

9.     Duplexer loss

10.    Analog radio RX tests (if applicable)
       a.  RX sensitivity (SINAD)
       b.  RSSI (response and offset)
       c.  RX audio level
       d.  Audio loopback
       e.  SAT detect
       f.  ST detect
       g.  1 kHz Test Tone generator
       h.  Desensitization

11.    Talk-In/Talk-Out balance

12.    Test TX/RX Audio Levels (AVL)

13.    Noise floor measurement (one channel from set)

14.    Intermodulation test (all channels)

15.    Call through tests (all channels)

16.    Maintenance log review

Site audits are an integral part of the optimization process and will be
performed prior to any extensive performance related adjustments being made. The
process of site auditing is easily taught to customer technicians / engineers
and can be performed by them, if desired. A Site Audit Report will be provided
to the customer within 30 days after completion of the audit.


                                         8-9
<PAGE>

                                     ATTACHMENT 1

                              BUYER PROVIDED INFORMATION

<TABLE>
<CAPTION>
DOBSON   CELLULAR

SITE      NAME                  LONG           LAT           ANT. HT  GRND HT    AZIM.      ERP   TILT          ANT. TYPE
 ID#                                                         (feet)   (feet)     (deg)    (Watts) (deg)
<S>    <C>                  <C>  <C>  <C>  <C>  <C>  <C>     <C>      <C>        <C>      <C>     <C>         <C>
  1     Atchinson           95   02   18   39   33   12       305      1060       270       100     0             740215
  2       Troy              95   02   20   39   47   35       307      1046      Omni        80     0            BCR10-H
  3       Baker             95   33   46   39   45   10       405      1180       090       100     0          740198RF5/8
  4     Effingham           95   25   25   39   33   08       335      1128      Omni        97     0          740198RF5/8
  5       Holton            95   48   37   39   23   45       405      1224      Omni        64     0             740198
  6    Leavenworth          94   56   15   39   17   52       245      1080       245        30     0             PD1136
                                                              160      1080       045        50     4            BCR60015
                                                              150      1080       170        70     0            BCR80015
                                                              245      1080       280        70     0            RWA80015
  7     Tonganoxie          95   04   42   39   05   25       305       960       090        50     0          740198RF5/8
  8       Gentry            94   28   55   40   19   39       305      1066      Omni       165     0            BCR12-O
  9      Maryville          94   53   01   40   22   00       355      1050      Omni        63     0             740198
 10    Maryville DT         94   52   14   40   20   06       133      1138      Omni        40     0             740247
 11     Mound City          95   11   41   40   04   14       405      1110       270        90     0         OGC9-825/RFM-3
 12     Rock Port           95   31   53   40   24   27       405      1140       060       100     0            740190R2
 13      Ridgeway           93   56   40   40   22   48       405      1050      Omni      67.6     0             740198
 14      Braymer            93   48   14   39   40   12       305       901         0       100     0          740198RF5/8
 15       Camron            94   15   17   39   44   46       305      1032      Omni       100     0             DB810
 16     Carrolton95         93   31   13   39   24   55       305       835      Omni       100     0             740198
 17    Chillicothe          93   35   14   39   48   51       355       774      Omni      73.2     0             740198
 18      Jameson            94   01   17   39   57   47       405       927      Omni        70     0             740198
 19     Maysville           94   19   45   39   53   40       366       951      Omni       133     0             SRL488
 20    Plattsburg 95        94   29   07   39   33   33       305      1010       065        90     0             DB563
</TABLE>



                                         8-10

<PAGE>



                                AMENDMENT NO. 2

                                       TO

                               SUPPLY AGREEMENT

                                    BETWEEN

                       DOBSON COMMUNICATIONS CORPORATION

                                      AND

                             NORTHERN TELECOM, INC.

Made as of this 24th day of June 1997, by and between Dobson Communications
Corporation (hereinafter referred to as "Buyer"), an Oklahoma corporation
with offices at 13439 North Broadway Extension, Suite 200, Oklahoma City,
Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred to as "Nortel"
or "Seller"), a Delaware corporation, with offices at 2435 N. Central
Expressway, Richardson, Texas 75080.

WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of
December 6, 1995, as amended December 20, 1995 (the "Agreement"); and

WHEREAS, Buyer and Seller now wish to amend the Agreement to include, among
other things, a new, extended Term, a commitment to purchase by Buyer and new
Equipment pricing, all as further described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Buyer and Seller agree to amend the Agreement as follows:

1.   Amend Article 1 (DEFINITIONS) as follows, adjusting the numbering
     sequence in Article 1 accordingly:

     (a)  Add new Section 1.1 as follows:

          "ADJUNCT PLATFORM" shall mean third party hardware and/or software,
          onto which Seller has added software in support of the applications
          listed in Annex 9 hereof ("Value-added Software") and


                                       1
<PAGE>


          in some cases, integrated such third-party hardware and Value-added
          Software into a system providing peripheral functionality for the
          DMS-MTX, all more fully described in Annex 9, 'Adjunct Platforms.'"

     (b)  Add the words "during the Initial Term" to the end of Section 1.8
          ("INITIAL PURCHASE").

     (c)  Delete existing Section 1.21 (Term) and insert the following new
          definitions in the appropriately numbered sections as determined by
          their insertion in alphabetical order:

          "EXTENDED TERM" shall mean the period commencing on June 24, 1997
          ("Extended Effective Date") and ending four (4) years thereafter.

          "INITIAL TERM" shall mean the period commencing on the date first
          set forth above (hereinafter 'Effective Date') and ending on June 23,
          1997.

2.   Amend Article 2 (SCOPE) by deleting the word "Term" in Section 2.1 and
     replacing it with "Initial Term and Extended Term."

3.   Amend Article 3 (PURCHASE ORDERS) at Section 3.1 by deleting the words
     "Term of this Agreement, or as it may be extended," in the first sentence
     and replacing them with "Initial Term and Extended Term."

4.   Amend Article 4 (PRICE) by adding the following to the end of Section 4.1:

     "Buyer understands that it has a firm obligation to purchase/license no
     less than $30 million net Price (i.e., Price less applicable discounts)
     of Equipment and/or Software from Seller during the Extended Term
     ("Commitment")."

5.   Amend Article 5 (PAYMENT) as follows:

     (a)  In Section 5.2 add the words "and before the Extended Effective
          Date" after the date "December 31, 1995."


                                       2
<PAGE>

     (b)  Add a new Section 5.3 as follows:

          "5.3   With respect to Purchase Orders for Equipment that include
                 Installation Services therefor, delivery of which Equipment is
                 taken by Buyer during the Extended Term, Buyer shall pay to
                 Seller the appropriate Price in accordance with the following:

          5.3.1  70% of the Purchase Order Price shall be invoiced by Seller
                 upon shipment of the Switch in the case of a System
                 Installation or, in the case of an Expansion or Cell Site
                 Installation, upon shipment of the major components to the
                 Installation Site.  Such payment shall be paid to Seller within
                 thirty (30) days following the date of Seller's invoice
                 therefor.

          5.3.2  20% of the Purchase Order Price shall be invoiced by Seller
                 upon the date of Turnover.  Such payment shall be paid to
                 Seller within thirty (30) days following the date of Seller's
                 invoice therefor.

          5.3.3  10% of the Purchase Order Price shall be invoiced by Seller
                 after Acceptance of the Equipment as defined in Article 14
                 herein.  Such payment shall be paid to Seller within thirty
                 (30) days following the date of Seller's invoice therefor."

6.   Amend Article 9 (PATENT OR COPYRIGHT INFRINGEMENTS) by adding the
     following to the single sentence constituting Section 9.4:

     "or, (iii) alleging that method of use claims in such patent are
     infringed by any service offering and/or by any use by Buyer of Equipment
     furnished hereunder to make such service offering available."

7.   Amend Article 10 (SOFTWARE LICENSE) by adding the words "During the
     Initial Term" to the beginning of the first sentence of Subsection 10.2.2.

8.   Amend Article 16 (REGULATORY COMPLIANCE) at Section 16.1 by adding the
     following after the words "Effective Date:"


                                       3
<PAGE>


     "for Equipment purchased during the Initial Term and in force on the
     Extended Effective Date for Equipment purchased during the Extended Term"

9.   Amended Article 17 (CHANGES) by deleting the opening paragraph of Section
     17.5 in its entirety and replacing it with the following:

     "Subject to Section 24.1 herein, for purchases during the Initial Term
     Buyer understands and agrees that the execution of this Agreement
     constitutes a firm, non-cancelable Purchase Order for the Initial Purchase
     set forth in Section 1.0 of Annex 1 and the training courses set forth in
     Section 4.0 of Annex 1.  For purchases during the Extended Term Buyer
     understands that the execution of this Agreement constitutes a firm,
     non-cancelable Purchase Order for the initial purchase of Equipment and
     training for the Extended Term ("Extended Term Initial Purchase") as set
     forth in Section 1.0 and 2.0 of Annex 1A.  However for Purchase Orders for
     Equipment other than the Initial Purchase and Extended Term Initial
     Purchase, upon written notification to Seller, Buyer may elect to cancel
     such Purchase Orders prior to shipment of Equipment in accordance with the
     following:"

10.  Amend Article 24 (GENERAL) by inserting the words "or claims for
     indemnification" after the word "otherwise" in Section 24.6.

11.  Amend Annex 1 (EQUIPMENT AND SERVICES PRICING) as follows:

     (a)  Add the word "INITIAL TERM" to the beginning of the title and
          adjust Annex 1 references in the Table of Contents and in Section 23
          of the Agreement accordingly.

     (b)  Add the word "Initial" before the word "Term" in the first sentence
          of the opening paragraph.

     (c)  Add the words "During the Initial Term" to the beginning of Section
          5.2.

12.  Add Annex 1A (EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as set out
     in Schedule "A" of this Amendment.


                                       4
<PAGE>


13.  Subject to Buyer executing this Amendment on or before June 30, 1997,
     Seller hereby agrees to add the following to Annex 1A:

     (a)  Add the words "Subject to (b) below" to the beginning of the
          sentence immediately preceding part (a) of Section 2.2.

     (b)  Add the following words to the end of Section 2.2(b):

          "provided, without charge to Buyer and included as a part of the
          Extended Term Initial Purchase, Seller shall provide Buyer with an
          Adept Silver system and MDS 2.09 system as described in Section 4.0
          of this Annex 1A."

     (c)  Add the following new Section 4.0 as follows:

          "4.0  ADEPT SILVER AND MDS 2.09 SYSTEMS

          4.1  MDS 20.9 System

<TABLE>
<CAPTION>
          PEC                     Description                             Qty
          ---                     -----------                             ---
     <S>               <C>                                                <C>
     MTX D02AMSACS     ACCOUNTING MEDIAT. COLLECT. S/W MDS 2.0            2511
     MTX D02AMSACSM    ACCOUNTING MEDIAT. COLLECT. S/W MDS 2.0M.FE        2511
     MDS 20BSYB        HP MDS 2.0 SYBASE S/W YEAR FOR ACS                    1
      (Pending)        FAULT MANAGEMENT/PERFORMANCE S/W MDS 3.0*             1
     MDS 220TR         HP MDS 2.0 K220 SERVER                                1
     MDS 221TR         HP MDS 3.0 K220 H/W S/W SUPPORT 0S6 YR1               1
     MDS 102TR         HP MDS 2.0 K220 OPTION A H/W                          1
     MDS 103TR         HP MDS 2.0 K200 OPT H/W SUPPORT 0S6 YR1               1
     MDS 000LC         MDS 2.0 NORTEL INTEGRATION                            1
     MDS 001LC         MDS 2.0 CABLES AND MISC. H/W                          4
     MDS 002LC         MDS 2.0 MAINTENANCE MODEM                             1
     MT 2000LC         E,F&I FOR MDS 2.0                                     1

     *When and if commercially available from Seller.

          4.2  ADEPT Silver System

          PEC                     Description                             Qty
          ---                     -----------                             ---

     MTX A0002         ADEPT SILVER - FIRST PLATFORM                         1
     XE 8885JD         ADEPT HP H/W - DOBSON SWITCH 4                        1
     XE 8884JD         ADEPT 3RD PARTY COMPONENT - SWITCH 4                  1
     XE 8886JD         DEPT E, F&I                                           1"

</TABLE>


                                       5
<PAGE>


14.  Amended Annex 8 (RF ENGINEERING SERVICES STATEMENT OF WORK) by adding
     the words "INITIAL TERM" to the title and the words "during the Initial
     Term" after the words "design analysis and system verification" in the
     first sentence.

15.  Add a new Annex 8A (EXTENDED TERM RF ENGINEERING SERVICES STATEMENT OF
     WORK) as set out in Schedule "B" of this Amendment.

16.  Add a new Annex 9 ("ADJUNCT PLATFORMS") as set out in Schedule "C" of
     this Amendment.

17.  Add the appropriate Annex listings for new Annexes 8A and 9 to the Table
     of Contents and Section 23 (ANNEXES), respectively.

18.  Except as specifically modified by Amendment No. 1 and this Amendment
     No. 2, the Agreement in all other respects shall continue in full force
     and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by
their duly authorized representatives effective as of the date first set
forth above.

DOBSON COMMUNICATIONS INC.             NORTHERN TELECOM INC.,


By: /s/ G. Edward Evans                By: /s/ Douglas Patterson
   -------------------------------        --------------------------------
           G. Edward Evans                     Douglas Patterson
   -------------------------------        --------------------------------
         Type or Print Name                      Type or Print Name

Title: President                       Title:  VP Finance
      ----------------------------            ----------------------------

Date:  6/24/97                         Date:  6/27/97
      ----------------------------          ------------------------------



                                       6
<PAGE>


                                 SCHEDULE A
                          TO AMENDMENT NO. 2 OF
                        SUPPLY AGREEMENT BETWEEN
                    DOBSON COMMUNICATIONS CORPORATION
                        AND NORTHERN TELECOM INC.

                                 ANNEX 1A

                 EXTENDED TERM EQUIPMENT AND SERVICES
                                PRICING


During the Extended Term, Seller may, at its discretion, implement changes to
the Equipment, modify the drawings and Specifications relating thereto, or
substitute Equipment of more recent design; provided, however, that any such
changes, modifications or substitutions shall not materially and adversely
affect performance of the System.  Unless otherwise specifically stated,
Services are not included in Equipment List Prices.

Buyer shall take delivery of the Extended Term Initial Purchase within
eighteen (18) months of the Extended Effective Date.

During the Extended Term, for 800 MHz AMPS/TDMA Equipment available to
Seller's customers as of the Extended Effective Date other than the Equipment
included in the Extended Term Initial Purchase ("Extended Term Additional
Equipment"), Prices shall be Seller's then-current List Prices for DMS-MTX
products less the applicable discounts set out in Section 3.2 of this Annex.

1.0  EXTENDED TERM INITIAL PURCHASE

     The Equipment configurations set out in this Section 1.0 assume that
     Buyer is providing sufficient floor space for the described Equipment.
     Additional Equipment and/or Installation may be required at Buyer's
     expense in the event Buyer fails to provide such floor space.

     Seller shall provide, and Buyer shall purchase for its technicians, the
     training courses listed in Subsections 1.1.1.4 and 1.2.1.3 below.  All
     training is conducted at Seller's facilities in Richardson, Texas.
     Tuition rates listed below are exclusive of travel, lodging and per
     diem expenses,


                                     A-1
<PAGE>


          which shall be for Buyer's account.  Course content is subject to
          change at Seller's discretion.

1.1       MARYLAND RSA 2- (Moving Existing Catocin Site MTX)

1.1.1     Switch Upgrade and Training

1.1.1.1   Switch Equipment Upgrade

<TABLE>
<CAPTION>
                                                         LIST         EXTENDED
             DESCRIPTION                      QTY       PRICE          PRICE
<S>                                           <C>      <C>           <C>             <C>
DTC XPM+Upgrade NTMX77AA Processor             2       $ 39,700      $   79,400
DTC XPM+Upgrade NTMX71AA Paddle Board          2       $  2,500      $    5,000
MCAM Cabinet                                   1       $ 29,472      $   29,472
MEDP Cabinet                                   2       $ 25,717      $   51,434
EDSPM Shelf NTAX7604                           3       $ 20,000      $   60,000
NTEX93AA EDSP Cards                            16      $ 32,000      $  512,000
NTAX80AA Controller Cards                      11      $  2,520      $   27,720
NT2X70AF Power Converter Cards                 11      $  3,255      $   35,805
CAP processor NTAX74AA - Spares                1       $ 59,600      $   59,600
Time Switch NTAX78AA - Spares                  1       $  8,400      $    8,400
ISDN Signal Processor NTBX01CA - Spares        1       $ 24,000      $   24,000
                                                       Switch Upgrade Subtotal       $  892,831

1.1.1.2  Switch Equipment Expansion

                                                         LIST           EXTENDED
             DESCRIPTION                      QTY       PRICE            PRICE
MCTM-1 Cabinet ICP metro w/ICP Packfill        4       $310,000      $1,240,000
240 Port ICP Packfill w/Digital metro Proc     2       $257,625      $  515,250
ICP METRO Processor-Digital                 Included
480 Port DTC Packfill                          1       $204,528      $  204,528
                                                       Capacity Expansion Subtotal   $1,959,778
                                                                         DISCOUNT   ($1,141,004)

1.1.1.3  Switch Software (1997 Fee)

                                               QTY       LIST           EXTENDED
             DESCRIPTION                      (SUBS)     PRICE           PRICE
MTX-06 Base Load & 97 S/W Release License
  Fee                                         29,600    $6/SUB          Included
ANSI ISUP TR-317                             Included  Included         Included
DCCH Sleep Mode                              Included  Included         Included
DCCH PSID/RSID                               Included  Included         Included
Group Ringing                                Included  Included         Included
Software Application fee                       1       $25,000          Included
                                                       1997 Annual Software Fee      Included
</TABLE>


                                        A-2
<PAGE>


1.1.1.4  Nortel Switch E, F&I

<TABLE>
<CAPTION>
                                                        LIST      EXTENDED
DESCRIPTION                                     QTY     PRICE      PRICE
<S>                                             <C>    <C>        <C>          <C>
Cabinet Expansion                                 5    $ 12,534    $ 62,670
Cabinet De-commissioning                         10    $  1,200    $ 12,000
Freight                                          22    $    504    $ 11,088
Cabinet De-commissioning                         10    $  4,800    $ 48,000
Move Misc. Equip. (MAP, modems, etc.)            40    $    120    $  4,800
Cutover assistance to new MTX in Frederick       80    $    120    $  9,600
MEDP Expansion                                    2    $  7,704    $ 15,408

                                                                  Subtotal     $   163,566


1.1.1.5  Training


                                                        LIST      EXTENDED
DESCRIPTION                                     QTY     PRICE      PRICE

MTX Maintenance                                   4    $  6,000    $ 24,000
Translations                                      4    $  2,000    $  8,000
Networking                                        4    $  2,250    $  9,000
Introduction to MTX MAP #925                      4    $  1,200    $  4,800
                                                                   Subtotal    $    45,800
                                            TOTAL MD2 SWITCH UPGRADE PRICE     $ 1,920,931
                                                        STRATEGIC DISCOUNT     $(1,711,565)
                                        NET TOTAL MDS SWITCH UPGRADE PRICE     $   209,366


1.1.2  Maryland RSA 2 - Cell Site Equipment


                                                        LIST      EXTENDED
DESCRIPTION                                     QTY     PRICE      PRICE

WYE MILLS
  96 CH. 120 SECT/ICRM+/ATC                       1    $492,752    $492,752
  Dual Mode Radio Unit Monitor                    1    $  7,150    $  7,150
  Small RF/CE Frame Power and Ground              1    $  5,935    $  5,935
                                                                   Subtotal    $   505,837

OCEAN PINES
  96 CH. 120 SECT/ICRM+/ATC                       1    $492,752    $492,752
  Dual Mode Radio Unit Monitor                    1    $  7,150    $  7,150
  Small RF/CE Frame Power and Ground              1    $  5,935    $  5,935
                                                                   Subtotal    $   505,837

SALISBURY
  64 CH. 120 SECT/ICRM+/ATC                       1    $344,150    $344,150
  Dual Mode Radio Unit Monitor                    1    $  7,150    $  7,150
  Small RF/CE Frame Power and Ground              1    $  4,125    $  4,125
                                                                   Subtotal    $   355,425

CAMBRIDGE
  64 CH. 120 SECT/ICRM+/ATC                       1    $344,150    $344,150
  Dual Mode Radio Unit Monitor                    1    $  7,150    $  7,150
  Small RF/CE Frame Power and Ground              1    $  4,125    $  4,125
                                                                   Subtotal    $   355,425

PRINCE FREDERICK
  48 CH. 120 SECT/ICRM+/ATC                       1    $276,942    $276,942
  Dual Mode Radio Unit Monitor                    1    $  7,150    $  7,150
  Small RF/CE Frame Power and Ground              1    $  3,220    $  3,220
                                                                   Subtotal    $   287,312
</TABLE>


                                      A-3
<PAGE>

<TABLE>
<CAPTION>
                                                        LIST      EXTENDED
DESCRIPTION                                     QTY     PRICE      PRICE
<S>                                             <C>    <C>        <C>      <C>
LEONARDTOWN
  48 CH. 120 SECT/ICRM+/ATC                       1    $276,942   $276,942
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  3,220   $  3,220
                                                                  Subtotal  $   287,312

SNOW HILL
  24 CH. OMNI/ICRM+/ATC                           1    $148,305   $148,305
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  2,315   $  2,315
                                                                  Subtotal  $   157,770

PRINCESS ANNE
  48 CH. 120 SECT/ICRM+/ATC                       1    $276,942   $276,942
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  3,220   $  3,220
                                                                  Subtotal  $   287,312

CRUMPTON
  48 CH. 120 SECT/ICRM+/ATC                       1    $276,942   $276,942
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  3,220   $  3,220
                                                                  Subtotal  $   287,312

CALVERT CLIFFS
  48 CH. 120 SECT/ICRM+/ATC                       1    $276,942   $276,942
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  3,220   $  3,220
                                                                  Subtotal  $   287,312

LEXINGTON PARK
  48 CH. 120 SECT/ICRM+/ATC                       1    $276,942   $276,942
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  3,220   $  3,220
                                                                  Subtotal  $   287,312

POCOMOKE CITY
  24 CH. OMNI/ICRM+/ATC                           1    $148,305   $148,305
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  2,315   $  2,315
                                                                  Subtotal  $   157,770

EASTON
  64 CH. 120 SECT/ICRM+/ATC                       1    $344,150   $344,150
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  4,125   $  4,125
                                                                  Subtotal  $   355,425

KENT ISLAND
  64 CH. 120 SECT/ICRM+/ATC                       1    $344,150   $344,150
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  4,125   $  4,125
                                                                  Subtotal  $   355,425

OCEAN CITY NORTH
  32 CH. 120 SECT/ICRM+/ATC                       1    $214,312   $214,312
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  2,315   $  2,315
                                                                  Subtotal  $   223,777

OCEAN CITY SOUTH
  24 CH. OMNI/ICRM+/ATC                           1    $148,305   $148,305
  Dual Mode Radio Unit Monitor                    1    $  7,150   $  7,150
  Small RF/CE Frame Power and Ground              1    $  2,315   $  2,315
                                                                  Subtotal  $   157,770
</TABLE>


                                      A-4
<PAGE>

<TABLE>
<CAPTION>
                                                              UNIT        EXTENDED
              DESCRIPTION                         QTY         PRICE         PRICE
<S>                                               <C>        <C>          <C>             <C>
MUTUAL BAMS
    48 CH. 120 SECT/ICRM+/ATC                       1        $276,942    $  276,942
    Dual Mode Radio Unit Monitor                    1        $  7,150    $    7,150
    Small RF/CE Frame Power and Ground              1        $  3,220    $    3,220
                                                                           Subtotal       $   287,312

OC INLET
    32 CH. OMNI/ICRM+/ATC                           1        $168,527    $  168,527
    Dual Mode Radio Unit Monitor                    1        $  7,150    $    7,150
    Small RF/CE Frame Power and Ground              1        $  2,315    $    2,315
                                                                           Subtotal       $   177,992

DENTON CITY
    24 CH. OMNI/ICRM+/ATC                           1        $148,305    $  148,305
    Dual Mode Radio Unit Monitor                    1        $  7,150    $    7,150
    Small RF/CE Frame Power and Ground              1        $  2,135    $    2,135
                                                                           Subtotal       $   157,770

FEDERALSBURG
    24 CH. OMNI/ICRM+/ATC                           1        $148,305    $  148,305
    Dual Mode Radio Unit Monitor                    1        $  7,150    $    7,150
    Small RF/CE Frame Power and Ground              1        $  2,315    $    2,315
                                                                           Subtotal       $   157,770

WICIMICO PARK
    48 CH. 120 SECT/ICRM+/ATC                       1        $276,942    $  276,942
    Dual Mode Radio Unit Monitor                    1        $  7,150    $    7,150
    Small RF/CE Frame Power and Ground              1        $  3,220    $    3,220
                                                                           Subtotal       $   287,312

QUEENSTOWN
    64 CH. 120 SECT/ICRM+/ATC                       1        $344,150    $  344,150
    Dual Mode Radio Unit Monitor                    1        $  7,150    $    7,150
    Small RF/CE Frame Power and Ground              1        $  4,125    $    4,125
                                                                           Subtotal       $   355,425

GROWTH CELL SITES
    16 CH. OMNI/ICRM+/ATC w/Radios                 11        $293,419    $3,227,609
    (TRUII/SCLPA) DCCH and DLCR                   104        $ 10,500    $1,092,000       $ 4,319,609

RADIOS:
    (TRU-2/SCLPA) ACCH and ALCR                   112        $ 10,500    $1,176,000
    Dual Mode Radios (TRU-2 and SCLPA)s           671        $ 10,500    $7,045,500
                                                                           Subtotal       $ 8,221,500

              SPARES
    Cell Site Spares Kit (ICRM/DRU)                 2        $ 54,974    $  109,948       $   109,948
                                                       Cell Site Equipment Subtotal       $17,836,971

                                                                           DISCOUNT       $(6,985,288)
                                                        New Growth Incentive Credit       $(4,319,609)
</TABLE>


                                                 A-5
<PAGE>

<TABLE>
<CAPTION>
                                                              UNIT        EXTENDED
              DESCRIPTION                         QTY         PRICE         PRICE
<S>                                               <C>         <C>         <C>              <C>
NORTEL CELL SITE E, F&I:
    Engineering                                    22       $      450    $    9,900
    Install & Commission 24/32 OMNI Cell Site       6       $   15,912    $   95,472
    Install & Commission 24/48 SECT Cell Site       9       $   29,520    $  265,680
    Install & Commission 64 SECT Cell Site          5       $   35,424    $  177,120
    Install & Commission 96 SECT Cell Site          2       $   41,328    $   82,656
                                                                          Subtotal         $  630,828

1.1.3   RF Engineering Services
    RF Design Evaluation                           22       $    6,903      Included
    RF Frequency Planning                          22       $    1,420      Included

                                                 MARYLAND RSA 2 NET CELL SITE PRICE        $8,254,902


1.2     FREDERICK SWITCH  -  (PA 10, Hagerstown, Cumberland and Maryland 3)

1.2.1   Switch Equipment and Training

1.2.1.1 Switch Equipment


                                                              UNIT        EXTENDED
              DESCRIPTION                         QTY         PRICE         PRICE

MUTUAL BAMS

    SuperNode SE Core Cabinet                       1       $1,112,109    $1,112,109
    MCAM Cabinet                                    1       $  112,779    $  112,779
    MCGM Cabinet                                    2       $   75,695    $  151,390
    MCTM-I Cabinet                                  2       $   45,294    $   90,588
    240 Port ICP Packfill for ENET                  3       $  160,500    $  481,500
    240 Port ICP Packfill for Digital               3       $  113,196    $  339,588
    480 Port DTC Packfill                           1       $  204,528    $  204,528
    MEDP Cabinet                                    1       $   25,277    $   25,277
    EDSPM Shelf NTAX7604                            3       $   20,000    $   60,000
    NTEX93AA EDSP Cards                             5       $   32,000    $  160,000
    NTAX80AA Controller Cards                       5       $    2,520    $   12,600
    NT2X70AF Power Converter Cards                  7       $    3,255    $   22,785
    NT9X14EA 96M Cards                              4       $   99,456    $  397,824
    Turbolink Kit                                   1       $    4,239    $    4,239
    SuperNode SE Spares w/Cabinet                  LOT      $  613,412    $  613,412
    SS7 Link Interface Units (V.35)                 3       $   13,352    $   40,056
    Multiprotocol Controller CP                     3       $    3,150    $    9,450
    X.25 Network Links NT6X91BB                     2       $    3,150    $    6,300
    I/O Control Cards                               2       $      580    $    1,160
    Supermode MAP Equipment w/Furniture             1       $   32,215    $   32,215
                                                                          Subtotal         $2,877,800
                                                                          DISCOUNT        ($1,551,120)
</TABLE>


                                          A-6
<PAGE>

<TABLE>
<CAPTION>

1.2.1.2  Switch Software (1997)


                                                 QTY      LIST      EXTENDED
           DESCRIPTION                          (SUBS)    PRICE      PRICE
<S>                                            <C>       <C>        <C>
MTX-04/06 Base Load & 97 S/W Release
  License Fee                                   30,000    $6/Sub    Included
ANSI ISUP TR-317                               Included  Included   Included
DCCH Sleep Mode                                Included  Included   Included
DCCH PSID/RSID                                 Included  Included   Included
Group Ringing                                  Included  Included   Included
Calling Line ID                                Included  Included   Included
RDIO Remote Radio I/F Price per Radio          Included  Included   Included
Software Application Fee                           1      $25,000   Included
                                                    1997 Annual Software Fee      Included


1.2.1.3  Nortel Switch E, F&I

                                                          LIST      EXTENDED
           DESCRIPTION                           QTY      PRICE      PRICE

New Switch Install & Commission                  LOT     $166,432   $166,432      $166,432

1.2.1.4.  Training


                                                          LIST      EXTENDED
           DESCRIPTION                           QTY      PRICE      PRICE

MTX Maintenance                                   4       $6,000     $24,000
Transalations                                     4       $2,000     $ 8,000
Networking                                        4       $2,250     $ 9,000
Introduction to MTX MAP #925                      4       $1,200     $ 4,800
                                                                    Subtotal    $   45,800
                                                         NEW SWITCH DISCOUNT   ($1,809,000)

                                            NEW TOTAL FREDERICK SWITCH PRICE    $  729,912


1.2.2   Cell Site Equipment Upgrade - (PA 10, Hagerstown, Cumberland and
        Maryland 3)

1.2.2.1 Cell Site Equipment


                                                          UNIT      EXTENDED
           DESCRIPTION                           QTY      PRICE      PRICE

EVERETT
  16 CH. RCMI OMNI to ICRM+ OMNI UPGRADE          1      $80,577     $80,577
  Digital CSM (NT3P70BC)                          1      $ 4,975     $ 4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150     $ 7,150
  CE Bay ATC Upgrade                              1      $   695     $   695
  8 CH. ATC retrofit                              1      $11,000     $11,000
  8 CH. ATC retrofit expansion                    1      $11,000     $11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110     $ 1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500     $42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s        9      $10,500     $94,500
                                                                    Subtotal      $253,657
</TABLE>


                                      A-7
<PAGE>

<TABLE>
<CAPTION>
                                                          UNIT      EXTENDED
           DESCRIPTION                           QTY      PRICE      PRICE
<S>                                              <C>     <C>        <C>           <C>
SIDELING HILL
  16. CH.RCMI OMNI to ICRM+ OMNI UPGRADE          1      $80,577     $80,577
  Digital CSM (NT3P70BC)                          1      $ 4,975     $ 4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150     $ 7,150
  CE Bay ATC Upgrade                              1      $   695     $   695
  8 CH. ATC retrofit                              1      $11,000     $11,000
  8 CH. ATC retrofit expansion                    1      $11,000     $11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110     $ 1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500     $42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s        7      $10,500     $73,500
                                                                    Subtotal      $232,657

KINTON KNOB
  16 CH.RCMI OMNI to ICRM+ OMNI UPGRADE           1      $80,577    $ 80,577
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              1      $11,000    $ 11,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110    $  1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       10      $10,500    $105,000
                                                                    Subtotal      $264,157

CATOCIN
  48 CH.RCMI SECT to ICRM+ SECT UPGRADE           1     $110,610    $110,610
  48-64 CH. SECT Expansion                        1     $ 36,599    $ 36,599
  Digital CSM (NT3P70BC)                          1     $  4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1     $  7,150    $  7,150
  CE Bay ATC Upgrade                              1     $    695    $    695
  8 CH. ATC retrofit                              3     $ 11,000    $ 33,000
  8 CH. ATC retrofit expansion                    3     $ 11,000    $ 33,000
  NT330BD RF Frame PA to ATC Cable               48     $    110    $  5,280
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR           12     $ 10,500    $126,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       38     $ 10,500    $399,000
                                                                    Subtotal      $756,309

MONROVIA
  16 CH. RCMI OMNI to ICRM+ OMNI UPGRADE          1      $80,577    $ 80,577
  16-32 CH. OMNI Expansion                        1      $56,661    $ 56,661
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              1      $11,000    $ 11,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110    $  1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       15      $10,500    $157,500
                                                                    Subtotal      $373,318
</TABLE>


                                      A-8
<PAGE>

<TABLE>
<CAPTION>
                                                          UNIT      EXTENDED
           DESCRIPTION                           QTY      PRICE      PRICE
<S>                                              <C>     <C>       <C>            <C>
THURMONT
  16 CH. RCMI OMNI to ICRM+ OMNI UPGRADE          1      $80,577    $ 80,577
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              1      $11,000    $ 11,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110    $  1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       10      $10,500    $105,000
                                                                    Subtotal      $264,157

BRUNSWICK
  16-32 CH. OMNI Expansion                        1      $56,661    $ 56,661
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              1      $11,000    $ 11,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               32      $   110    $  3,520
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       14      $10,500    $147,000
                                                                    Subtotal      $284,001

FREDERICK
  48 CH. RCMI SECT to ICRM+ SECT UPGRADE          1     $110,610    $110,610
  48-64 CH. SECT Expansion                        1     $ 36,599    $ 36,599
  Digital CSM (NT3P70BC)                          1     $  4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1     $  7,150    $  7,150
  CE Bay ATC Upgrade                              1     $    695    $    695
  8 CH. ATC retrofit                              3     $ 11,000    $ 33,000
  8 CH. ATC retrofit expansion                    3     $ 11,000    $ 33,000
  NT330BD RF Frame PA to ATC Cable               48     $    110    $  5,280
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR           12     $ 10,500    $126,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       44     $ 10,500    $462,000
                                                                    Subtotal      $819,309

URBANA
  16-32 CH OMNI Upgrade                           1      $56,661    $ 56,661
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  NTFM22CA 16CH. RF OMNI ATC FRAME                1      $49,000    $ 49,000
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              1      $11,000    $ 11,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110    $  1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       15      $10,500    $157,500
                                                                    Subtotal      $292,741
</TABLE>


                                      A-9
<PAGE>

<TABLE>
<CAPTION>
                                                          UNIT      EXTENDED
           DESCRIPTION                           QTY      PRICE      PRICE
<S>                                              <C>     <C>        <C>           <C>
FUNKSTOWN
  16 CH.RCMI OMNI to ICRM+ OMNI UPGRADE           1      $80,577    $ 80,577
  16-32 CH. OMNI Upgrade                          1      $56,661    $ 56,661
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              1      $11,000    $ 11,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110    $  1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       15      $10,500    $157,500
                                                                    Subtotal      $373,318

170 EAST/HUYETT
  48 CH.RCMI SECT to ICRM+ SECT UPGRADE           1     $110,610    $110,610
  48-64 CH. SECT Expansion                        1     $ 36,599    $ 36,599
  Digital CSM (NT3P70BC)                          1     $  4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1     $  7,150    $  7,150
  CE Bay ATC Upgrade                              1     $    695    $    695
  8 CH. ATC retrofit                              2     $ 11,000    $ 22,000
  8 CH. ATC retrofit expansion                    2     $ 11,000    $ 22,000
  NT330BD RF Frame PA to ATC Cable               48     $    110    $  5,280
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR           12     $ 10,500    $126,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       25     $ 10,500    $262,500
                                                                    Subtotal      $597,809

MARTAIN MTN/CLEARSPRING
  16 CH.RCMI OMNI to ICRM+ OMNI UPGRADE           1      $80,577     $80,577
  Digital CSM (NT3P70BC)                          1      $ 4,975     $ 4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150     $ 7,150
  CE Bay ATC Upgrade                              1      $   695     $   695
  8 CH. ATC retrofit                              1      $11,000     $11,000
  8 CH. ATC retrofit expansion                    1      $11,000     $11,000
  NT330BD RF Frame PA to ATC Cable               16      $   110     $ 1,760
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500     $42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s        8      $10,500     $84,000
                                                                    Subtotal      $243,157

QUARRY
  32 CH.RCMI OMNI to ICRM OMNI UPGRADE            1      $93,295    $ 93,295
  32-48 CH. OMNI Expansion                        1      $56,716    $ 56,716
  Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
  Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
  CE Bay ATC Upgrade                              1      $   695    $    695
  8 CH. ATC retrofit                              2      $11,000    $ 22,000
  8 CH. ATC retrofit expansion                    1      $11,000    $ 11,000
  NT330BD RF Frame PA to ATC Cable               32      $   110    $  3,520
  (TRU-2/SCLPA) DCCH, ACCH, DLCR, ALCR            4      $10,500    $ 42,000
  DualMode Voice Radios (TRU-2 and SCLPA)s       29      $10,500    $304,500
                                                                    Subtotal      $545,851
</TABLE>


                                     A-10
<PAGE>

<TABLE>
<CAPTION>
                                                            UNIT     EXTENDED
                     DESCRIPTION                 QTY       PRICE      PRICE
<S>                                              <C>      <C>        <C>           <C>
HAYSTACK
   Digital CSM (NT3P70BC)                          1      $ 4,975     $ 4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150     $ 7,150
   CE Bay ATC Upgrade                              1      $   695     $   695
   8 CH. ATC retrofit                              1      $11,000     $11,000
   8 CH. ATC retrofit expansion                    1      $11,000     $11,000
   NT330BD RF Frame PA to ATC Cable               16      $   110     $ 1,760
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500     $42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s        7      $10,500     $73,500
                                                                     Subtotal    $152,080

WARFORDSBURG/HAGERSTOWN
   Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500    $ 42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s       15      $10,500    $157,500
                                                                     Subtotal    $211,625

NEW MARKET
   Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
   SMALL RF/CE FRAME POWER & GROUND                1      $ 2,315    $  2,315
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500    $ 42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s       15      $10,500    $157,500
                                                                     Subtotal    $213,940

BUCKEYESTOWN
   Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
   SMALL RF/CE FRAME POWER & GROUND                1      $ 2,315    $  2,315
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500    $ 42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s       14      $10,500    $147,500
                                                                     Subtotal    $203,440

EMMITSBURG
   Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
   SMALL RF/CE FRAME POWER & GROUND                1      $ 1,410    $  1,410
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500    $ 42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s        4      $10,500    $ 42,000
                                                                     Subtotal     $97,535

SIDELING SOUTH
   Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
   SMALL RF/CE FRAME POWER & GROUND                1      $ 2,315    $  2,315
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500    $ 42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s       15      $10,500    $157,500
                                                                     Subtotal      $213,940

BOONSBORO
   Digital CSM (NT3P70BC)                          1      $ 4,975    $  4,975
   Dual Mode Radio Unit Monitor                    1      $ 7,150    $  7,150
   SMALL RF/CE FRAME POWER & GROUND                1      $ 1,410    $  1,410
   (TRU-2/SCLPA) DCCH,ACCH,DLCR,ALCR               4      $10,500    $ 42,000
   DualMode Voice Radios (TRU-2 and SCLPA)s       14      $10,500    $147,000
                                                                     Subtotal      $202,535
</TABLE>


                                     A-11
<PAGE>

<TABLE>
<CAPTION>

1.2.2.2 Installed Base Radio Credit

                                                            UNIT     EXTENDED
                     DESCRIPTION                 QTY       PRICE      PRICE
<S>                                              <C>     <C>        <C>          <C>
   Installed Base DRU(s) Credited                (49)    ($10,500)  ($514,500)   ($514,500)

1.2.2.3 Spares

                                                            UNIT     EXTENDED
                     DESCRIPTION                 QTY       PRICE      PRICE
   Cell Site Spares Kit(ICRM/DRU)                  2      $54,974    $109,948      $109,948

                                                 Cell Site Equipment Subtotal    $6,705,484
                                                                     DISCOUNT   ($2,984,393)

1.2.2.4 Nortel Cell Site E, F&I

                                                            UNIT     EXTENDED
                     DESCRIPTION                 QTY       PRICE      PRICE
   EF&I RCMI updates                              11       $2,160     $23,760
   EF&I DCSM and DRUM                             20       $4,320     $86,400
   RF Frame I&C                                    8       $5,304     $42,432
   ATC Retrofit                                   33         $480     $15,840
   RF Frame I&C                                   14       $5,304     $74,256
                                                                     Subtotal     $242,688

   * Total EF&I to do all listed work at one time.

1.2.2.5 RF Engineering Services

   RF Design Evaluation                           20       $6,903    Included
   FR Frequency Planning                          20       $1,420    Included

                                   MARYLAND RSA 3 NET CELL SITE UPGRADE PRICE    $3,449,279
</TABLE>

1.3  RF SERVICES

     Seller shall provide the RF design evaluation and frequency planning
     Services included in the Price for Maryland RSA 2 and Maryland RSA 3 in
     Subsections 1.1.3 and 1.2.2.5, respectively, of this Annex 1A in
     accordance with the statement of work set out in Annex 8A of this
     Agreement.

1.4  P-3 TRADE-IN CREDITS

     Seller hereby agrees to grant a purchase credit in the amount of $750 to
     Buyer for each P-3 radio unit it trades-in to Seller during the Extended
     Term; provided, as follows:


                                     A-12
<PAGE>


       (a) Each trade-in credit may be applied only against the purchase Price
           of one TRU-2 and SCLPA radio unit ("TRU-2 Unit") and only one credit
           may be applied against the purchase Price of each such TRU-2 Unit;

       (b) Buyer shall replace each P-3 (de-installed hereunder and traded-in
           to Seller) with a TRU-2 Unit; and,

       (c) Seller shall de-install each applicable P-3 prior to the applicable
           Turnover of the TRU-2 Unit replacing it.

       Seller shall remove such de-installed P-3(s) in accordance with the
       applicable project schedule.  Buyer warrants that title to such
       de-installed equipment shall be free and clear and shall pass to Seller
       upon de-installation.

2.0    SOFTWARE RELEASE LICENSE FEE

2.1    During the Extended Term, Buyer shall pay Seller the following fees
       for each Switch in service as of the Extended Effective Date or
       purchased thereafter by Buyer under this Agreement (including the
       Extended Term Initial Purchase):

       (a) based on the audit described in Subsection 2.1.2 below, or the
           determination of the number of subscribers at Turnover as
           described in Subsection 2.1.3 below, as applicable, a Software
           license fee per Switch each calendar year during the Extended Term
           equal to the product of $6.00 times the number of subscribers on
           such applicable Switch at the time of such audit or Turnover, as
           applicable ("Software License Fee"); and,

       (b) a Software application fee of $25,000 ("Software Application Fee")
           per Switch per calendar year,

       (cumulatively, the "Annual Software Fee"); provided, subject to
       Subsection 2.1.1 below, in no event shall such Annual Software Fee be
       less than $50,000 or greater than $250,000 for each applicable Switch
       during the Extended Term.


                                      A-13
<PAGE>


       Subject to Subsection 2.1.3 below, Seller shall invoice Buyer for the
       applicable Annual Software Fee upon completion of the audit described
       in Subsection 2.1.2 below and Buyer shall pay 100% of the applicable
       invoice within thirty (30) days of the date of such invoice.

2.1.1  For the Switch in Buyer's Maryland 2 market only, no such $50,000
       minimum Annual Software Fee shall apply in the event such audit
       indicates that no subscriber database is datafilled on such Switch;
       provided, Buyer shall pay the Software Application Fee for such Switch.

2.1.2  Except for the instances described in Subsection 2.1.3 hereinbelow,
       commencing in 1998, at the beginning of each calendar year during the
       Term, but not later than January 31st of each such calendar year,
       Seller shall audit each applicable Switch under this Agreement (i.e.,
       Buyer's Switches in its Cheyenne, Kansas, Maryland 2 and Maryland 3
       markets) and any new Switch purchased by Buyer under this Agreement
       for any other market(s) ("New Market Switch") to determine the number
       of subscribers per Switch for purposes of calculating the applicable
       Annual Software Fee for the calendar year during which the audit is
       conducted.  Buyer hereby gives Seller the right at its discretion to
       conduct such audit remotely or visually on-site.

2.1.3  In the event Turnover of a New Market Switch occurs after January 31st
       of any calendar year during the Term (including 1997), upon Turnover
       of such New Market Switch, Seller may invoice Buyer for the $25,000
       Software Application Fee and the applicable initial Software License
       Fee based on the number of subscribers on such New Market Switch as
       of the date of Turnover of such Switch, such initial Software License
       Fee being prorated for the remainder of the calendar year in which
       such New Market Switch is installed.  Buyer shall pay 100% of the
       applicable invoice within thirty (30) days of the date of such invoice.

2.2    For the Annual Software Fee Buyer shall be provided with one (1)
       DMS-MTX standard, commercially available Software release per Switch,
       as offered by Seller to its customers for 800 MHz AMPS/TDMA Equipment
       application during the applicable calendar year.  Buyer may license
       additional Software releases offered by Seller to its customers for each


                                      A-14
<PAGE>


       such Switch in a given Extended Term calendar year in addition to the
       Software release included in such Annual Software Fee by paying Seller
       the $25,000 Software Application Fee.  All Software releases licensed
       by Buyer hereunder shall include all Software, whether base or optional
       features, contained in the standard, commercially available DMS-MTX
       Software ("DMS-MTX Core Software").  Such DMS-MTX Core Software shall
       not include the following:

       (a) all CDMA-specific Software features, including, but not limited to,
           IS-634 open interface and all other CDMA-specific interfaces; and,

       (b) Software operating on an Adjunct Platform.

       In all cases the applicable Software License Fee and/or Software
       application Fee is exclusive of any hardware/firmware required to
       operate the Software, but includes TAS services as described in this
       Agreement.

3.0    DISCOUNTS

3.1    All discounts are included in the Prices set forth in Section 1.0 for
       the Extended Term Initial Purchase and such Prices are not subject to
       any additional discounts.

3.2    Extended Term Additional Equipment shall be discounted as follows;
       provided, no discounts shall apply to (i) Hardware or Software
       operating on an Adjunct Platform, (ii) Services, or (iii) OEM
       Equipment:


               Description                      Discount
               -----------                      --------

               Switch Hardware                     40%
               Cell Site Hardware                  45%
               RF Hardware                         50%




                                      A-15
<PAGE>


                                   SCHEDULE B
                              TO AMENDMENT NO. 2 OF
                            SUPPLY AGREEMENT BETWEEN
                        DOBSON COMMUNICATIONS CORPORATION
                           AND NORTHERN TELECOM INC.

                                    ANNEX 8A
                                 EXTENDED TERM
                           RF ENGINEERING PERFORMANCE
                             AND DESIGN EVALUATION

The purpose of this Statement of Work is (a) to describe the scope of work
for Seller's RF engineering and network planning of cellular services to
evaluate the performance of a network of cell sites configured for AMPS
applications for the purpose of determining the requirements for deploying
digital TDMA services ("RF Frequency Planning") and (b) to establish the
process for applying such evaluation to Seller's design of a digital TDMA
System in order to meet the coverage and capacity requirements of Buyer's
Maryland RSA 2 market ("RF Design Evaluation"). There are currently 22
tri-sectored cells operating in the AMPS mode in Maryland RSA 2 ("MD2
Cells"). Seller shall evaluate the MD2 Cells to provide hand held, in-car
portable coverage throughout the RF coverage area. This process involves the
following steps:

-  Evaluation of the existing AMPS cell sites and switching network and
   establishing a baseline of current performance.

-  Making recommendations for improvement to the existing network for 600mw
   in-car portable coverage.

-  Determining the general equipment requirements to enhance the coverage of
   the network and the necessary switch and interconnect capacity.


                                      B-1
<PAGE>


A cost estimate for System optimization will be provided on a per cell and/or
per channel basis after the RF Frequency Planning and Design Evaluation scope
of work is completed and approved by Buyer.

1.0  NETWORK PLANNING SYSTEM EVALUATION

     The purpose of this section is to describe the scope of work for Seller
     to provide a System plan for one DMS-MTX switch and to provide System
     verification to validate such plan and its implementation. Seller may
     provide recommended design changes based upon its planning process.
     Should specific details of Seller's planning process not be implemented
     by Customer, Seller shall be released from responsibility for that
     portion of the plan not implemented.

1.1  CAPACITY PLANNING

     Seller shall provide a detailed capacity projection analysis at the cell
     sites, controller and MTX levels, based on typical models addressed
     within BTA/RSA areas served by the customer. The scope includes Buyer
     providing input for the applicable customer input questionnaire (see
     Attachment 1), capacity planning and/or forecasting report.

1.2  CAPACITY MONITORING

     Seller shall provide a detailed capacity performance analysis of
     in-service Buyer equipment (cell sites, controller and MTX). The
     monitoring service includes collecting switch operational measurements,
     and delivering a capacity analysis report to Buyer.

     Seller shall estimate call handling capacity of switch and radio
     equipment to identify when equipment resources will be exhausted before
     system outages occur, allowing the operating company to be pro-active
     in determining where to apply engineering resources for the purposes of
     avoiding potential system failures and/or outages.


                                      B-2
<PAGE>


1.3  SELLER DELIVERABLES

     Seller shall provide the following deliverables:

     1.  The high level Capacity Forecast/Projection Plan which provides
         capacity requirements for the specific BTA/RSAs. The plan provides
         preliminary estimates of busy hour call attempts demand versus
         processor occupancy requirements at the System and subsystem levels.

     2.  A capacity planning Customer Information Questionnaire ("CIQ"),
         which captures the customer inputs regarding Hardware and Software
         Releases, features and/or services roll out, traffic call mix,
         subscriber growth plan and traffic projections.

     3.  The detailed Capacity Plan, which is based on the CIQ, describes
         the network and nodal capacity requirements for the specific Software
         and Hardware included in the Equipment quoted. A statement of
         modeling assumptions and the operating company's inputs from Buyer
         shall be used by Seller as the basis for the capacity requirements.

     4.  The Capacity Monitoring Report, which provides in-depth analysis of
         the busy hour call attempts handled by the in-service  equipment and
         the call processing occupancy of the processor in question. The
         report is based on the operational measurements obtained from Buyer's
         MD2 System, including but not limited to MTX, ICP, and ICRMs. The
         report will include recommendations for growth plan or opportunities
         for cell re-homing based on actual measurements of the processing
         load.

2.0  RF ENGINEERING EVALUATION

     A readiness evaluation phase is developed to determine if the RF portion
     of the MD2 Cells is performing to the standards necessary for successful


                                      B-3
<PAGE>


     commercial deployment of digital services, and if not, to provide
     recommendations to Buyer on how best to proceed. This phase also
     includes the detailed coverage and capacity design evaluation
     (excluding frequency planning) of macro cells necessary to provide the
     grade of service specified by Buyer.

2.1  DATA COLLECTION

     To begin the data collection process, RF engineering will contact Buyer
     to obtain the current status, frequency plan and configuration of the
     system or cluster of cells to be optimized, and to advise of the
     general requirements for a deployment of digital TDMA operation. In
     addition, the service requirements and operating parameters will be
     mutually agreed upon in writing by Buyer and Seller, including the
     grade of service, mobile versus in-car portable coverage, and RF
     coverage area. A CIQ will be presented to Buyer for completion. When
     completed by Buyer, this questionnaire will contain data describing the
     current network and identifying necessary operating parameters such as
     grade of service.

2.2.  PERFORMANCE AUDIT AND BENCH MARKING

2.2.1 OPERATIONAL MEASUREMENTS

     Seller will establish the general condition of the system in terms of
     performance benchmarks that can be used to evaluate historical and
     ongoing performance improvement or changes. The system performance
     baseline will be established by Seller evaluating the Buyer provided
     switch performance related to operational measurements ("OM")
     maintained on the switch. Customer is required to provide remote access
     to the Switch database to permit table set-up and data collection.

     OM will be set-up and monitored by a member of the Seller deployment
     team at least one week prior to the arrival of the RF Engineering
     evaluation team to evaluate the existing system performance metrics and
     establish a


                                      B-4
<PAGE>


     baseline prior to performance of applicable optimization Services;
     provided Buyer purchases such Seller optimization Services. The OM will
     be monitored during the deployment process and for at least one week
     after such team leaves the market. This is to ensure that any
     performance enhancements can be verified, and further serves to
     establish the new System performance baseline.

2.2.2  RF PROPAGATION PREDICTION/INTERFERENCE ANALYSIS

     Seller will perform a general RF Propagation Prediction/Interference
     Analysis of the existing network. This task involves entering all
     System specific information, such as coordinates, tower heights, power
     levels, frequency plan, etc. into the PlaNET-Registered Trademark-
     automated tool.

     The information derived from the RF Propagation/Prediction Analysis
     will include coverage analysis for each applicable cell, adjacent and
     co-channel carrier to interference (C/I) evaluation, and terrain
     considerations. Upon request by the Buyer, such information will be
     made available to the Buyer as Confidential Information. Such report
     will contain the following elements:

     -  Buyer requirements

     -  Buyer input data summary

     -  Other input data summary

     -  System coverage plots

     -  Composite coverage plots

     -  Cell coverage and C/I plots

     -  Current Frequency plan

2.2.3 CELL SITE AUDITS

     For each cell site in the System to be evaluated, Seller will conduct a
     cell site audit. Site audits consist of verifying the installation and
     operation of


                                      B-5
<PAGE>


     the Seller radio Equipment. It is essential that the Equipment is
     installed, configured, tested, and datafilled in the correct manner. The
     audit ensures that the Equipment is working properly and is not
     adversely affecting any existing equipment or service.

     Site audits will be performed prior to any extensive performance
     related adjustments being made. A Site Audit Report will be provided to
     the Buyer within 30 days after completion of the audit.

2.2.4 SYSTEM DRIVE TEST DATA COLLECTION AND ANALYSIS

Seller RF Engineering group will perform a drive test of the MD2 Cells.
The drive routes will include all areas mutually agreed upon by Buyer
and Seller RF engineering as the primary RF coverage areas for the MD2
Cells. The data monitored and gathered will include hand-off points,
signal strength, C/I levels and path balance characteristics of the
System for both the forward and reverse paths. This data will then be
post-processed, plotted and analyzed to determine specific performance
anomalies. Further drive testing may be performed at Seller's
discretion, as determined by Seller's RF engineering team.

As the evaluation effort progresses through ongoing performance analysis
and drive testing, appropriate parameter changes that can be readily
implemented are identified and specifically recommended to Buyer to
improve system call processing performance.

2.3  EVALUATION REPORT

Following complete evaluation of the System, a report will be submitted
to the Buyer outlining performance and recommendations for further
actions. Recommendations may include (but not limited to) the addition
of cell sites for coverage, capacity, or performance improvements,
changes in the operating parameters of the network.


                                      B-6
<PAGE>


3.0  SERVICE SUPPLY REQUIREMENTS

3.1  BUYER TO SUPPLY:

     The Buyer will supply the following items in a timely manner:

     -    Non-billable phone numbers for test mobiles (3 minimum).

     -    Physical access to the switch databases and cell sites with Buyer's
          technical staff available for interactive equipment audit and
          alignment activities, as well as discussion during this service and
          full authority to make database edits as required to successfully
          perform the tasks necessary to optimize the System, provided, Buyer
          purchases Seller's optimization services.

     -    Remote switch interface.

     -    Access to all System specific information (e.g. coordinates, tower
          heights, frequency plan, ERP and azimuths).

     -    Tower climber, surveyor* or other contractor* for investigation and
          correction of any physical problems identified during optimization;
          provided, Buyer Purchases Seller's Optimization Services.

     * TO BE PROVIDED AFTER IDENTIFICATION OF REQUIRED SCOPE OF WORK.

3.2  SELL TO SUPPLY:

     Seller will supply drive test data collection and plot, and dropped call
     and hand-off performance analysis, including required inputs and System
     performance bench marking statistics.

     -    Tabulation of System parameters with specific recommendations for
          change such as table and setting parameter change recommendations to
          be provided interactively.


                                     B-7
<PAGE>


     -    System configuration change recommendations, where appropriate,
          including antenna height, cell location changes, capacity increases,
          and sectorization.

     -    Results and recommendations from site audits and system inspection
          including any observed anomalies such as undesirable hardware
          configuration or settings.



                                     B-8
<PAGE>


                                 ATTACHMENT 1
                      CUSTOMER INFORMATION QUESTIONNAIRE
                          INITIAL DATA REQUIREMENTS
                                 FOR NETWORK
                          (FOR EACH EXISTING SWITCH)

Networking requirements:

     -    List of networking partners
          (Automatic Roaming & Call Delivery? Inter system Hand-off?)

     -    Connection to NACN, ITN, other Backbone Roaming Network?

     -    Connection to GTE FMR, FMR+, Pre-Call Validation Service?

     -    Connection to GTE, EDS or other Clearing House?

     -    IS-41 Rev. A, B or C?

     -    IS-41 via X.25 or SS7?

     -    Connection to other network entities not being proposed by Seller
          (e.g. External HLR, Short Message Service Center, Authentication
          Center, etc.)

     -    Major source of roaming traffic?

Tandeming requirements:

     (SS7 INODE capability, IS-41+ tandeming)

PSTN interconnection requirements:

     (ANSI ISUP, IS-41 Rev. A/B/C, Analog/Digital Trucks, Points of Presence,
     Central Office connections)


                                     B1-1
<PAGE>


Regulatory requirements on number/location of switches:

  (One per LATA/MSA/RSA/State/Region)


Restrictions/Regulations on the type of services:

  (Mobility, Restricted Coverage Areas, Equal Access, intra/inter system toll
  traffic, dialing restrictions, E911 connectivity)


Minimum Service requirements:

  (Grade of Service, Availability, Number Portability, seamless networking)


Wireless Data requirements:

  (Circuit switched data, CDPD)


Projected Call Mix:

  (L-M, M-L, M-M, L-L)


How MINs are provisioned

Required Number Plan

Billing requirements:

  (Real-time billing, connection to downstream processor, etc.)


OEM requirements:

  -  Connection to Voice Mail System?

  -  Interconnection requirements (DS-1, DS-0, SS7? ANI spill?)


                                     B1-2
<PAGE>


                                 ATTACHMENT 2

                      CUSTOMER INFORMATION QUESTIONNAIRE

                     FOR RF ENGINEERING DATA REQUIREMENTS

                           (FOR EACH EXISTING SITE)



Frequency of each channel (voice, control)

Busy hour traffic for each sector

Grade of service required

Mobile vs. portable coverage requirements

Street/car/in-building coverage requirements

Coverage boundaries criteria (indicate on map)

Lat., long (deg., min., sec.)

Elevation (Ft, Mtr, AMSL)

Source of information on site location

Number of analog voice channels/sector

Number of digital voice channels/sector

Maximum transmitter power (Watts, dBw) per sector

Tower Height (Ft, Mtr, AMSL)

Highest Point  (Ft, Mtr, AMSL)

Height to Antenna C.L.  (Ft, Mtr, AMSL) per sector

Horizontal Antenna Spacing  (Ft, Mtr) per sector

Antenna name and model number per sector

Antenna Gain (dB) per sector

Cable length to RF equipment (Ft, Mtr) per sector


                                      B2-1
<PAGE>


                                  SCHEDULE C
                           TO AMENDMENT NO. 2 OF
                         SUPPLY AGREEMENT BETWEEN
                    DOBSON COMMUNICATIONS CORPORATION
                        AND NORTHERN TELECOM INC.

                                  ANNEX 9

                             ADJUNCT PLATFORMS

This Annex and the attached exhibits define the special terms and conditions
applicable to the sale and purchase of Adjunct Platforms.  Except as set
forth herein, the terms of the Agreement shall continue to apply.  In the
event of a conflict between the provisions of this Annex and the provisions
of the body of the Agreement, the provisions of this Annex shall take
precedence over the provisions of the body of the Agreement.

1.0    PRICE

1.1    Subject to Sections 2.2(b) and 4.0 of Annex 1A, if applicable, the
       Price for an Adjunct Platform shall consist of (i) unit list prices for
       applicable third-party hardware, and (ii) the license fees to use the
       associated Value-added Software as set forth in the form of Exhibit A
       hereto, "Adjunct Platform Prices."  Any discounts set forth in the
       Agreement do not apply to Adjunct Platform Prices.

1.2    Unless otherwise specified, the above noted Prices are exclusive of
       Seller's charges for any Services associated therewith.

1.3    The Prices are also exclusive of any taxes, which shall be the
       responsibility of Buyer pursuant to Section 5.5 of the Agreement.

1.4    Prices for future orders will be quoted upon Buyer request.

2.0    PAYMENT

2.1    Notwithstanding anything to the contrary contained in Section 5 of the
       Agreement, Buyer shall pay Seller the appropriate Price in accordance
       with the following schedule:

2.1.1  90% of the Purchase Order Price shall be invoiced by Seller upon
       shipment of the Adjunct Platform to the Installation Site.  Such payment
       shall be paid to the Seller within thirty (30) days following the date of
       Seller's invoice therefor.


                                    C-1
<PAGE>


2.1.2  10% of the Purchase Order Price shall be invoiced by Seller after
       Acceptance of the Adjunct Platform as defined in Section 6 of this
       Annex 9.  Such payment shall be paid to Seller within thirty (30) days
       following the date of Seller's invoice therefor.

2.1.3  For Value-added Software components licensed separately (not part of
       an Adjunct Platform), or other individual hardware units supplied by
       Seller for use with the Adjunct Hardware, 100% of the Purchase Order
       Price shall be invoiced by Seller upon delivery to Buyer.  Such payment
       shall be paid to Seller within thirty (30) days following the date of
       Seller's invoice therefor.

3.0    WARRANTY

3.1    VALUE-ADDED SOFTWARE WARRANTY

       Notwithstanding anything to the contrary contained in Section 7.2 of
       the Agreement, Seller warrants that, provided the Value-added Software
       is not altered by Buyer, and provided such Value-added Software is used
       in conjunction with the applicable third-party hardware and Equipment
       and such third-party hardware, Equipment and Value-added Software have
       been maintained in accordance with the applicable third-party hardware
       vendor's and Seller's recommended maintenance procedures, respectively,
       the Value-added Software shall function during the Warranty Period
       materially in accordance with Seller's specifications.

3.2    THIRD-PARTY HARDWARE

       Third-party hardware, when furnished pursuant to this Annex, shall be
       warranted by the applicable third-party hardware vendor in accordance
       with such applicable vendor's standard warranty, which warranty shall be
       passed through directly to Buyer.  When requested by Buyer, Seller shall
       furnish first echelon warranty support during Seller's regular business
       hours, provided, however, that Buyer shall deal directly with such
       applicable vendors for repair and return of defective material.  The
       Price includes warranty services from applicable vendor(s) for the first
       year following shipment of the Adjunct Platform.  Thereafter, Seller
       recommends that Buyer also purchase an extended service plan from the
       applicable third-party hardware vendor(s).

4.0    VALUE-ADDED SOFTWARE LICENSE

4.1    Buyer is hereby granted a non-exclusive license to use the Value-added
       Software in accordance with Section 10 and Annex 6 of the Agreement and
       the applicable NTPs.  Notwithstanding anything to the contrary contained
       in Annex 6, Buyer may use such Value-added Software in conjunction with
       multiple processing units comprising the Adjunct Hardware.

4.2    From time to time, Seller may offer a corporate network right-to-use
       fee, which right-to-use fee shall be limited to use by a specified number
       of voice


                                     C-2
<PAGE>


       channels on Buyer's System(s) for that price, or such other measurable
       unit as may be applicable for a particular feature.

5.0    VALUE-ADDED SOFTWARE UPGRADES

5.1    Seller shall offer an annual service plan for Value-added Software
       maintenance, which service plan shall include Seller Technical Assistance
       Service (TAS) and such Value-added Software upgrade(s) as Seller may make
       available during the year.

5.2    Buyer shall keep the Value-added Software current, i.e., no more than
       two (2) numbered releases behind Seller's then-current release.  Any new
       Value-added Software release may require the purchase of additional
       Hardware by Buyer.

5.3    If Buyer has elected to remain on an outdated release and wishes to
       upgrade such Value-added Software to Seller's then-current release, the
       price therefor shall be the lesser of (i) the Value-added Software
       maintenance License Fee for each year an upgrade was not implemented
       pursuant to Section 5.1 hereinabove; or (ii) the price differential
       between the then-current release and Buyer's release then-residing on
       Buyer's Adjunct Platform.

6.0    SCHEDULE FOR INSTALLATION, TESTING AND ACCEPTANCE

6.1    Seller's standard acceptance test procedures "Acceptance Test
       Procedures" [ATP's] shall be used for the testing and acceptance of the
       applicable Adjunct Platforms in the form of Exhibit B, "Acceptance Test
       Plan."  (See Exhibit B for the MDS Acceptance Test Procedures.)
       Prerequisite site preparation is the responsibility of Buyer as also
       addressed in Exhibit B.

6.2    Seller shall install the third-party hardware in accordance with a
       schedule to be mutually agreed by the parties, a sample of which is
       attached hereto as Exhibit C, "MDS Sample Project Schedule."  Seller
       shall provide Buyer three (3) days prior notification that such Adjunct
       Platform is ready for testing, and following such notification, Buyer
       agrees to have a representative present to witness and acknowledge
       completion of such testing.  Seller shall test the Adjunct Platform in
       accordance with the applicable ATP's to determine the Adjunct Platform
       conformity with such applicable standards and specifications as set
       forth in the ATP's.

6.3    At the end of testing, Buyer shall either accept the Adjunct Platform
       in writing as herein provided or notify Seller in writing specifying in
       reasonable detail those particulars in which the Adjunct Platform does
       not meet the applicable ATPs.  With respect to any such particulars,
       Seller shall promptly proceed to take corrective action, and following
       correction, Buyer shall accept the Adjunct Platform in writing.
       Successful completion of the aforementioned ATP's shall be deemed to
       constitute "Acceptance" of the applicable Adjunct Platform.


                                    C-3
<PAGE>


                            SCHEDULE C (CONTINUED)

                                  EXHIBIT A

                          ADJUNCT PLATFORM PRICING

                         (TO BE QUOTED UPON REQUEST)


                  Adjunct Platforms                              Price
                  -----------------                              -----

1.0  MTX Data Server ("MDS")

1.1  Hardware Components                                    $_____________

1.2  MDS Software License Fees                              ($ per Voice Channel
                                                            License Fee)

     1.2.1  Base Software                                   $_____________

     1.2.2  Modular Software

            1.2.2.1  Accounting Mediation Services          $_____________

            1.2.2.2  Accounting Service Collection          $_____________

            1.2.2.3  CDPD Billing Service                   $_____________

     1.2.3  Total Software License Fee                      $_____________

1.3  Total MDS Price                                        $_____________

2.0  ADEPT

2.1  Hardware Components                                    (Not offered for
                                                            purchase hereunder)

2.2  ADEPT Software                                         ($ per Voice Channel
                                                            License Fee)

2.3  Total ADEPT Price                                      $_____________

3.0  Integration/Installation                               $_____________

4.0  First-Year Warranty Services                           $_____________

5.0  Total Price                                            $_____________


                                       C-4
<PAGE>


                             SCHEDULE C (CONTINUED)

                                    EXHIBIT B

                            MDS ACCEPTANCE TEST PLAN

                                     (SAMPLE)


The following test plan is intended to verify standard functionality for the
MDS product with release 2.0 Software.  As new releases are introduced this
plan will be updated.

The plan assumes that all site preparation activities have been completed,
that the DMS-MTX switch(es) are configured to support the necessary links to
the MDS, and that the client applications ("Clients") connected to LAN are
available for the MDS access.  The MDS installation must be complete before
Acceptance activities can begin (i.e. HP has installed and powered up server).
Buyer and Seller will initial below as tests are completed.

1.     ACCOUNTING MEDIATION SERVICE (AMS) TEST PLAN

1.1    AREAS OF TEST (AMS)

1.0.1  Verify product delivery for accuracy and completeness before beginning
       Acceptance testing

1.0.2  BASE PERFORMANCE

       Verify switch site datafill.
       UNIX site configuration.
       Threshold Parameters.

1.0.3  LINKS

       Conform NT1X89BA/BB configuration.
       Verify physical link connectivity.
       Verify interoffice facilities (from MTX to MDS).

1.0.4  RELIABLE DATA TRANSFER

       Single/Dual link.
       Abnormal Termination Recovery.
       Verify that AMS to ACS transfer is enabled.
       Clients (unfiltered/filtered).


                                       C-5
<PAGE>


1.0.5  GUI PERFORMANCE

       Menu operation.

                                              ---------------   --------------
                                              Buyer             Seller

1.2    TEST CASES (AMS) (REFER TO NTPs 411-2141-520, 411-2141-523)

       1. Confirm all relevant Switch datafill.
          Verify physical connectivity from MTS to MDS.
          NT1X89BA/BB: Verify cable is connected to correct port on MPC card.
          Verify MPC is in shelf slot corresponding to datafill configuration.
          WAN Connection: Confirm that WAN facilities are in place and active
          (Cables connected to proper WAN ports, modems turned on, etc.).
          Test Facilities: Set local/remote loopbacks and send test data.

       2. Verify all GUI functionality.  Examples are shown below.

          A. Verify the following MDS GUI Configuration commands:

             Configure, Edit, and Delete a Switch.
             Configure, Edit, and Delete a Client.
             Configure Switches and clients per specifications.
             Verify Client filtering commands.
             Verify reformatting commands.
             Verify Topology Area is accurate.

          B. Verify the following MDS GUI Performance Manager commands:

             CPU Occupancy Tool.
             Buffer Occupancy Tool.

          C. Verify the following MDS GUI Fault Manager commands:

             System Status.
             Configuration of System Status Thresholds and Alarms.

          D. Verify the following MDS GUI System Security commands:

             Domain Maintenance.
             User Maintenance.
             Users can log in and access only configured domains.

       3. Ensure MTX ability to transfer CDRs via two V.35 links, utilizing
          the AFT/MNP protocol.  Note that if CDRs are being transferred to
          AMS,


                                      C-6
<PAGE>


            AFT/MNP must be used for CDR transfer. If TMS (see CBS Section
            below) transfer is needed AFT/MTP can be used, but AFT/MNP can be
            used for TMSs only if CDR transfer is not required.

       4.   Verify error recovery functions.
            AFT/MNP: Disable one of dual X.25 links and verify that CDRs
            continue to flow to MDS. Recover link and verify that next file
            begins using both links.
            Links: Disable both X.25 links. Recover links and verify that data
            transfer resumes at the point where it was disrupted.
            Hardware: Disable MDS circuit packs (e.g. Pull ACC card). Restore
            hardware and verify that transfer automatically restarts and no
            CDR data is lost.

       5.   Verify that all available clients can receive data.
            NOTE: Nortel cannot be responsible for Client availability unless
            the Client is supplied by Nortel. Once Acceptance activities have
            begun, they must be completed in a timely fashion, and Acceptance
            cannot be refused solely because non-Nortel clients are
            unavailable for verification.

       6.   Verify that the Client interface can recover in the event of a
            failure.
            NOTE: Nortel cannot be responsible for the recovery of a Client
            application unless it is supplied by Nortel. The intent of this
            test is to verify that the MDS interface (e.g. LAN connection)
            will recover.

       7.   Verify transfer audit functions.

       8.   Verify the following MDS GUI Operations commands:

            Start Processes.
            Terminate Processes.
            View Logs.
            Client Transfer Control.
            Queue Purge Functions.
            MTX to MDS Queue Transfer Status.

       9.   If 9-track tape option is present, verify the following MDS GUI
            Operations commands:

            Tape In/Tape Out and Export/Import Optionally.

       10.  If the 9-track tape option is present, verify the following MDS
            GUI tapeopr login commands:

            Tape In/Tape Out operations once configured by Security Manager.
            No other screens are available to tapeopr.


                                     C-7
<PAGE>


       11.  If 9-tract tape is not available, verify that AMA files can be
            archived to Digital Audio Tape (DAT). Verify that the AMA files
            can be restored from DAT to the AMS file buffer for re-processing.

                                       ----------         ----------
                                       Buyer              Seller

2.0    ACCOUNTING COLLECTION SERVICES (ACS) TEST PLAN (REFER TO NTP
       411-2141-525)

2.1    AREAS OF TEST (ACS)

2.1.1  ACS CLIENT

       Windows '95/3.1/Xterm.

2.1.2  CDR SEARCH

2.1.3  BASE PERFORMANCE

       User Domain Management of Client Station.
       Sybase Drivers.
       Threshold Parameters.

2.1.4  GUI PERFORMANCE

       Menu operation.

2.2    TEST CASES (ACS)

       1.   Verify DCDMON process is running.

       2.   Verify the following MDS GUI Configuration commands:

            Configure and edit Client application preferences.

       3.   Verify the following MDS GUI Performance Manager commands:

            CPY Occupancy Tool.
            Query Database Occupancy.

       4.   Verify the following MDS GUI Fault Manager commands:

            System Status.
            Configuration of System Status Thresholds and Alarms.

       5.   Verify search application configuration:

            SQLEDIT.
            SYBPING.


                                     C-8
<PAGE>


       6.   Verify CDR search application:

            Customer Service search.
            Adhoc Reports.
            CDR Browsing.

                                       ----------         ----------
                                       Buyer              Seller

3.     CDPD BILLING SERVICE (CBS) TEST PLAN 3.1

3.1    AREAS OF TEST (CBS) (REFER TO NTP 411-2141-524)

       CBS can be a standalone application or it can be included with AMS
       and/or other applications. If CBS is included with AMS, many of the
       tests below will have been performed in conjunction with AMS testing.

3.1.1  BASE PERFORMANCE

       Switch site datafill.
       UNIX site configuration.
       Threshold Parameters.

3.1.2  LINKS

       Confirm NT1X89BA configuration.
       Verify physical link connectivity.
       Verify interoffice facilities (from MTX to MDS).

3.1.3  RELIABLE DATA TRANSFER

       Single/Dual link.
       Abnormal Termination.
       Client.

3.1.4  GUI PERFORMANCE

       Menu operation.

3.2    TEST CASES (CBS)

       1.   Verify physical connectivity from MTX to MDS:

            NT1X89BA/BB: Verify cable is connected to correct port on MPC
            card. Verify MPS is in shelf slot corresponding to datafill
            configuration.
            Confirm all relevant Switch datafill.
            WAN Connection: Confirm that WAN facilities are in place and
            active (Cables connected to proper WAN ports, modems turned on,
            etc.).
            Test Facilities: Set remote loopbacks and send test data.


                                     C-9
<PAGE>


 2.  Verify the following MDS GUI Configuration commands:

     Configure, Edit and Delete a Switch.
     Configure, Edit and Delete a Client.
     Configure Switches and Clients per specifications.
     Verify Topology Area is accurate.

 3.  Verify the follwing MDS GUI Performance Manager commands:

     CPU Occupancy Tool.
     Buffer Occupancy Tool.

 4.  Verify the follwing MDS GUI Fault Manager commands:

     System Status.
     Configuration of System Status Thresholds and Alarms.

 5.  Verify the following MDS GUI System Security commands:

     Domain Maintenance.
     User Maintenance.

     Users can log in and access only configured domains.
 6.  Ensure MTX ability to transfer Traffic Matrix Segment (TMS) blocks
     via a single X.25 link, utilizing the AFT/MTP process.  Note that if
     CDRs are being transferred to AMS, AFT/MNP must be used for CDR
     transfer.  If TMS block transfer is needed AFT/MTP can be used, but
     AFT/MNP can be used for TMSs only if CDR transfer is not required.
     AFT/MTP can support only a single link per switch for TMS transfer.

 7.  Verify error recovery functions:

     AFT/MNP:  Disable X.25 link.  Recover link and verify that TMS transfer
     resumes to MDS.

     Hardware:  Disable MDS circuit packs (e.g. Pull ACC card).  Restore
     hardware and verify that transfer automatically restarts and no TMS data
     is lost.

 8.  Verify that the CBS Client can receive data.

 9.  Verify that Client interface can recover in the event of a failure.
     NOTE:  Nortel cannot be responsible for the recovery of a Client
     application unless it is supplied by Nortel.  The intent of this test is
     to verify that the MDS interface (e.g. LAN connection) will recover.

10.  Verify that TMS Tape Archive (TAR) files can be stored to Digital Audio
     Tape (DAT) for backup purposes, or for shipment to a billing


                                       C-10
<PAGE>


     center.  Verify that the TAR file can be restored to the CBS buffer for
     re-processing.

11.  Verify the following MDS GUI Operations commands:

     Start Processes.
     Terminate Processes.
     View Logs.
     Delete processed files from backup directory.
     MTX to MDS Queue Transfer Status.

12.  If 9-track tape option is present, verify the following MDS GUI
     Operations commands:  TapeIn and Import Optionally.

13.  If the 9-track tape option is present, verify the following MDS GUI
     tapeopr login commands:

     TapeIn operations once configured by Security Manager.
     No other screens are available to tapeopr.


                                          -----------------    --------------
                                          Buyer                Seller

Accepted:

---------------------------------    --------------
             Buyer                         Date







                                      C-11
<PAGE>


                            SCHEDULE C (CONTINUED)

                                    EXHIBIT C

                          MDS SAMPLE PROJECT SCHEDULE


                                                             Responsible
Week                 Milestone Event                            Party
----                 ---------------                         -----------

  1       P.O accepted by Seller                                Both

  2       Review the CI Document input with Buyer               Seller

  3       Review Site Prep Requirements with Buyer              Seller

  4       Engineer and Order Equipment                          Seller

  5       Ship Documentation to Buyer                           Seller

  5       Establish Equipment Receipt and Buyer                 Both
          Installation dates

 10       Verify Site Prep has been completed (UPS, LAN,        Both
          Power, Modem Line, Data Ckts to other sites,
          Client access [fraud, billing, etc.])

 12       Installation Start                                    Seller

 13       Adjunct Platform Acceptance complete                  Both






                                      C-12

<PAGE>



                                   AMENDMENT NO. 3

                                          TO

                                   SUPPLY AGREEMENT

                                       BETWEEN

                          DOBSON COMMUNICATIONS CORPORATION

                                         AND

                                NORTHERN TELECOM INC.



Made effective as of the 30th day of September, 1998, by and between Dobson
Communications Corporation (hereinafter referred to as "Buyer"), an Oklahoma
corporation with offices at 13439 North Broadway Extension, Suite 200, Oklahoma
City, Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred to as
"Seller"), a Delaware corporation, with offices at 2435 N. Central Expressway,
Richardson, Texas 75080.

WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of December
6, 1995, as amended (the "Agreement"); and,

WHEREAS, Buyer and Seller now wish to amend the Agreement to include, among
other things, an additional commitment to purchase by Buyer and new discounts
applicable to fixture Equipment purchases, all as further described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Buyer
and Seller agree to amend the Agreement as follows:

1.   Lengthen the Extended Term of the Agreement by adding the words "and five
     (5) months" after the words "and ending four (4) years" in the definition
     of Extended Term under Section 1 (DEFINITIONS).

2.   Increase Buyer's commitment to purchase during the Extended Term by
     amending Article 4 (PRICE), deleting the last sentence of Section 4.1 in
     its entirety and replacing it with the following:

     "Buyer understands that it has a firm obligation to purchase/license no
     less than $65 million net Price (i.e., Price inclusive of applicable
     discounts, but exclusive of sales tax) of Equipment and/or Software from
     Seller during the Extended Term ('Commitment')."


                                          1
<PAGE>

3.   Amend Article 17 (CHANGES) by deleting the opening paragraph of Section
     17.5 in its entirety and replacing it with the following:

     "Subject to Section 24.1 herein, for purchases during the Initial Term,
     Buyer understands and agrees that the execution of this Agreement
     constitutes a firm, noncancelable Purchase Order for the Initial Purchase
     set forth in Section 1.0 of Annex 1 and the training courses set forth in
     Section 4.0 of Annex 1.

     For purchases during the Extended Term, Buyer understands and agrees as
     follows:

     (a)  that the execution of this Agreement constitutes a firm,
          non-cancelable Purchase Order for the initial purchase of Equipment
          and training for the Extended Term ('Extended Term initial Purchase'),
          as set forth in Section 1.0 of Annex 1A hereof; and,

     (b)  that the execution of this Agreement constitutes a firm,
          non-cancelable Purchase Order for the purchase of the Extended Term
          Additional Equipment set forth in Section 2.0 of Annex 1A hereof
          ('Extended Term Additional Purchase'); provided, such non-cancelable
          Purchase Order for the Extended Term Additional Equipment for the New
          York-3 market, Pennsylvania-2 market and Sygnet 1999 Expansions set
          forth in Sections 2.2, 2.3 and 2.4 shall be subject to Buyer's merging
          with Sygnet Communications, Inc. during the Extended Term. Buyer shall
          give Seller written notice of such merger at such time as it is
          completed.

     For Purchase Orders for Equipment other than the Initial Purchase, Extended
     Term Initial Purchase and Extended Term Additional Purchase, upon written
     notification to Seller, Buyer may elect to cancel such Purchase Orders
     prior to shipment of Equipment in accordance with the following:"

4.   Amend Annex 1A (EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as follows:

     (a)  Add a new Section 2.0 (EXTENDED TERM ADDITIONAL PURCHASE), as set out
          in Schedule A, attached hereto and incorporated herein; and,

     (b)  Change the numbering and language of Annex 1A sections as follows:

          (i)  Change Section 1.4 (P-3 TRADE-IN CREDITS) to a new Section 3.0;

          (ii) Change Section 2.0 (SOFTWARE RELEASE LICENSE FEE) to a new
               Section 4.0, conforming the numbering of all sections and
               subsections therein, and add the words "and Extended Term
               Additional Purchase" after the words "including the Extended Term
               Initial Purchase" in the parenthetical clause in the first
               sentence of a new Section 4.1; and,


                                          2
<PAGE>

          (iii)     Change Section 3.0 (DISCOUNTS) to a new Section 5.0,
                    conforming the numbering of all sections therein.

5.   Amend (newly numbered) Section 5.0 (DISCOUNTS) of Annex 1A as follows:

     (a)  Add the words "Subject to Subsection 5.2.1 below," to the beginning of
          (new) Section 5.2; and,

     (b)  Add new Subsection 5.2.1 as follows:

          "5.2.1    Following Buyer's purchase and Seller's delivery of the
                    Extended Term Additional Purchase set out in Section 2.0 of
                    Annex 1A, the following discounts and firm, fixed Prices
                    shall replace the discounts set out in Section 5.2 above:


               (a)  The following new discounts shall apply:
<TABLE>
<CAPTION>
               Description              Discount
               -----------              --------
               <S>                      <C>
               Switch Hardware          50%
               Cell Site Hardware       50%
</TABLE>
               (b)  Buyer may purchase TRU-III/SCLPA(s) or TRU-II/SCLPA(s) for
                    the net Price per radio/amplifier unit (i.e., Price per
                    radio/amplifier unit inclusive of discounts, but exclusive
                    of sales tax) of $4,750."

               The exclusions described in Section 5.2, sub-parts (i), (ii) and
               (iii) above shall continue to apply."

6.   Except as specifically modified by Amendments 1 through 3, the Agreement in
     all other respects shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be signed by
their duly authorized representatives effective as of the date first set forth
above.

DOBSON COMMUNICATIONS                   NORTHERN TELECOM INC.
CORPORATION

By /s/ G Edward Evans                   By: /s/ Nancy J. White
  ---------------------------              ---------------------------

Name: G Edward Evans                    Name: /s/ Nancy J. White
     ------------------------                -------------------------
          (Type/Print)                            (Type/Print)


Title: President                        Title: V.P. and GM U.S. Region
      -----------------------                 ------------------------


Date: 9/30/98                           Date: 10/1/98
     ------------------------                -------------------------


                                          3
<PAGE>

                                   SCHEDULE A
                             TO AMENDMENT NO. 3 TO
                     THE 12/20/95 SUPPLY AGREEMENT BETWEEN
                       DOBSON COMMUNICATIONS CORPORATION
                            AND NORTHERN TELECOM INC.

                       ADDING NEW SECTION 2.0 TO ANNEX 1A


2.0     EXTENDED TERM ADDITIONAL PURCHASE

        The existing equipment credits (totaling $1.475 million) set out in
        Section 2.2 of this Annex 1 are granted to Buyer subject to Buyer's
        trading in, on or before March 31, 1999, all Ericsson radio and cell
        site hardware located at applicable sites in the New York-3 market
        identified in such Section 2.2 ("Ericsson Hardware). Prior to Turnover,
        Seller at its own expense shall de-install all Ericsson Hardware at such
        New York sites in accordance with the applicable project schedule and
        remove all such de-installed Ericsson Hardware. Buyer shall provide
        Seller reasonable access during normal business hours to allow such
        de-installation and removal. Title to such de-installed Ericsson
        Hardware shall pass to Seller upon de-installation. Buyer hereby
        represents that (i) the equipment is operational and in good condition,
        (ii) that Buyer will have the right to convey title to such Ericsson
        Hardware upon such de-installation by Seller, and (iii) that such title
        shall be good and marketable and free and clear of liens or encumbrances
        of any kind.

2.1     MARYLAND RSA-1 CELL SITE ADDITION

2.1.1   Switch Hardware
<TABLE>
<CAPTION>


               DESCRIPTION                                                              LIST PRICE            DISC         NET PRICE
               -----------                                                              ----------            ----         ---------
<S>                                                                    <C>              <C>                   <C>          <C>
MCTMI Cabinet equipped with (1) ICP
               MCTMI Cabinet                                            $45,294
               ICP Standard Packfill                                   $160,500
               ICP Digital Metro ES Option                             $150,500
               DTC Packfill                                                  $0          $356,294              40%          $213,776
                                                                       --------
TDMA Hardware required to support (5) TDMA VCHs per Cell Site Sector
               EDSP Cable Assembly                                         $705
               EDSP Shelf                                               $20,000
               Power Converter                                           $6,206
               EDSP Transcoder CP                                      $140,000
               EDSP Controller                                           $5,040
               EDSP Backplane                                              $700          $172,651              40%          $103,591
                                                                       --------
</TABLE>



                                         A-1
<PAGE>

2.1.1.1 Switch E, F, & I
<TABLE>
<CAPTION>


               DESCRIPTION                                                             LIST PRICE             DISC         NET PRICE
               -----------                                                             ----------             ----         ---------
<S>                                                                      <C>           <C>                    <C>          <C>
Engineering Freight and Installation
               Frame ENG                                                 $4,680
               DSP Shelf Install                                         $9,600
               MCTMI Cabinet Installation                                $9,600
               Switch Frame Freight                                        $504           $24,384               0%           $24,384
                                                                           ----

                                                                                               Switch Subtotal              $341,751
<CAPTION>
2.1.2   Cell Site Equipment

               DESCRIPTION                       QTY             LIST PRICE            EXT PRICE             DISC         NET PRICE
               -----------                       ---             ----------            ---------             ----         ---------
<S>                                              <C>             <C>                  <C>                    <C>          <C>
16CH OMNI/ICRM+/ATC Cell Site                     10               $114,334           $1,143,340              45%          $628,837
16CH Cell Site Power & Ground                     10                 $1,410              $14,100              45%            $7,755
TRUIII/SCLPA Radios                               10                $10,500             $105,000              50%           $52,500
               (DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios                                20                $10,500             $210,000              50%          $105,000
               (ALCH, ALR PER SECTOR)
TRUIII/SCLPA Radios                               10                $10,500             $105,000              50%           $52,500
               (TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios                               120                $10,500           $1,260,000              50%          $630,000
               (ANALOG VCH RADIOS)

<CAPTION>
2.1.2.1        Cell sites E,F,& I

               DESCRIPTION                       QTY           LIST PRICE           EXT PRICE      DISC                   NET PRICE
               -----------                       ---           ----------           ---------      ----                   ---------
<S>                                              <C>           <C>                  <C>            <C>                    <C>
Cell Site Engineering                             10                 $630              $6,300        0%                      $6,300
Cell Site Frame Freight                           20                 $504             $10,080        0%                     $10,080
16CH OMNI Cell Site Installation                  10               $9,600             $96,000        0%                     $96,000
Cell Site Cutover Support                         65                 $120              $7,800        0%                      $7,800

                                                                                                  CELL SITE SUBTOTAL     $1,596,772

                                                                            TOTAL MD-1 SWITCH AND CELL SITE ADDITION     $1,938,523

                                                                                                 NEW MARKET DISCOUNT    ($1,111,375)

                                                                                                      NET TOTAL MD-1       $827,148
</TABLE>


                                         A-2
<PAGE>

2.2     NEW YORK-3 SUPERNODE SWITCH AND CELL SITES

2.2.1   Switch Hardware
<TABLE>
<CAPTION>


               DESCRIPTION                                                            LIST PRICE         DISC           NET PRICE
               -----------                                                            ----------         ----           ---------
<S>                                                             <C>                   <C>                <C>            <C>
Supernode Core with BRISC 60 Processor                                                $1,745,750          40%           $1,047,450
Link Peripheral Processor (LPP) Cabinet equipped with (8) LIU7s and CDPD
               LPP Cabinet                                        $376,974
               LIU7                                               $116,656
               NIU                                                 $71,126
               XLIU                                                $45,008
               EIU                                                 $33,576              $643,340          40%             $386,004
                                                                ----------
Enhanced Network Frame equipped to support peripherals                                  $484,180          40%             $290,508
MCTMI Cabinets equipped with (4) DTCs and (8) ICPs
               MCTMI Cabinet                                      $271,764
               ICP Standard Packfill                            $1,284,000
               ICP Digital Metro ES Option                      $1,204,000
               DTC Packfill                                       $818,112            $3,577,876          40%           $2,146,726
                                                                ----------
MEDP Configured to support (5) TDMA VCH's per Cell Site Sector
               MEDP Cabinet                                        $35,368
               EDSP Cable Assembly                                  $5,640
               EDSP Shelf                                          $60,000
               EDSP Power Converter                                $18,618
               MEDP Cooling Unit                                    $6,300
               EDSP Transcoder & CP                             $1,120,000
               EDSP Controller                                     $17,640
               EDSP Backplane                                       $2,450            $1,266,016          40%             $759,610
                                                                ----------
MPDC Cabinet                                                                             $18,837          40%              $11,302
MCAM3 Cabinet with EDRAM and CTM                                                        $130,424          40%              $78,254
MCGM Cabinet with (1) DIO and (1) MTD                                                   $105,134          40%              $63,080
Wired Cabinets configured as Youngstown Backup
               MCAM3 Cabinet                                       $38,576
               MCTM Frame (wired) empty                           $498,234
               MEDP Frame                                         $106,104              $642,914          40%             $385,748
                                                                ----------
MAP Equipment, Switch Spares with Cabinet
               MAP Equipment                                       $32,215
               MCSS Cabinet                                        $26,140
               Supernode Spares                                   $533,048
               BRISC 60                                            $52,500
               96Meg Memory                                        $99,456              $743,359          40%             $446,015
                                                                ----------

2.2.1.1        Switch E, F, & I

               DESCRIPTION                                                            LIST PRICE         DISC            NET PRICE
               ------------                                                           ----------         ----            ---------
<S>                                                               <C>                 <C>                <C>             <C>
Engineering, Freight and Installation
Supernode ENG                                                      $41,400
Switch Power Engineering                                            $2,160
Switch Cable Rack ENG                                               $2,160
Switch MDF/DSX/Draw ENG                                             $2,160
Switch Frame Freight                                               $14,616
Supernode Install                                                  $36,000



                                         A-3
<PAGE>



               DESCRIPTION                                                            LIST PRICE         DISC            NET PRICE
               -----------                                                            ----------         ----            ---------
<S>                                                               <C>                 <C>                <C>             <C>
ENET                                                                $9,600
LPP Install                                                         $9,600
MPDC Install                                                        $2,400
MCAM3 Install                                                      $12,000
MCGM Install                                                        $6,000
MCTMI Cabinet Installation                                        $122,400
MAP Install                                                         $4,800
MCSS Install                                                        $1,200
MEDP Install                                                       $28,800
Database Support                                                    $5,800
Install Supervision                                                $14,400
Post Cut Support                                                   $48,000
Software ONP                                                       $25,000              $388,496           0%             $388,496
                                                                ----------

                                                                                                      Switch Sub-Total  $6,003,194

                                                                                                  NEW MARKET DISCOUNT ($5,614,698)
<CAPTION>
2.2.2   Software

               DESCRIPTION                                                               EXT PRICE         DISC            NET PRICE
               -----------                                                               ---------         ----            ---------
<S>                                                                                      <C>               <C>             <C>
MTX Software Load based on $6 per SUB (25,000 SUBs)                                       $150,000           0%             $150,000
                                                                                                         SOFTWARE SUBTOTAL  $150,000

<CAPTION>
2.2.3   Cell Site Equipment

               DESCRIPTION                        QTY           LIST PRICE           EXT PRICE      DISC                  NET PRICE
               -----------                        ---           ----------           ---------      ----                  ---------
<S>                                               <C>           <C>                 <C>            <C>                   <C>
16CH OMNI/ICRM+/ATC Cell Site                      15             $114,334          $1,715,010       45%                   $943,256
16CH Cell site Power & Ground                      15               $1,410             $21,150       45%                    $11,633
24CH OMNI/ICRM+/ATC Cell Site                      35             $150,305          $5,260,675       45%                 $2,893,371
24CH Cell Site Power & Ground                      35               $2,315             $81,025       45%                    $44,564
32CH OMNI/ICRM+/ATC Cell Site                       5             $170,527            $852,635       45%                   $468,949
32CH Cell Site Power & Ground                       5               $2,315             $11,575       45%                     $6,366
40CH OMNI/ICRM+/ATC Cell Site                       2             $206,995            $413,990       45%                   $227,695
40CH Cell Site Power & Ground                       2               $3,220              $6,440       45%                     $3,542
40CH BI-SECT/ICRM+/ATC Cell Site                    1             $236,341            $236,341       45%                   $129,988
40CH Cell Site Power & Ground                       1               $3,220              $3,220       45%                     $1,771
72CH SECT 120/ICRM+/ATC Cell Site                   1             $405,300            $405,300       45%                   $222,915
72CH Cell Site Power & Ground                       1               $5,030              $5,030       45%                     $2,767
TRUIII/SCLPA Radios                                62              $10,500            $651,000       50%                   $325,500
                                          (DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios                                124              $10,500          $1,302,000       50%                   $651,000
                                                 (ACCH, ALR PER SECTOR)
TRUIII/SCLPA Radios                                62              $10,500            $651,000       50%                   $325,500
                                           (TDMA, VCH RADIO PER SECTOR)
TRUII/SCLPA Radios                                936              $10,500          $9,828,000       50%                 $4,914,000
                                                    (ANALOG VCH RADIOS)


                                       A-4
<PAGE>

<CAPTION>
2.2.3.1 Cell Sites E, F, & I

               DESCRIPTION                       QTY           LIST PRICE           EXT PRICE      DISC                 NET PRICE
               -----------                       ---           ----------           ---------      ----                -----------
<S>                                       <C>                  <C>                  <C>            <C>                 <C>
Cell Site Engineering                             59                 $630             $37,170        0%                    $37,170
Cell Site Frame Freight                          168                 $504             $84,672        0%                    $84,672
16CH OMNI Cell Site Installation                  15               $9,600            $144,000        0%                   $144,000
24/32CH OMNI Cell Site Installation               40              $14,400            $576,000        0%                   $576,000
40/48CH OMNI Cell Site Installation                2              $19,200             $38,400        0%                    $38,400
40CH BI-SECT Cell Site Installation                1              $24,000             $24,000        0%                    $24,000
72CH SECT Cell Site Installation                   1              $38,400             $38,400        0%                    $38,400
Cell Site Cutover Support                 1000 hours             $120/hr.             $20,000        0%                   $120,000
                                                                                                   CELL SITE SUBTOTAL  $12,235,457

                                                                                                             SUBTOTAL  $12,773,353

                                                                                                   NEW MARKET DISCOUNT ($4,891,739)

                                                                                             EXISTING EQUIPMENT CREDIT ($1,475,000)

                                                                                                       NET TOTAL NY-3   $6,407,214


2.3     PENNSYLVANIA RSA-2 CELL SITE ADDITION

2.3.1   Switch Hardware
<CAPTION>
               DESCRIPTION                                                            LIST PRICE         DISC            NET PRICE
               -----------                                                            ----------         ----            ---------
<S>                                                                <C>                <C>                <C>             <C>
(1) Digital Metro ICP Packfill                                                          $311,000          40%             $186,600
TDMA Hardware required to support (5) TDMA VCHs per Cell Site Sector
               EDSP Cable Assembly                                     $705
               EDSP Shelf                                           $20,000
               Power Converter                                       $6,206
               EDSP Transcoder CP                                  $140,000
               EDSP Controller                                       $2,520
               EDSP Backplane                                          $350              $169,781          40%             $101,869
                                                                   --------
<CAPTION>
2.3.1.1 Switch E, F, & I

               DESCRIPTION                                                            LIST PRICE         DISC            NET PRICE
               -----------                                                            ----------         ----            ---------
<S>                                                                                   <C>                <C>             <C>
Engineering Freight and Installation                                                     $24,384           0%              $24,384
                                                                                                         SWITCH SUBTOTAL  $312,853

<CAPTION>
2.3.2   Cell Site Equipment

               DESCRIPTION                       QTY           LIST PRICE          EXT PRICE       DISC                  NET PRICE
               -----------                       ---           ----------          ----------      ----                  ---------
<S>                                              <C>           <C>                 <C>             <C>                   <C>
16CH OMNI/ICRM+/ATC Cell Site                     10             $114,334          $1,143,340       45%                   $628,837
16CH Cell Site Power & Ground                     10               $1,410             $14,100       45%                     $7,755
TRUIII/SCLPA Radios                               10              $10,500            $105,000       50%                    $52,500
               (DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios                                20              $10,500            $210,000       50%                   $105,000
                      (ACCH, ALR PER SECTOR)


                                       A-5
<PAGE>

<CAPTION>
               DESCRIPTION                        QTY           LIST PRICE          EXT PRICE       DISC                  NET PRICE
               -----------                        ---           ----------          ----------      ----                  ---------
<S>                                              <C>            <C>                 <C>             <C>                   <C>
TRUIII/SCLPA Radios                                10              $10,500            $105,000       50%                    $52,500
                 (TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios                                120              $10,500          $1,260,000       50%                   $630,000

2.3.2.1 Cell Sites E, F, & I

               DESCRIPTION                        QTY           LIST PRICE           EXT PRICE      DISC                  NET PRICE
               -----------                        ---           ----------           ---------      ----                  ---------
<S>                                              <C>            <C>                  <C>            <C>                   <C>
Cell Site Engineering                              10                 $630              $6,300        0%                     $6,300
Cell Site Frame Freight                            20                 $504             $10,080        0%                    $10,080
16CH OMNI Cell Site Installation                   10               $9,600             $96,000        0%                    $96,000
Cell Site Cutover Support                          65                 $120              $7,800        0%                     $7,800
                                                                                                    CELL SITE SUBTOTAL   $1,596,772

                                                                              TOTAL PA-2 SWITCH AND CELL SITE ADDITION   $1,909,525

                                                                                                    NEW MARKET DISCOUNT ($1,111,375)

                                                                                                        NET TOTAL PA-2     $798,250
<CAPTION>
2.4     SYGNET 1999 EXPANSIONS

               DESCRIPTION                                                            LIST PRICE         DISC            NET PRICE
               -----------                                                            ----------         ----            ---------
<S>                                                                                   <C>                <C>             <C>
ENET and XLIU LPP Expansion
               SNSE Core                                                $0
               Crosspoint                                          $36,000
               DS-512 PB                                           $56,000
               XLIU                                                $45,008              $137,008          40%              $82,205
                                                                 ---------
(2) MCTMI Cabinets equipped with (3) digital Metro ES ICPs
               MCTMI Cabinet                                       $90,588
               ICP Standard Packfill                              $481,500
               ICP Digital Metro ES Option                        $451,500
               DTC Packfill                                             $0            $1,023,588          40%             $614,153
                                                                 ---------
TDMA Hardware required to support (5) TDMA VCHs per Cell Site Sector
               MEDP Cabinet                                       $35,368
               Cooling unit                                        $6,300
               EDSP Cable Assembly                                 $2,115
               EDSP Shelf                                         $20,000
               Power Converter                                     $6,206
               EDSP Transcoder CP                                $420,000
               EDSP Controller                                     $5,040
               EDSP Backplane                                        $700              $495,729          40%             $297,437
                                                                 ---------
MCAM3 Cabinet                                                                           $38,576          40%              $23,146

                                       A-6
<PAGE>

<CAPTION>
2.4.1.1 Switch E, F, & I

               DESCRIPTION                                                           LIST PRICE         DISC            NET PRICE
               -----------                                                           ----------         ----            ---------
<S>                                                                                  <C>                <C>             <C>
Engineering Freight and Installation                                                    $55,152           0%              $55,152
                                                                                                      SWITCH SUBTOTAL  $1,072,093

<CAPTION>
2.4.2   Software

               DESCRIPTION                                                           LIST PRICE         DISC            NET PRICE
               -----------                                                           ----------         ----            ---------
<S>                                                                                  <C>                <C>             <C>
MTX Data Server 3.0 Software Fees                                                      $136,500          n/a             $136,500

                                                                                                      SOFTWARE SUBTOTAL  $136,500

<CAPTION>
2.4.3   Cell Site Equipment

               DESCRIPTION                       QTY           LIST PRICE          EXT PRICE       DISC                  NET PRICE
               -----------                       ---           ----------          ----------      ----                  ---------
<S>                                              <C>           <C>                 <C>             <C>                   <C>
16CH OMNI/ICRM+/ATC Cell Site                     15             $114,334          $1,715,010       45%                   $943,256
16CH Cell Site Power & Ground                     15               $1,410             $21,150       45%                    $11,633
TRUIII/SCLPA Radios                               15              $10,500            $157,500       50%                    $78,750
              (DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios                                30              $10,500            $315,000       50%                   $157,500
                     (ACCH, ALR PER SECTOR)
TRUIII/SCLPA Radios                               15              $10,500            $157,500       50%                    $78,750
                (TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios                               180              $10,500          $1,890,000       50%                   $945,000
                        (ANALOG VCH RADIOS)

<CAPTION>
2.4.4   Cell Site E, F, & I

               DESCRIPTION                       QTY           LIST PRICE           EXT PRICE      DISC                  NET PRICE
               -----------                       ---           ----------           ---------      ----                  ---------
<S>                                              <C>           <C>                  <C>            <C>                   <C>
Cell Site Engineering                             15                 $630              $9,450        0%                     $9,450
Cell Site Frame Freight                           30                 $504             $15,120        0%                    $15,120
16CH OMNI Cell Site Installation                  15               $9,600            $144,000        0%                   $144,000
Cell Site Cutover Support                         70                 $120              $8,400        0%                     $8,400
                                                                                                     CELL SITE SUBTOTAL  $2,391,858

                                                                                                 TOTAL SYGNET EXPANSION  $3,600,451

                                                                                                     EXECUTIVE DISCOUNT ($2,222,750)

                                                                                                       NET TOTAL SYGNET  $1,377,701


                                       A-7
<PAGE>

2.5     REVISED OHIO-2 NEW SWITCH AND CELL SITES
<CAPTION>
2.5.1   Switch Hardware

               DESCRIPTION                                                             LIST PRICE         DISC           NET PRICE
               -----------                                                             ----------         ----           ---------
<S>                                                                <C>                 <C>                <C>           <C>
SNSE Core equipped with BRISC 60, ENET, (4) LIU7s
               SNSE Core                                           $913,197
               BRISC 60                                            $116,958
               96Meg Memory                                        $596,736
               LIU7                                                 $58,328            $1,685,219          40%          $1,011,131
                                                                 ----------
MCTMI Cabinets equipped with (1) DTC and (2) ICPs
               MCTMI Cabinet                                        $90,588
               ICP Standard Packfill                               $321,000
               ICP Digital Metro ES Option                         $301,000
               DTC Packfill                                        $204,528              $917,116          40%            $550,270
                                                                 ----------
TDMA Equipment - MEDP Configured to support (5) TDMA VCHs per
Cell Site Sector
               MEDP Cabinet                                          $35,368
               EDSP Cable Assembly                                    $1,410
               EDSP Transcoder CP                                   $280,000
               EDSP Controller                                        $2,520
               EDSP Backplane                                           $350              $319,648          40%            $191,789
                                                                 ----------
MCAM3 Cabinet with EDRAM and CTM                                                          $130,424          40%             $78,254
MCGM Cabinet with (1) DIO and (1) MID                                                      $92,534          40%             $55,520
MAP Equipment, Switch Spares with Cabinet                                                 $797,583          40%            $478,550

<CAPTION>
2.5.1.1 Switch E, F,& I

               DESCRIPTION                                                              LIST PRICE         DISC          NET PRICE
               -----------                                                              ----------         ----          ---------
<S>                                                                                     <C>                <C>           <C>
Engineering, Freight and Installation                                                     $209,168           0%            $209,168

                                                                                                       SWITCH SUBTOTAL   $2,574,682

                                                                                                    NEW MARKET DISCOUNT ($2,365,514)
<CAPTION>
2.5.2   Cell Site Equipment

               DESCRIPTION                       QTY            LIST PRICE           EXT PRICE     DISC                  NET PRICE
               -----------                       ---            ----------           ---------     ----                  ---------
<S>                                              <C>            <C>                <C>              <C>                  <C>
16CH OMNI/ICRM+/ATC Cell Site                      9             $114,334          $1,029,006       45%                   $565,953
16CH Cell Site Power & Ground                      9               $1,410             $12,690       45%                     $6,980
24CH OMNI/ICRM+/ATC Cell Site                      2             $150,305            $300,610       45%                   $165,336
24CH Cell Site Power & Ground                      2               $2,315              $4,630       45%                     $2,547
64CH SECT 120/ICRM+/ATC Cell Site                  2             $346,150            $692,300       45%                   $380,765
64CH Cell Site Power & Ground                      2               $4,125              $8,250       45%                     $4,538
TRUIII/SCLPA Radios                               17              $10,500            $178,500       50%                    $89,250
                 (DCCH PLUS 2 DVCH PER SECTOR)
TRUII/SCLPA Radios                                34              $10,500            $357,000       50%                   $178,500
                        (ACCH, ALR PER SECTOR)
TRUIII/SCLPA Radios                               17              $10,500            $178,500       50%                    $89,250
                   (TDMA VCH RADIO PER SECTOR)
TRUII/SCLPA Radios                               180              $10,500          $1,890,000       50%                   $945,000
                           (ANALOG VCH RADIOS)


                                       A-8
<PAGE>

<CAPTION>
2.5.2.1 Cell Sites E, F, & I

               DESCRIPTION                       QTY            LIST PRICE           EXT PRICE     DISC                  NET PRICE
               -----------                       ---            ----------           ---------     ----                  ---------
<S>                                              <C>            <C>                  <C>           <C>                   <C>
Cell Site Engineering                             13                 $630              $8,190        0%                     $8,190
Cell Site Frame Freight                           34                 $504             $17,136        0%                    $17,136
16CH OMNI Cell Site Installation                   9               $9,600             $86,400        0%                    $86,400
24CH OMNI Cell Site Installation                   2              $14,400             $28,800        0%                    $28,800
64CH SECT Cell Site Installation                   2              $31,200             $62,400        0%                    $62,400
                                                                                                   CELL SITE SUBTOTAL   $2,631,043

                                                                                   TOTAL OHIO-2 SWITCH AND CELL SITES   $2,840,212

                                                                                                   NEW MARKET DISCOUNT ($1,034,486)


                                                                                                     NET TOTAL OHIO-2   $1,805,726
                                                                                                                        ----------
</TABLE>



                                         A-9
<PAGE>

                                AMENDMENT NO. 4

                                      TO

                               SUPPLY AGREEMENT

                                    BETWEEN

                        DOBSON COMMUNICATIONS CORPORATION

                                       AND

                              NORTHERN TELECOM INC.


Made effective as of the 5th day of January 1999, by and between Dobson
Communications Corporation (hereinafter reference to as "Buyer"), an Oklahoma
corporation with offices at 13439 North Broadway Extension, Suite 200,
Oklahoma City, Oklahoma 73114 and Northern Telecom Inc. (hereinafter referred
to as "Seller"), a Delaware corporation, with offices at 2221 Lakeside
Boulevard, Richardson, Texas 75082-4399.

WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of December
6, 1995, as amended (the "Agreement"); and,

WHEREAS, Buyer and Seller now wish to amend the Agreement, as amended, to,
among other things, allow for the purchase by Buyer of CDMA Equipment and to
allow for a firm commitment by Buyer to purchase certain CDMA Equipment as
further described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Buyer and Seller agree to amend the Agreement as follows:

1.   Amend Article 1 (DEFINITIONS) as follows, adjusting the numbering
     sequence in Article 1 accordingly:

     (a)  Add the words "including BTS Equipment, as applicable," after the
          words "Seller radios and equipment" to the existing Section 1.2 ("Cell
          Site" definition).

     (b)  Add new Section 1.2 as follows:

          "1.2   "BASE STATION CONTROLLER ("BSC")' shall mean Seller engineered
                 CDMA Equipment providing radio channel management between the
                 Switch and the BTS. The BSC includes the Base Station Manager
                 ("BSM"). For the purposes of this Agreement, the BSC shall be
                 considered Switch-related Equipment, unless otherwise noted."


                                      1

<PAGE>

     (c)  Add new Section 1.3 as follows:

          "1.3   'BASE TRANSCEIVER STATION ('BTS')' shall mean Seller engineered
                 CDMA Equipment, controlled by the BSC, providing the radio
                 link with mobile subscribers."

     (d)  Add new Section 1.5 as follows:

          "1.5   'CODE DIVISION MULTIPLE ACCESS ('CDMA')' shall mean CDMA-based
                 telecommunication services provided by the System, operational
                 in the 800 MHz band."

     (e)  Replace the existing Section 1.7 ("Hardware") with the following:

          "1.10  'HARDWARE' shall mean any of the 800 MHz AMPS/TDMA/CDMA or
                 1900 MHz TDMA Nortel manufactured hardware components, as
                 applicable, as may comprise a System, an Expansion, a Cell
                 Site, or Merchandise."

     (f)  Add new Section 1.15 as follows:

          "1.15  'NBSS' shall mean network base station subsystem Equipment
                 comprised of at least one BSC and one or more BTSs."

     (g)  Replace the existing Section 1.17 ("Software") with the following:

          "1.21  'SOFTWARE' shall mean any of the 800 MHz AMPS/TDMA/CDMA or 1900
                 MHz TDMA proprietary and/or third party software computer
                 programs provided hereunder, as applicable, (consisting of
                 firmware and logic instructions in machine-readable code
                 residing in, or intended to be loaded in System memories which
                 provide basic logic, operating instructions and user-related
                 application instructions, but excluding customer data) as well
                 as associated documentation used to describe, maintain and use
                 the programs which are integral to any Hardware furnished to
                 Buyer. Any reference herein to Equipment or Software being
                 "sold," "purchased" or the like is understood to be a
                 reference in fact to the program being licensed."

     (h)  Add new Section 1.22 as follows:

          "1.22  'SOFTWARE RELEASE' shall mean (a), the base operating Software
                 for each of the Switch and NBSS Equipment, together with
                 certain standard incremental subscriber and/or carrier
                 software features included at Seller's sole discretion, such
                 base operating Software and standard subscriber and/or carrier
                 features together forming a universal load ("Universal Load"),
                 as well as (b), in addition to the


                                       2

<PAGE>

                 Universal Load, certain features that may be activated at
                 Buyer's option ("Optional Features"), including by way of
                 example and not by limitation. Software features associated
                 with an Adjunct Platform, which may include Value-added
                 Software, as described in Annex 9 hereof."

     (i)  Add new Section 1.23 as follows:

          "1.23  "Software Upgrade" shall mean an upgrade to Buyer's
                 then-existing Software Release that may download certain
                 Software fixes and/or enhancements as well as unlicensed
                 Optional Features from a more current Software Release onto
                 Buyer's Switch and/or NBSS Equipment.

     (j)  Add the words "including statements in the NTPs as to conformance
          with specific Standards." to the end of the first sentence of the
          existing Section 1.17 ("Specifications").

     (k)  Add new section 1.25 as follows:

          "1.25  "Standards shall mean interim and/or final version(s) of
                 technical specifications derived by an ANSI accredited
                 standards organization, governing the operational and/or
                 interface standards for CDMA Equipment."

2.   Amend the existing Section 5.3 (PAYMENT) as follows:

     Add the words "Annual Software Fees described in Article 5 of Annex 1A,"
     after the words "...such items as described in Section 5.4." in the first
     sentence.

3.   Amend Article 6 (DELIVERY, RISK OF LOSS, TITLE) by adding the following to
     the end of Section 6.1:

     "Buyer shall be responsible for the coordination of all BTS delivery
     arrangements and freight and handling charges from Buyer's designated
     delivery location to the Installation Site(s)."

4.   Amend Sections 2.2, 2.3 and 2.4 of Annex 2 by replacing the three (3)
     references to "Switch Installation" with the words "Switch or BSC
     Installation."

5.   Amend Section 2.4 of Annex 2 by replacing the words "Switch Installation
     Site" with the words "Installation Site" in the first sentence.


                                       3

<PAGE>

6.   Amend Subsection 2.10.2 of Annex 2 as follows:

     (a)  Entitle the existing paragraph "Switch", and

     (b)  Add a new paragraph as follows:

          "BTS

          T1 connection in the BTS."

7.   Amend Section 2.10.3 of Annex 2 as follows:

     (a)  Entitle the existing paragraph "Switch", and

     (b)  Add a new paragraph as follows:

          "BTS

          DC Breaker in the BTS."

8.   Amend Subsection 2.10.4 of Annex 2 as follows:

     (a)  Entitle the existing paragraph "Switch", and

     (b)  Add a new paragraph as follows:

          "BTS

          Alarm connections in the BTS."

9.   Amend Article 17 (CHANGES) by deleting the opening paragraph of Section
     17.5 in its entirety and replacing it with the following:

     "Subject to Section 24.1 herein, for purchases during the Initial Term.
     Buyer understands and agrees that the execution of this Agreement
     constitutes a firm, non-cancelable Purchase Order for the Initial Purchase
     set forth in Section 1.0 of Annex 1 and the training courses set forth in
     Section 4.0 of Annex 1.

     For purchases during the Extended Term, Buyer understands and agrees as
     follows:

     (a)  that the execution of this Agreement constitutes a firm, non-
          cancelable Purchase Order for the initial purchase of Equipment
          and training for the Extended Term ('Extended Term Initial Purchase'),
          as set forth in Section 1.0 of Annex 1A hereof;

     (b)  that the execution of this Agreement constitutes a firm, non-
          cancelable Purchase Order for the purchase of the Extended Term
          Additional Equipment set forth in Section 2.0 of Annex 1A hereof
          ('Extended Term Additional

                                       4

<PAGE>

          Purchase,); provided, such non-cancelable Purchase Order for the
          Extended Term Additional Equipment for the New York-3 market,
          Pennsylvania-2 market and Sygnet 1999 Expansions set forth in Sections
          2.2, 2.3 and 2.4 shall be subject to Buyer's merging with Sygnet
          Communications, Inc. during the Extended Term. Buyer shall give Seller
          written notice of such merger at such time as it is completed; and

     (c)  that the execution of this Agreement constitutes a firm, non-
          cancelable Purchase Order for the purchase of the CDMA Equipment
          and Services ("CDMA Equipment Purchase") set forth in Section 6.0 of
          Annex 1A hereof and Buyer further agrees to accept delivery of such
          Equipment and Services no later than June 1, 1999.

     For Purchase Orders for Equipment other than the Initial Purchase, Extended
     Term Initial Purchase, Extended Term Additional Purchase, and the CDMA
     Equipment Purchase, upon written notification to Seller, Buyer may elect to
     cancel such Purchase Orders prior to shipment of Equipment in accordance
     with the following:"

10.  Amend Annex 1A (Schedule A to Amendment No. 2, as amended in Amendment No.
     3)(EXTENDED TERM EQUIPMENT AND SERVICES PRICING) as follows:

     (a)  Replace the existing language in the third introductory paragraph with
          the following:

          During the Extended Term, for 800 MHz AMPS/TDMA/CDMA and 1900 MHz TDMA
          Equipment available to Seller's customers as of the Extended Effective
          Date other than the Equipment included in the Extended Term Initial
          Purchase ("Extended Term Additional Equipment"), Prices shall be at
          Seller's then-current List Prices for DMS-MTX products less the
          applicable discounts set out in Section 3.2 of this Annex.

     (b)  Add a new Section 6.0 (CDMA EQUIPMENT PURCHASE), as set forth in
          Schedule A, attached hereto and incorporated herein; and,

     (c)  Delete the existing Section 4.0 (SOFTWARE RELEASE LICENSE FEE) in its
          entirety and replace it with the following:

          "4.0   SOFTWARE RELEASE LICENSE FEE

          4.1    During the Extended Term, Buyer shall pay Seller the following
                 Software Release License fees for each Switch in service as of
                 the Extended Effective Date or purchased thereafter by Buyer
                 under this Agreement (including the Extended Term Initial
                 Purchase, the Extended Term Additional Purchase, and the CDMA
                 Equipment Purchase):


                                       5

<PAGE>

                 (a) based on the audit described in Subsection 4.1.2
                     below, or the determination of the number of
                     AMPS/TDMA subscribers at Turnover as described in
                     Subsection 4.1.3 below, as applicable, a Software
                     license fee per Switch each calendar year during the
                     Extended Term equal to the product of $6.00 times
                     the number of AMPS/TDMA subscribers on such
                     applicable Switch at the time of such audit or
                     Turnover, as applicable ("AMPS/TDMA Software License
                     Fee");

                 (b) License fees for CDMA Software necessary to support
                     the Switch and NBSS Hardware set forth in Sections
                     6.1, 6.2, and 6.3 of Annex 1A, are included in the
                     CDMA Equipment Price.  If Buyer wishes to (i) add
                     units of CDMA Software to support additional
                     capacity for Buyer's then-current Base Load beyond
                     the equipped for capacity as initially configured in
                     Sections 6.1, 6.2, and 6.3 of Annex 1A ("CDMA
                     Software Units"); (ii) license CDMA Software
                     Upgrades; or (iii) incrementally license CDMA
                     Optional Features that Seller may offer from time to
                     time.  Buyer shall pay Seller the then-current List
                     Price (less any applicable discounts), as described
                     in Section 4.3 of this Annex 1A; and

                 (c) a Software application fee of $25,000 ("Software
                     Application Fee") per Switch per calendar year.

                     (cumulatively, the "Annual Software Fee"); provided,
                     subject to Subsection 4.1.1 below, in no event shall
                     such Annual Software Fee be less than $50,000 for
                     each applicable Switch during the Extended Term.

                     Subject to Subsection 4.1.3 below, Seller shall
                     invoice Buyer for the applicable Annual Software Fee
                     upon completion of the audit described in Subsection
                     4.1.2 below and Buyer shall pay 100% of the
                     applicable invoice within thirty (30) days of the
                     date of such invoice.

          4.1.1  For the Switch in Buyer's Maryland 2 market only, no such
                 $50,000 minimum Annual Software Fee shall apply in the
                 event such audit indicates that no subscriber database is
                 datafilled on such Switch: provided, Buyer shall pay the
                 Software Application Fee ($25,000) for such Switch.

          4.1.2  Except for the instances described in Subsection 4.1.3
                 hereinbelow, commencing in 1998, at the beginning of each
                 calendar year during the Term, but not later than January
                 31st of each such calendar year, Seller shall audit each
                 applicable Switch under this Agreement (i.e.,


                                          6

<PAGE>

                 Buyer's Switches in its Cheyenne, Kansas, Maryland 2 and
                 Maryland 3 markets) and any new Switch purchased by Buyer
                 under this Agreement for any other market(s) ("New Market
                 Switch") to determine the number of AMPS/TDMA subscribers
                 per Switch for purposes of calculating the applicable
                 Annual Software Fee for the calendar year during which the
                 audit is conducted.  Buyer hereby gives Seller the right at
                 its discretion to conduct such audit remotely or visually
                 on-site.

          4.1.3  In the event Turnover of a New Market Switch occurs after
                 January 31st of any calendar year during the Term
                 (including 1997), upon Turnover of such New Market Switch,
                 Seller may invoice Buyer for the $25,000 Software
                 Application Fee and the applicable initial AMPS/TDMA
                 Software License Fee based on the number of AMPS/TDMA
                 subscribers on such New Market Switch as of the date of
                 Turnover of such Switch, such initial AMPS/TDMA Software
                 License Fee being prorated for the remainder of the
                 calendar year in which such New Market Switch is installed.
                 Buyer shall pay 100% of the applicable invoice within
                 thirty (30) days of the date of such invoice.

          4.2    Buyer shall be provided with one (1) DMS-MTX standard,
                 commercially available Software release per Switch, as
                 offered by Seller to its customers for 800 MHz
                 AMPS/TDMA/CDMA Equipment application during the applicable
                 calendar year.  Buyer may license additional AMPS/TDMA/CDMA
                 Software releases for each such Switch in a given Extended
                 Term calendar year (in addition to the AMPS/TDMA/CDMA
                 Software release included in the Annual Software Fee) by
                 paying Seller the $25,000 Software Application Fee. Upon
                 payment of the appropriate fees, all AMPS/TDMA/CDMA
                 Software releases licensed by Buyer hereunder shall include
                 all AMPS/TDMA/CDMA Software, whether base or optional
                 features, contained in the standard, commercially available
                 DMS-MTX Software ("DMS-MTX Core AMPS/TDMA/CDMA Software").
                 Such DMS-MTX AMPS/TDMA/CDMA Core Software shall not include
                 Software operating on an Adjunct Platform or Open A
                 interface.

                 In all cases the Annual Software Fee is exclusive of any
                 hardware/firmware required to operate the Software, but
                 includes TAS services as described in this Agreement.

          4.3    Add-On 800 MHz CDMA Software Pricing

          4.3.1  Upon payment of the appropriate fees, Buyer may license
                 CDMA Software Upgrades for the Switch and/or NBSS
                 Equipment.  For each such Switch and NBSS Equipment, such
                 CDMA Software Upgrades


                                          7
<PAGE>

                 shall be measured, calculated and charged based on the number
                 of then-current effective voice channels ("EVCs") on Buyer's
                 System as determined by the count on Buyer's Selector Bank
                 Subsystem ("SBS") at the time of implementation. (Each T1
                 span between the Switch and the BSC shall represent twenty
                 four [24] EVCs.) Such CDMA Software Upgrade license fees do
                 not include any additional CDMA Software Units, CDMA
                 Optional Features, Software operating on an Adjunct
                 Platform, Open A interface, any additional Hardware which
                 may be required, or the ONP fee as defined in Subsection
                 4.3.4 below. License fees are as follows:

       Switch Software Upgrade License Fee      Then-Current List Price x EVCs
       NBSS Software Upgrade License Fee        Then-Current List Price x EVCs

          4.3.2  Additional CDMA Software Units

                 Upon payment of the appropriate fees, Buyer may add CDMA
                 Software Units to support required additional voice channel
                 (traffic) or other required capacity for Switches and/or NBSS
                 Equipment. All such CDMA Software Units shall be measured,
                 calculated and charged on the basis of the EVCs as registered
                 in the SBS on Buyer's System at the time of implementation,
                 as follows:

       NBSS Software Units License Fee       Then-Current List Price x EVCs
                                             (on the basis of one EVC per
                                             active voice port)

       Switch Software Units License Fee     Then-Current List Price x T1 spans
                                             (one T1 span equals 24 EVCs)

                 The CDMA Software Units license fees do not include any CDMA
                 Software Upgrades. Optional Features, Software operating on
                 an Adjunct Platform, Open A interface, any additional
                 Hardware which may be required, or the ONP fee as defined in
                 Subsection 4.3.4 below.

          4.3.3  CDMA Software Optional Features

                 CDMA Software Optional Features license fees may be
                 calculated on the basis of measurable units as described in
                 Section 10 of the Agreement, some of which features may be
                 licensed in increments. Upon payment of the applicable
                 license fees, Seller shall activate the applicable CDMA
                 Software, including relevant Optional Features in Buyer's
                 System.


                                       8
<PAGE>

         Switch Optional Features          Then-Current List Price x
                                           (Applicable Measurable Unit)

         NBSS Optional Features            Then-Current List Price x
                                           (Applicable Measurable Unit)

          4.3.4  NBSS Software Application Fee

                 The implementation of an NBSS Software Upgrade onto Buyer's
                 BSC(s) and/or BTS(s) shall be at Seller's then-current List
                 Price. No discount shall be applicable to such Service fee.

          4.4    Upon payment of the appropriate fees, the term of the
                 Software license granted in Section 10 of the Agreement shall
                 run concurrent with the Term of the Agreement, provided the
                 license has not otherwise been terminated for breach by
                 Buyer. At Buyer's election, upon the expiration or
                 termination of the Agreement, provided that Buyer has paid
                 all Annual Software Fees and has not breached its obligations
                 under Section 10 or Annex 6. Buyer may obtain a perpetual
                 license to use the then-current Software Release at a fee to
                 be mutually agreed to by Buyer and Seller."

     (d)  Replace the existing Subsection 5.2.1, as amended, with the following:

          "5.2.1 Following Buyer's purchase and Seller's delivery of the
                 Extended Term Additional Purchase set forth in Section 2.0 of
                 Annex 1A and the CDMA Equipment Purchase set forth in Section
                 6.0 of Annex 1A, the following discounts and firm, fixed
                 Prices shall replace the discounts set forth in Section 5.2
                 above:

                 (a)  The following new discounts shall apply:

<TABLE>
<CAPTION>
                                                                         Discount Off
                                                                    Seller's Then-Current
                 Description                                            List Price(s)
                 -----------                                            -------------
                 <S>                                                <C>
                 Switch Hardware                                              50%
                 Cell Site Hardware (exclusive of radios/amplifiers)          50%
                 BSC/BTS                                                      40%
                 CDMA Software                                                40%
</TABLE>

           (b)  Buyer may purchase TRU-III/SCLPA(s) or TRU-II/SCLPA(s) for the
                net Price per radio/amplifier unit (i.e., Price per
                radio/amplifier unit inclusive of discounts, but exclusive of
                sales tax) of $4,7500."

     The exclusions described in Section 5-2, sub-parts (i), (ii) and (iii)
     above shall continue to apply."


                                       9
<PAGE>

11.  Amend Annex 2 as follows:

     (a)  Add a new Section 2.15 as follows:

          "2.15  For CDMA System purchases, provide on-site technical support
                 for the BSC/BTS Equipment consisting of two technicians, for
                 a period of six (6) consecutive weeks following commencement
                 of (i) the launch of the System into revenue producing
                 service, or (ii) a "friendly user" trial, whichever occurs
                 first. Such support shall not exceed fifty (50) hours per
                 week per technician, Monday through Friday, excluding
                 Seller's holidays. Any additional support shall be at
                 additional expense to Buyer."

     (b)  Renumber the existing Section "2.15" to "2.16"

     (c)  Add a new Section 2.17 as follows:

          "2.17  Delivery and Installation Assumptions

                 Seller shall transport Switch and/or BSC Equipment by truck
                 or van to the Installation Site. Delivery requiring special
                 lifting devices or vehicles to facilitate delivery will be at
                 additional charge to Buyer.

                 Seller shall transport BTSs to Buyer's designated warehouse
                 by truck or van. Buyer shall be responsible for all costs
                 associated with the transportation of BTSs from Buyer's
                 designated delivery location to the Installation Site."

     (d)  Add a new Section 3.6 as follows:

          "3.6   Provide and schedule all transportation activities
                 associated with delivery of BTS Equipment from Buyer's
                 warehouse or staging area to the Installation Site."

     (e)  Renumber the remaining sections of Annex 2 accordingly.

     (f)  Replace the existing Section 4.0 with the following:

          "Switch/Cell Site Environmental Requirements (800 MHz AMPS/TDMA
          only).

12.  Except as specifically modified by Amendments 1 through 3 and this
     Amendment No. 4, the Agreement in all other respects shall continue in
     full force and effect.


                                      10
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Amendment No. 4 to be signed
by their duly authorized representatives effective as of the date first set
forth above.

DOBSON COMMUNICATIONS                       NORTHERN TELECOM INC.
CORPORATION


By: /s/ G. Edward Evans                     By: /s/ Nancy J. White
   --------------------------------            -------------------------------

Name:  G. Edward Evans                      Name:  Nancy J. White
     ------------------------------              -----------------------------
             (Type/Print)                                  (Type/Print)

Title:  President & COO                     Title:  VP & GM, Wireless Networks
      -----------------------------               ----------------------------

Date:  12/22/98                             Date:  1-5-99
     ------------------------------              -----------------------------


                                      11
<PAGE>

                                 SCHEDULE A
                            TO AMENDMENT NO. 4 TO
                   THE 12/20/95 SUPPLY AGREEMENT BETWEEN
                     DOBSON COMMUNICATIONS CORPORATION
                         AND NORTHERN TELECOM INC.

                      ADDING NEW ARTICLE 6 TO ANNEX 1A

6.0  800 MHz CDMA EQUIPMENT PURCHASE

6.1  SWITCH HARDWARE

<TABLE>
<CAPTION>
Description                    PEC       QTY  List Price    Ext Price   Disc   NET Price
-----------                    ---       ---  ----------    ---------   ----   ---------
<S>                          <C>         <C>  <C>           <C>         <C>    <C>
LPP Cabinet                  MA2080NU     1     $376,974     $376,974    50%    $188,487
CDMA Interface Unit          MA2086NU     2      $18,600      $37,200    50%     $18,600
CDMA Application Unit        MA2085NU     2      $17,500      $35,000    50%     $17,500
DTC Packfill                 MA3000PF     1     $204,528     $204,528    50%    $102,264

Switch Hardware E. F. & L.
--------------------------
Switch Engineering           SE4020NU     1       $4,680       $4,680     0%      $4,680
Switch Frame Freight         MF2000NU     1         $504         $504     0%        $504
LPP Cabinet Installation     MI2080NU     1       $9,600       $9,600     0%      $9,600

                                                     Switch Hardware Sub-Total  $341,635
</TABLE>

6.2  BASE STATION CONTROLLER (BSC) HARDWARE

<TABLE>
<CAPTION>
Description                    PEC       QTY  List Price    Ext Price   Disc   NET Price
-----------                    ---       ---  ----------    ---------   ----   ---------
<S>                          <C>         <C>  <C>           <C>         <C>    <C>
96 VCH TI BSC                BSC96TIA     1     $340,000     $340,000    40%    $204,000
BSC Software                  SWBSCA     95       $1,500     $142,500    40%     $85,500
BSC Spares                   BSP0TIIA     1     $300,000     $300,000    40%    $180,000

Base Station Controller (BSC) Hardware E. F. & L.
-------------------------------------------------
CDMA Network Engineering      NWDSGOI     1      $34,320      $34,320     0%     $34,320
BSC E. F.& L.                MT2700NU     1      $64,525      $64,525     0%     $64,525

                                                                BSC Sub-Total   $568,345
</TABLE>

6.3  800 MHz BASE TRANSCEIVER STATION (BTS) HARDWARE

<TABLE>
<CAPTION>
Description                    PEC       QTY  List Price    Ext Price   Disc   NET Price
-----------                    ---       ---  ----------    ---------   ----   ---------
<S>                          <C>         <C>  <C>           <C>         <C>    <C>
800MHz OMNI BTS              BTS0811A     7     $110,000     $770,000    40%    $462,000
800MHz Sector Kit            SCSA801A     7      $42,000     $294,000    40%    $176,400
Channel Card Kit             NTGB62AA     7      $18,000     $126,000    40%     $75,600
BTS Software                 SWBTSA      95       $1,000      $95,000    40%     $57,000
BTS Spares Kit               SSPA811A     1     $120,000     $120,000    40%     $72,000

</TABLE>


                                     A-1

<PAGE>

<TABLE>
<CAPTION>
Description                    PEC       QTY  List Price    Ext Price   Disc   NET Price
-----------                    ---       ---  ----------    ---------   ----   ---------
<S>                          <C>         <C>  <C>           <C>         <C>    <C>

Base Transceiver Station (BTS) Hardware E. F. & L.
--------------------------------------------------
CDMA Post Cut Support        CI0800NU     1      $49,500      $49,500     0%     $49,500
800MHz BTS E. F. & L.        CT0800NU     7      $16,309     $114,163     0%    $114,163
                                                              BTS Sub-Total   $1,006,663
                                                      CDMA System Sub-Total   $1,916,643
                                                EXECUTIVE EQUIPMENT DISCOUNT   ($684,500)
                                                                            -------------
                                              FINAL CDMA EQUIPMENT PURCHASE   $1,232,143
                                                                            -------------
                                                                            -------------
</TABLE>


                                     A-2

<PAGE>

                                                                    Exhibit 10.6

                                AMENDMENT NO. 5

                                      TO

                                SUPPLY AGREEMENT

                                    BETWEEN

                       DOBSON COMMUNICATIONS CORPORATION

                                      AND

                              NORTEL NETWORKS INC.

    Made as of this 3rd day of November 1999 ("Effective Date No. 5"), by and
between Dobson Communications Corporation, an Oklahoma corporation with
offices at 13439 North Broadway Extension, Suite 200, Oklahoma City, Oklahoma
73114 (hereinafter referred to as "Buyer") and Nortel Networks Inc.
(successor in interest to Northern Telecom Inc.), a Delaware corporation with
offices at 2221 Lakeside Boulevard, Richardson, Texas  75082 (hereinafter
referred to as "Nortel" or "Seller").

    WHEREAS, Buyer and Seller entered into a Supply Agreement dated as of
December 6, 1995, as amended (the "Agreement"); and

    WHEREAS, Buyer and Seller now wish to amend the Agreement to include,
among other things, an extended Term, an increased commitment to purchase by
Buyer and new discounts applicable to future Equipment purchases, all as
further described herein:

    NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Buyer and Seller agree to amend the Agreement as follows:

    1.  Unless otherwise defined, capitalized terms herein shall have the same
        meaning as in the Agreement.

    2.  Amend Article 1, Section 1.21 "EXTENDED TERM" (as amended by
        Amendment No. 3) by deleting the words "ending four (4) years and
        five (5) months thereafter" and replacing them with "ending December 31,
        2002."

    3.  Amend Article 4 "PRICE" (as amended by Amendment No. 3) by deleting
        the last sentence of Section 4.1 in its entirety and replacing it with
        the following:

        "Buyer understands that it has a firm obligation to purchase/license
        no less than $120 million net Price (i.e., Price inclusive of applicable
        discounts, but exclusive

<PAGE>

        of sales tax) of Equipment and/or Software from Seller during the
        Extended Term ('Commitment')."

    4.  Amend Article 7 "WARRANTIES, REMEDIES AND LIMITATION OF WARRANTIES
        AND REMEDIES AND DISCLAIMERS OF WARRANTIES AND LIABILITY" by adding a
        new Section 7.6 as follows:

        "7.6  Beginning upon Effective Date No. 5 through December 31, 2002,
        Seller shall provide its remote TAS services to Buyer at no charge in
        accordance with Section 7.3.1 and Sections 1 through 4 of Annex 5."

    5.  Amend Annex 1A "EXTENDED TERM EQUIPMENT AND SERVICES PRICING"
        (Schedule A to Amendment No. 2, as amended in Amendment No. 4) as
        follows:

        (a)  By deleting the word ($6.00) and replacing it with ($5.00) in
             Section 4.1(a); and,

        (b)  By deleting Section 5.2.1 in its entirety and replacing it with
             the following:

             "5.2.1 Following Buyer's purchase and effective on the date of
                    final payment to Seller of the total Price for the Extended
                    Term Additional Purchase set forth in Section 2.0 of Annex
                    1A and the CDMA Equipment Purchase set forth in Section 6.0
                    of Annex 1A, the following discounts and firm, fixed Prices
                    shall replace the discounts and firm, fixed Prices set
                    forth in Section 5.2 above:

                    (a)  The following new discounts shall apply:

<TABLE>
<CAPTION>
                    Description                        Discount off Seller's then-current List Price
                    -----------                        ---------------------------------------------
<S>                                                    <C>
                    Switch/TDMA Hardware                                  56%

                    Cell Site Hardware                                    55%

                    (exclusive of radios/amplifiers)

                    BSC/BTS                                               40%

                    CDMA Software                                         40%
</TABLE>

                    (b)  Buyer may purchase TRU-III/SCLPA(s) or
                         TRU-II/SLPA(s) for the net Price per radio/amplifier
                         unit (i.e., Price per radio/amplifier unit inclusive
                         of discounts, but exclusive of sales tax) of $3,990.

                    With the exception of Purchase Orders for the Extended
                    Term Additional Purchase and the CDMA Equipment Purchase,
                    and conditioned upon the completion of payment of the
                    Extended Term Additional Purchase and the CDMA Equipment
                    Purchase, the

                                      -2-
<PAGE>

                    discounts set forth in (a) and (b) above shall be
                    retroactive to all Purchase Orders received by Seller after
                    September 1, 1999 ("Applicable Purchase Orders").  For
                    Applicable Purchase Orders received by Seller between
                    September 1, 1999 and Effective Date No. 5, Seller shall
                    provide product credits to Buyer equal to the difference
                    between the Prices set forth in such Applicable Purchase
                    Orders and the Prices at the new discount levels.  Buyer
                    may apply product credits towards purchases of additional
                    Equipment hereunder.  Any unused product credits will be
                    forfeited upon the termination or expiration of this
                    Agreement.

                    (c)  The exclusions described in Section 5.2 (as
                         previously amended in Amendments No. 3 and 4),
                         sub-parts (i), (ii) and (iii) above shall continue to
                         apply; and

                    (d)  Add a new Section 7.0 (Additional Incentives), as
                         set forth in Schedule A, attached and incorporated
                         herein.

    6.  Add a new Annex 8B (EXTENDED TERM RF OPTIMIZATION SERVICES STATEMENT
        OF WORK) as set forth in Schedule B, attached hereto and incorporated
        herein.

    7.  Add the appropriate Annex listings for new Annex 8B to the Table of
        Contents and Section 23 (ANNEXES) respectively.

    8.  Except as specifically modified by this Amendment No. 5, the
        Agreement in all other respects shall continue in full force and effect.

    IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to be
signed by their duly authorized representatives effective as of the date
first set forth above.

DOBSON COMMUNICATIONS INC.             NORTEL NETWORKS INC.

By:                                    By:
   ----------------------------           ----------------------------------

-------------------------------           ----------------------------------
      Type or Print Name                           Type or Print Name
Title:                                 Title:
      -------------------------              -------------------------------
Date:                                  Date:
     --------------------------             --------------------------------

                                      -3-
<PAGE>


                                 AMENDMENT NO. 6

                                       TO

                                 SUPPLY AGREEMENT

                                     BETWEEN

                         DOBSON COMMUNICATIONS CORPORATION

                                       AND

                               NORTEL NETWORKS INC.,

                           (f/k/a NORTHERN TELECOM INC.)

This amendment is made effective as of the date last signed ("Effective Date
No. 6") by and between Dobson Communications Corporation, an Oklahoma
corporation, with offices at 13439 North Broadway Extension, Suite 200,
Oklahoma City, Oklahoma  73114 (hereinafter referred to as "Buyer") and
Nortel Networks Inc., (f/k/a "Northern Telecom Inc.") a Delaware corporation
with offices at 2350 Lakeside Blvd., Richardson, Texas  75082 (hereinafter
referred to as "Seller").

WHEREAS, Buyer and Seller entered into a Supply Agreement as of December 6,
1995, as amended ("Agreement"); and,

WHEREAS, Buyer and Seller now wish to further amend the Agreement to include,
among other things, an increase in Buyer's purchase commitment, increased
discounts from Seller, assurance of Seller's presence in future
Seller-equipped markets and provide Seller with a last-bid opportunity, all
as further described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Buyer and Seller agree to amend the Agreement as follows:

    1.  Replace all references to "Northern Telecom Inc." in the Agreement,
        and its amendments, with "Nortel Networks Inc."

    2.  Increase the Buyer's purchase commitment by amending the last
        sentence of Article 4 ("Price") (as amended in Section 3 of Amendment
        No. 5), changing the dollar amount of "$120 million" to "two hundred
        fifteen million dollars ($215,000,000), of which approximately
        $78,000,000 has been purchased against the cumulative commitment prior
        to this Amendment No. 6."

    3.  Amend Annex 1A "Extended Term Equipment and Services Pricing"
        (Schedule A to Amendment No. 2, as last amended in Amendment No. 5), as
        follows:

<PAGE>

        (a)  by deleting the amount "$5.00" and replacing it with "$4.00" in
             Section 4.1

        (b)  by deleting the amount "$3,990" and replacing it with "$3,325",
             and adding the words "for either 800 MHz or 1900 MHz radios.", at
             the end of the sentence.

    4.  Amend the subsections of Section 5.2 of Annex 1A, as follows:

        (a)  Add the following language to the beginning of Subsection 5.2.1:
             "Subject to changes to Subsection 5.2.1(a), below,"

        (b)  Change the level of "Discount off Seller's then-current List
             Price" of the following items in Subsection 5.2.1(a), as indicated
             below, effective as of the effective date of this Amendment No. 6:

<TABLE>
<CAPTION>
             Description           Discount off Seller's then-current List Price
             -----------           ---------------------------------------------
<S>                                <C>
             Switch/TDMA Hardware                       65%
             Cell Site Hardware
             (exclusive of
             radios/amplifiers)                         65%
             (Note:  This discount level applies to either 800 MHz or 1900MHz Equipment.)
</TABLE>

    5.  Add new Section 8.0 to Annex 1A, as follows:

        "8.0 NORTEL NETWORKS EQUIPMENT IN NEWLY ACQUIRED MARKETS

        In the event Buyer acquires markets in the future that contain
        current MTX-Software based Seller's equipment, Buyer agrees that if it
        replaces such equipment, it will do so with Nortel Networks' Equipment,
        only"

    6.  Add new Section 9.0 to Annex 1A, as follows:

        "9.0 LAST BID OPPORTUNITY

        Subject to Section 9.1 below, and in the event Section 8.0 is not
        applicable, in each and every case in which Buyer request Seller and
        one or more other wireless infrastructure equipment vendors to provide
        a bid or offer to sell with respect to Buyer's purchase of wireless
        equipment, Buyer shall give Seller an opportunity to provide a last bid
        or offer to sell such equipment after all other vendors have made their
        bid(s) or offer(s) ("Last Bid").  Such Last Bid may be Seller's first
        opportunity to bid or offer, or may be a bid or offer by Seller
        subsequent to its first bid or offer.

        At such time as no further bids or offers are being accepted by Buyer
        from vendors other than Seller, Buyer shall notify Seller in writing,
        with written receipt from Seller, that Seller may make its Last Bid.
        Within twenty-four (24) hours after Seller's receipt of Last Bid notice
        from Buyer, Seller shall either provide its Last Bid or provide Buyer
        with written notice declining to make a Last Bid.

<PAGE>

        Should Seller fail to respond to Buyer within twenty-four (24) hours
        after notice of Last Bid, Buyer may deem that Seller has declined to
        offer such Last Bid.

        9.1  Buyer shall not be required to solicit any bid or offer from
        Seller for the sale of wireless infrastructure equipment, nor shall
        Buyer be required to accept a Last Bid as the winning bid or offer."

    7.  Amend Article I, Section 1.21 "Extended Term", (as amended by Amendment
        No. 5), by deleting the words "ending December 31, 2002", and replacing
        them with "ending three (3) years from the effective date of this
        Amendment No. 6."

    8.  Amend Article 2, Scope, by adding the following Section 2.2:

        "2.2  Buyer and Seller acknowledge and agree that Buyer's purchase
              commitment may be fulfilled by purchases for the use of either
              (i) Buyer, and its majority owned subsidiaries, as such are made
              known to Seller in writing, with Buyer irrevocably accepting
              responsibility for the performance of such subsidiaries, or
              (ii) American Cellular Corporation ("ACC") and its majority owned
              subsidiaries, as such are made known to Seller in writing, with
              Buyer irrevocably accepting responsibility for the performance of
              such subsidiaries, so long as Buyer or one of its majority owned
              subsidiaries is the manager of ACC.  In the event that Buyer, or
              one of its such majority owned subsidiaries no longer is the
              manager of ACC, and there remains an unfulfilled purchase
              commitment under the Agreement, Buyer and Seller agree to assign
              and allocate up to thirty three percent (33%) of the unfulfilled
              commitment to ACC upon a new agreement between Seller and ACC
              being entered into with substantially similar terms as then in
              effect between Buyer and Seller, and upon ACC's written
              acceptance of such assignment, to reduce Buyer's remaining
              commitment by such assigned amount.  A current listing of Buyer's
              majority owned subsidiaries is provided at Attachment B, which
              may be amended, as necessary, upon receipt of written
              notification by Buyer."

    9.  Amend Article 2, Scope, by adding the following Section 2.3:

        "2.3A  Purchase Order submitted by a subsidiary of Buyer, as listed
               in Schedule B to this Amendment No. 6, pursuant to the terms and
               conditions of this Agreement, and which Seller has accepted,
               constitutes a Contract between the subsidiary ordering and
               Seller.  As used herein, "Contract" shall mean an agreement for
               the supply of Equipment and/or Services between (i) any such
               subsidiary of Buyer and (ii) Seller, which comes into effect by
               the acceptance of a Purchase Order pursuant to the provisions of
               this Agreement, and which Contract shall be governed solely by
               the terms and conditions of this Agreement; and each reference
               to "Buyer" in this Agreement shall for such Contract mean the
               ordering subsidiary.  Buyer absolutely, irrevocably and
               unconditionally guarantees the performance of every Buyer
               subsidiary issuing Purchase Orders and/or otherwise acting

<PAGE>

               under this Agreement and any Contract created thereby.  Buyer
               hereby expressly waives any other diligence, protest or notice
               as well as any requirement that Seller exhaust any remedy or
               right against such Buyer subsidiary."

    10. Amend Annex 1A, "Extended Term Equipment and Services Pricing" of
        Schedule A to Amendment No. 2, by adding the "Combined 1900 MHz and
        800 MHz Pricing for OK-4 and OK-6 Markets" as Schedule A to this
        Amendment No. 6.

    11. Amend Schedule A to Amendment No. 5, Section 7.3, "Co-operative
        Marketing Funds" as follows:

        Delete Section 7.3 in its entirety and replace it with:

        "7.3  CO-OPERATIVE MARKING FUNDS

        7.3.1 For the purposes of this Section 7.3 only, beginning on
              Effective Date No. 6, during each period as shown below, and
              in consideration of the provision of co-operative marketing
              funds by Seller ("Co-op Funds"), as hereinafter described,
              Buyer agrees to submit Purchase Orders to Seller for Equipment
              for a minimum of $40 million dollars in net Prices as set forth
              in Amendment No. 5 for each calendar year, beginning on
              Effective Date No. 6.  Seller will submit Co-op Fund payments
              based on the following schedule:

<TABLE>
<S>                                                   <C>
              Period 1:                               Co-Op Funds Available
                                                      ---------------------
                Payment #1:  (January 15, 2001)               $1.5M
                Payment #2:  (April 15, 2001)                 $1.5M
              Period 2:
                Payment #3:  (January 15, 2002)               $1.5M
                Payment #4:  (April 15, 2002)                 $1.5M
              Period 3:
                Payment #5:  (January 15, 2003)               $1.5M
                Payment #6:  (April 15, 2003)                 $1.5M
</TABLE>

        7.3.2 In the event Buyer does not fulfill each of its $40M per
              calendar year commitments with Seller, as calculated from
              Effective Date No. 6, Buyer will refund the amount of Co-op
              Funds relative to the percentage of commitment not met, upon
              Seller's request.  Buyer shall take delivery of all Equipment
              purchased in any period within twelve (12) months of Seller's
              receipt of Buyer's Purchase Order therefore.

        7.3.3 The total amount of Co-op Funds that Seller shall be obligated
              to provide under this Agreement shall not exceed a total of three
              million dollars ($3,000,000) for any designated period.  Buyer
              shall use all Co-op Funds

<PAGE>

              solely for Buyer's marketing and/or advertising wherein Seller's
              Equipment is featured and/or referenced.

        7.3.4 As a condition to Seller providing Buyer with applicable Co-op
              Funds, as set forth above, Buyer shall provide Seller with the
              following: (i) payment in full for any invoices issued by Seller
              for Purchase Orders received and accepted during the applicable
              period which have become due; (ii) a written, detailed
              description of Buyer's marketing and/or advertising plan for the
              period immediately following the period used to calculate such
              applicable Co-operative Marketing Funds; and (iii) a written
              request for payment of such previously earned Co-operative
              Marketing Funds."

    12. Upon receipt by Seller of Buyer's irrevocable Purchase Order(s) for
        the Equipment comprising the OK-4 and OK-6 1900 MHz and 800 MHz
        Equipment, as provided at Schedule A to this Amendment No. 6, and upon
        Seller receiving Buyer's proposal for the use of additional Co-op
        Funds, Seller will pay Buyer an additional two million dollars ($2
        million) in Co-op Funds over and above those provided for in Article 11
        above, of this Amendment No. 6.  Buyer will be required to notify Seller
        three (3) weeks in advance of the desired payment date.

    13. Except as specifically modified by Amendment Nos. 1 through 5, and
        this Amendment No. 6, the Agreement in all other respects shall
        continue in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Amendment No. 6 to be signed
by their duly authorized representatives and effective as of the date first
set forth above.

DOBSON COMMUNICATIONS               NORTEL NETWORKS INC.
CORPORATION
By: /s/ G. Edward Evans             By: /s/ Tonya L. Lowe
   ------------------------------      -----------------------------------------

Name:  G. Edward Evans              Name:  Tonya L. Lowe

Title:  President & COO             Title:  Vice President, Marketing Operations

Date:  6-30-00                      Date:  3/30/00