<PAGE>



                                                                    EXHIBIT 10.4





                                  SPRINT PCS
                             MANAGEMENT AGREEMENT


                                    Between


                               WIRELESSCO, L.P.


                             SPRINT SPECTRUM L.P.


                                SPRINTCOM, INC.


                                      and


                           LOUISIANA UNWIRED, L.L.C.





                         Dated as of February 8, 1999
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
1.   MANAGER..................................................................................    2
       1.1     Hiring of Manager..............................................................    2
       1.2     Program Requirements...........................................................    3
       1.3     Vendor Purchase Agreements.....................................................    3
       1.4     Interconnection................................................................    3
       1.5     Seamlessness...................................................................    4
       1.6     Forecasting....................................................................    4
       1.7     Financing......................................................................    4
       1.8     Ethical Conduct and Related Covenants..........................................    4

2.   BUILD-OUT OF NETWORK.....................................................................    4
       2.1     Build-out Plan.................................................................    4
       2.2     Compliance with Regulatory Rules...............................................    4
       2.3     Exclusivity of Service Area....................................................    5
       2.4     Restriction....................................................................    5
       2.5     Coverage Enhancement...........................................................    6
       2.6     Purchase of Assets by Manager..................................................    7
       2.7     Microwave Relocation...........................................................    8
       2.8     Determination of pops..........................................................    8

3.   PRODUCTS AND SERVICES; IXC SERVICES......................................................    8
       3.1     Sprint PCS Products and Services...............................................    8
       3.2     Other Products and Services....................................................    8
       3.3     Cross-selling with Sprint......................................................    9
       3.4     IXC Services...................................................................    9
       3.5     Resale of Products and Services................................................   10
               3.5.1  Mandatory Resale of Products and Services...............................   10
               3.5.2  Voluntary Resale of Products and Services...............................   10
       3.6     Non-competition................................................................   10
       3.7     Right of Last Offer............................................................   11

4.  MARKETING AND SALES ACTIVITIES............................................................   11
       4.1     Sprint PCS National or Regional Distribution Program Requirements..............   11
               4.1.1  Territorial Limitations on Manager's Distribution Activities............   12
               4.1.2  Settlement of Equipment Sales...........................................   12
               4.1.3  Use of Third-Party Distributors.........................................   12
       4.2     Sprint PCS National Accounts Program Requirements..............................   13
       4.3     Sprint PCS Roaming and Inter Service Area Program Requirements.................   13
       4.4     Pricing........................................................................   13
</TABLE>

                                       i
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<TABLE>
<S>                                                                                              <C>
       4.5     Home Service Area..............................................................   14

5.   USE OF BRANDS............................................................................   14
       5.1     Use of Brands..................................................................   14
       5.2     Conformance to Marketing Communications Guidelines.............................   15
       5.3     Joint Marketing With Third Parties.............................................   15
       5.4     Prior Approval of Use of Brands................................................   16
       5.5     Duration of Use of Brand.......................................................   16

6.   ADVERTISING AND PROMOTION................................................................   17
       6.1     National Advertising and Promotion.............................................   17
       6.2     In-Territory Advertising and Promotion.........................................   17
       6.3     Review of Advertising and Promotion Campaigns..................................   17
       6.4     Public Relations...............................................................   18

7.   SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS................................................   18
       7.1     Conformance to Sprint PCS Technical Program Requirements.......................   18
       7.2     Establishment of Sprint PCS Technical Program Requirements.....................   18
       7.3     Handoff to Adjacent Networks...................................................   18

8.   SPRINT PCS CUSTOMER SERVICE..............................................................   19
       8.1     Compliance With Sprint PCS Customer Service Program Requirements...............   19

9.   SPRINT PCS PROGRAM REQUIREMENTS..........................................................   19
       9.1     Program Requirements  Generally................................................   19
       9.2     Amendments to Program Requirements.............................................   19
       9.3     Manager's Right to Request Review of Changes...................................   21
       9.4     Sprint PCS' Right to Implement Changes.........................................   21
       9.5     Rights of Inspection...........................................................   21
       9.6     Manager's Responsibility to Interface with Sprint PCS..........................   22

10.  FEES.....................................................................................   22
       10.1    Fees and Payments..............................................................   22
               10.1.1  Fee Based on Collected Revenues........................................   22
               10.1.2  Payment of Universal Service Funds.....................................   22
               10.1.3  Inter Service Area Fees................................................   22
               10.1.4  Interconnect Fees......................................................   23
               10.1.5  Outbound Roaming Fees..................................................   23
               10.1.6  Reimbursements.........................................................   23
       10.2    Monthly True Up................................................................   23
       10.3    Taxes..........................................................................   24
       10.4    Collected Revenues Definition..................................................   24
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                              <C>
       10.5    Late Payments..................................................................   25
       10.6    Setoff Right If Failure To Pay Amounts Due.....................................   25

11.  TERM; TERMINATION; EFFECT OF TERMINATION.................................................   26
       11.1    Initial Term...................................................................   26
       11.2    Renewal Terms..................................................................   26
               11.2.1  Non-renewal Rights of Manager..........................................   26
                       11.2.1.1  Manager's Put Right..........................................   26
                       11.2.1.2  Manager's Purchase Right.....................................   27
               11.2.2  Non-renewal Rights of Sprint PCS.......................................   27
                       11.2.2.1  Sprint PCS' Purchase Right...................................   28
                       11.2.2.2  Sprint PCS' Put Right........................................   29
               11.2.3  Extended Term Awaiting FCC Approval....................................   29
       11.3    Events of Termination..........................................................   29
               11.3.1  Termination of  License................................................   29
               11.3.2  Breach of Agreement:  Payment of Money Terms...........................   30
               11.3.3  Breach of Agreement:  Other Terms......................................   30
               11.3.4  Regulatory Considerations..............................................   30
               11.3.5  Termination of Trademark License Agreements............................   30
               11.3.6  Financing Considerations...............................................   31
               11.3.7  Bankruptcy of a Party..................................................   31
       11.4    Effect of an Event of Termination..............................................   32
       11.5    Manager's Event of Termination Rights and Remedies.............................   33
               11.5.1  Manager's Put Right....................................................   34
               11.5.2  Manager's Purchase Right...............................................   34
               11.5.3  Manager's Action for Damages or Other Relief...........................   35
       11.6    Sprint PCS' Event of Termination Rights and Remedies...........................   35
               11.6.1  Sprint PCS' Purchase Right.............................................   35
               11.6.2  Sprint PCS' Put Right..................................................   36
               11.6.3  Sprint PCS' Right to Cause A Cure......................................   37
               11.6.4  Sprint PCS' Action for Damages or Other Relief.........................   39
       11.7    Determination of Entire Business Value.........................................   39
               11.7.1  Appointment of Appraisers..............................................   39
               11.7.2  Manager's Operating Assets.............................................   39
               11.7.3  Entire Business Value..................................................   40
               11.7.4  Calculation of Entire Business Value...................................   40
       11.8    Closing Terms and Conditions...................................................   41
       11.9    Contemporaneous and Identical Application......................................   41

12.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE...................................   41
       12.1    Books and Records..............................................................   41
               12.1.1  General................................................................   41
               12.1.2  Audit..................................................................   41
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                              <C>
               12.1.3  Contesting an Audit....................................................   42
       12.2    Confidential Information.......................................................   43
       12.3    Insurance......................................................................   44
               12.3.1  General................................................................   44
               12.3.2  Waiver of Subrogation..................................................   44
               12.3.3  Certificates of Insurance..............................................   45

13.  INDEMNIFICATION..........................................................................   45
       13.1    Indemnification by Sprint PCS..................................................   45
       13.2    Indemnification by Manager.....................................................   45
       13.3    Procedure......................................................................   46
               13.3.1  Notice.................................................................   46
               13.3.2  Defense by Indemnitor..................................................   46
               13.3.3  Defense by Indemnitee..................................................   46
               13.3.4  Costs..................................................................   47

14.  DISPUTE RESOLUTION.......................................................................   47
       14.1    Negotiation....................................................................   47
       14.2    Unable to Resolve..............................................................   47
       14.3    Attorneys and Intent...........................................................   48
       14.4    Tolling of Cure Periods........................................................   48

15.  REPRESENTATIONS AND WARRANTIES...........................................................   49
       15.1    Due Incorporation or Formation; Authorization of Agreements....................   49
       15.2    Valid and Binding Obligation...................................................   49
       15.3    No Conflict; No Default........................................................   49
       15.4    Litigation.....................................................................   49

16.  REGULATORY COMPLIANCE....................................................................   49
       16.1    Regulatory Compliance..........................................................   49
       16.2    FCC Compliance.................................................................   50
       16.3    Marking and Lighting...........................................................   52
       16.4    Regulatory Notices.............................................................   52
       16.5    Regulatory Policy-Setting Proceedings..........................................   52

17.  GENERAL PROVISIONS.......................................................................   53
       17.1    Notices........................................................................   53
       17.2    Construction...................................................................   53
       17.3    Headings.......................................................................   53
       17.4    Further Action.................................................................   53
       17.5    Counterpart Execution..........................................................   53
       17.6    Specific Performance...........................................................   53
       17.7    Entire Agreement; Amendments...................................................   53
</TABLE>

                                      iv
<PAGE>

<TABLE>
       <S>                                                                                       <C>
       17.8    Limitation on Rights of Others.................................................   54
       17.9    Waivers........................................................................   54
               17.9.1  Waivers--General.......................................................   54
               17.9.2  Waivers--Manager.......................................................   54
               17.9.3  Force Majeure..........................................................   54
       17.10   Waiver of Jury Trial...........................................................   55
       17.11   Binding Effect.................................................................   55
       17.12   Governing Law..................................................................   55
       17.13   Severability...................................................................   55
       17.14   Limitation of Liability........................................................   55
       17.15   No Assignment; Exceptions......................................................   56
               17.15.1  General...............................................................   56
               17.15.2  Assignment Right of Manager to Financial Lender.......................   56
               17.15.3  Change of Control Rights..............................................   57
               17.15.4  Right of First Refusal................................................   59
               17.15.5  Transfer of Sprint PCS Network........................................   59
       17.16   Provision of Services by Sprint Spectrum.......................................   59
       17.17   Number Portability.............................................................   59
       17.18   Disclaimer of Agency...........................................................   60
       17.19   Independent Contractors........................................................   60
       17.20   Expense........................................................................   60
       17.21   General Terms..................................................................   60
       17.22   Conflicts with Other Agreements................................................   61
       17.23   Survival Upon Termination......................................................   61
       17.24   Announced Transaction..........................................................   61
       17.25   Additional Terms and Provisions................................................   61
       17.26   Master Signature Page..........................................................   61
       17.27   Agent Authorization............................................................   61
</TABLE>

                                       v
<PAGE>

                        SPRINT PCS MANAGEMENT AGREEMENT

     This SPRINT PCS MANAGEMENT AGREEMENT is made February 8th, 1998, between
WirelessCo, L.P., a Delaware limited partnership, Sprint Spectrum L.P., a
Delaware limited partnership, SprintCom, Inc., a Kansas corporation and
Louisiana Unwired, L.L.C., a Louisiana limited liability company (but not any
Related Party) ("Manager"). The definitions for this agreement are set forth on
the "Schedule of Definitions".
     -----------------------

                                   RECITALS

     A.        Sprint Spectrum L.P., a Delaware limited partnership, WirelessCo,
L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
American PCS Communications, LLC, a Delaware limited liability company, APC PCS,
LLC, a Delaware limited liability company, PhillieCo Partners I, L.P., a
Delaware limited partnership, PhillieCo, L.P., a Delaware limited partnership,
Cox Communications PCS, L.P., a Delaware limited partnership, and Cox PCS
License, L.L.C., a Delaware limited liability company, hold and exercise,
directly or indirectly, control over licenses to operate wireless services
networks.

     B.        The entity or entities named in Recital A that execute this
agreement hold, directly or indirectly, the Licenses for the areas identified on
the Service Area Exhibit and are referred to in this agreement as "Sprint PCS."
    --------------------
Because this agreement addresses the rights and obligations of each license
holder with respect to each of its Licenses, each reference in this agreement to
"Sprint PCS" refers to the entity that owns, directly or indirectly, the License
referred to in that particular instance or application of the provision of this
agreement.  If Sprint Spectrum does not own the License, it will provide on
behalf of Sprint PCS most or all of the services required under this agreement
to be provided by Sprint PCS.

     C.        The Sprint PCS business was established to use the Sprint PCS
Network, a nationwide wireless services network, to offer seamless, integrated
voice and data services using wireless technology. The Sprint PCS Network offers
the services to customers under the Brands.

     D.        This agreement, therefore, includes provisions defining Manager's
obligations with respect to:

     .    The design, construction and management of the Service Area Network;

     .    Offering and promoting products and services designated by Sprint PCS
          as the Sprint PCS Products and Services of the Sprint PCS Network;
<PAGE>

     .    Adherence to Program Requirements established by Sprint PCS to ensure
          seamless interoperability throughout the Sprint PCS Network and
          uniform and consistent quality of product and service offerings;

     .    Adherence to Customer Service Program Requirements established by
          Sprint PCS to ensure consistency in interactions with customers
          (including billing, customer care, etc.); and

     .    Adherence to Program Requirements relating to the marketing, promotion
          and distribution of Sprint PCS Products and Services.

     E.        The Sprint PCS Network is expanding with the assistance of
"managers" (companies such as Manager that manage Service Area Networks that
offer Sprint PCS Products and Services under a license owned by Sprint PCS or
one of the entities named in Recital A) and "affiliates" (companies that manage
Service Area Networks that offer Sprint PCS Products and Services under a
license owned by the affiliate).

     F.        Manager wishes to enter into this agreement to help construct,
operate, manage and maintain for Sprint PCS a portion of the Sprint PCS Network
in the Service Area. Sprint PCS has determined that permitting Manager to manage
a portion of the Sprint PCS Network in accordance with the terms of this
agreement will facilitate Sprint PCS' expansion of fully digital, wireless
coverage under the License and will enhance the wireless service for customers
of Sprint PCS.

     G.        All managers of a portion of the business of Sprint PCS,
including Manager, must construct facilities and operate in accordance with
Program Requirements established by Sprint PCS with respect to certain aspects
of the development and offering of wireless products and services and the
presentation of the products and services to customers, to establish and operate
the Sprint PCS Network successfully by providing seamless, integrated voice and
data services, using wireless technology.

                                   AGREEMENT

     In consideration of the recitals and mutual covenants and agreements
contained in this agreement, the sufficiency of which are hereby acknowledged,
the parties, intending to be bound, agree as follows:

                                  1. MANAGER

     1.1       Hiring of Manager. Sprint PCS hires Manager:

                                       2
<PAGE>

          (a)  to construct and manage the Service Area Network in compliance
with the License and in accordance with the terms of this agreement;

          (b)  to distribute continuously during the Term the Sprint PCS
Products and Services and to establish distribution channels in the Service
Area;

          (c)  to conduct continually during the Term advertising and promotion
activities in the Service Area (including mutual decisions to "go dark", with
respect to advertising and promotion activities, for reasonable periods of
time); and

          (d)  to manage that portion of the customer base of Sprint PCS that
has the NPA-NXXs assigned to the Service Area Network.

     Sprint PCS has the right to unfettered access to the Service Area Network
to be constructed by Manager under this agreement.  The fee to be paid to
Manager by Sprint PCS under Section 10 is for all obligations of Manager under
this agreement.

     1.2  Program Requirements.  Manager must adhere to the Program Requirements
established by Sprint PCS and as modified from time to time, to ensure uniform
and consistent operation of all wireless systems within the Sprint PCS Network
and to present the Sprint PCS Products and Services to customers in a uniform
and consistent manner under the Brands.

     1.3  Vendor Purchase Agreements.  Manager may participate in discounted
volume-based pricing on wireless-related products and services and in the
warranties Sprint PCS receives from its vendors, as is commercially reasonable
and to the extent permitted by applicable procurement agreements (e.g.,
agreements related to network infrastructure equipment, subscriber equipment,
interconnection, and collocation).  Sprint PCS will use commercially reasonable
efforts to obtain for managers the same price Sprint PCS receives from vendors;
this does not prohibit Sprint PCS from entering into procurement agreements that
do not provide managers with the Sprint PCS prices.

     Manager must purchase subscriber and infrastructure equipment from a Sprint
PCS approved list of products, which will include a selection from a variety of
manufacturers. Where required, the products must include proprietary software
developed by the manufacturers for Sprint PCS or by Sprint PCS to allow seamless
interoperability in the Sprint PCS Network. Sprint PCS or the vendor may require
Manager to execute a separate license agreement for the software prior to
Manager's use of the software.

     Manager may only make purchases under this Section 1.3 for items to be used
exclusively in the Service Area (e.g., Manager may not purchase base stations
under a Sprint PCS contract for use in a system not affiliated with Sprint PCS).

                                       3
<PAGE>

     1.4  Interconnection.  If Manager desires to interconnect a portion of the
Service Area Network with another carrier and Sprint PCS can interconnect with
that carrier at a lower rate, then to the extent permitted by applicable laws,
tariffs and contracts, Sprint PCS may arrange for the interconnection under its
agreements with the carrier and if it does so, Sprint PCS will bill the
interconnection fees to Manager.

     1.5  Seamlessness.  Manager will design and operate its systems, platforms,
products and services in the Service Area and the Service Area Network so as to
seamlessly interface them into the Sprint PCS Network.

     1.6  Forecasting.  Manager and Sprint PCS will work cooperatively to
generate mutually acceptable forecasts of important business metrics including
traffic volumes, handset sales, subscribers and Collected Revenues for the
Sprint PCS Products and Services.  The forecasts are for planning purposes only
and do not constitute Manager's obligation to meet the quantities forecast.

     1.7  Financing.  The construction and operation of the Service Area Network
requires a substantial financial commitment by Manager.  The manner in which
Manager will finance the build-out of the Service Area Network and provide the
necessary working capital to operate the business is described in detail on
Exhibit 1.7.  Manager will allow Sprint PCS an opportunity to review before
-----------
filing any registration statement or prospectus or any amendment or supplement
thereto before distributing any offering memorandum or amendment or supplement
thereto, and agrees not to file or distribute any such document if Sprint PCS
reasonably objects in writing on a timely basis to any portion of the document
that refers to Sprint PCS, its Related Parties, their respective businesses,
this agreement or the Services Agreement.

     1.8  Ethical Conduct and Related Covenants.  Each party must perform its
obligations under this agreement in a diligent, legal, ethical, and professional
manner.

                            2. BUILD-OUT OF NETWORK

     2.1  Build-out Plan.  Manager will build-out the Service Area Network in
the Service Area in accordance with a Build-out Plan.  Sprint PCS and Manager
will jointly develop each Build-out Plan, except the initial Build-out Plan and
any modifications, additions or expansions of the Build-out Plan will be subject
to prior written approval by Sprint PCS.  Manager will report to Sprint PCS its
performance regarding the critical milestones included in the Build-out Plan on
a periodic basis as mutually agreed to by the parties, but no less frequently
than quarterly.  The Build-out Plan and the Service Area Network as built must
comply with Sprint PCS Program Requirements and federal and local regulatory
requirements.

                                       4
<PAGE>

     Sprint PCS approves the Build-out Plan in effect as of the date of this
agreement, which Build-out Plan is attached as Exhibit 2.1.  Each new or amended
                                               -----------
Build-out Plan will also become part of Exhibit 2.1.
                                        -----------

     2.2  Compliance with Regulatory Rules.  During the build-out of the Service
Area Network, Sprint PCS authorizes Manager to make all filings with regulatory
authorities regarding the build-out, including filings with the Federal Aviation
Administration, environmental authorities, and historical districts.  Manager
may further delegate its duty under this Section 2.2 to a qualified site
acquisition company.  Manager must ensure that a copy of every filing is given
to Sprint PCS.  Manager must ensure that Sprint PCS is notified in writing of
any contact by a regulatory agency including the FCC with Manager or Manager's
site acquisition company regarding any filing.  Sprint PCS has the right to
direct any proceeding, inquiry, dispute, appeal or other activity with a
regulatory or judicial authority regarding any filing made on behalf of Sprint
PCS.  Manager will amend, modify, withdraw, refile and otherwise change any
filing as Sprint PCS requires.  Notwithstanding the preceding sentences in this
Section 2.2, and in conjunction with Section 16, Sprint PCS is solely
responsible for making any and all filings with the FCC regarding the build-out.
Manager will notify Sprint PCS of any activity, event or condition related to
the build-out that might require an FCC filing.

     2.3  Exclusivity of Service Area.  Manager will be the only person or
entity that is a manager or operator for Sprint PCS with respect to the Service
Area and neither Sprint PCS nor any of its Related Parties will own, operate,
build or manage another wireless mobility communications network in the Service
Area so long as this agreement remains in full force and effect and there is no
Event of Termination that has occurred giving Sprint PCS the right to terminate
this agreement, except that:

          (a)  Sprint PCS may cause Sprint PCS Products and Services to be sold
in the Service Area through the Sprint PCS National Accounts Program
Requirements and Sprint PCS National or Regional Distribution Program
Requirements;

          (b)  A reseller of Sprint PCS Products and Services may sell its
products and services in the Service Area so long as such resale is not contrary
to the terms and conditions of this agreement; and

          (c)  Sprint PCS and its Related Parties may engage in the activities
described in Sections 2.4(a) and 2.4(b) with Manager in the geographic areas
within the Service Area in which Sprint PCS or any of its Related Parties owns
an incumbent local exchange carrier as of the date of this agreement.

     2.4  Restriction.  In geographic areas within the Service Area in which
Sprint PCS or any of its Related Parties owns an incumbent local exchange
carrier as of the date of this

                                       5
<PAGE>

agreement, Manager must not offer any Sprint PCS Products or Services
specifically designed for the competitive local exchange market ("fixed wireless
local loop"), except that:

          (a)  Manager may designate the local exchange carrier that is a
Related Party of Sprint PCS to be the exclusive distributor of the fixed
wireless local loop product in the territory served by the local exchange
carrier, even if a portion of its territory is within the Service Area; or

          (b)  Manager may sell the fixed wireless local loop product under the
terms and conditions specified by Sprint PCS (e.g., including designation by
Sprint PCS of an exclusive distribution agent for the territory).

This restriction exists with respect to a particular geographic area only so
long as Sprint PCS or its Related Party owns such incumbent local exchange
carrier.

     Nothing in this Section 2.4 prohibits Manager from offering Sprint PCS
Products and Services primarily designed for mobile functionality.  The
restricted markets as of the date of this agreement are set forth on
Exhibit 2.4.
-----------

     2.5  Coverage Enhancement.  Sprint PCS and Manager agree that maintaining a
high standard of customer satisfaction regarding network capacity and footprint
is a required element of the manager and affiliate programs.  Sprint PCS intends
to expand network coverage to build all cells that cover at least 5,000 pops and
all interstate and major highways in the areas not operated by Manager or Other
Managers.  Accordingly, Manager agrees to build-out New Coverage when directed
by Sprint PCS as set forth in this Section 2.5.  Sprint PCS agrees not to
require any New Coverage build-out during the first two years of this Agreement,
nor any New Coverage that exceeds the capacity and footprint parameters that
Sprint PCS has adopted for all of its comparable markets.

          Sprint PCS will give to Manager a written notice of any New Coverage
within the Service Area that Sprint PCS decides should be built-out.  Such
notice will include an analysis completed by Sprint PCS demonstrating that such
required build-out should be economically advantageous to Manager.  Such
analysis will be generated in good faith and will be based on then-currently
available information, however Sprint PCS makes no warranties or representations
regarding the accuracy of, nor will Sprint PCS be bound by, or guarantee the
accuracy of, such analysis.  Manager must confirm to Sprint PCS within 90 days
after receipt of the notice that Manager will build-out the New Coverage and
deliver to Sprint PCS with such confirmation Manager's proposed amendment to the
Build-out Plan and a description of the manner and timing in which it will
finance such build-out.

          If Manager confirms, within such 90-day period, its intention to
build-out the New Coverage, then Manager and Sprint PCS will diligently finalize
an amendment to the Build-out Plan and proceed as set forth in Sections 2.1 and
2.2.  The amended Build-out Plan

                                       6
<PAGE>

will contain critical milestones that provide Manager a commercially reasonable
period in which to construct and implement the New Coverage. In determining what
constitutes a "commercially reasonable period" as used in this paragraph, the
parties will consider several factors, including local zoning processes and
other legal requirements, weather conditions, equipment delivery schedules, the
need to arrange additional financing, and other construction already in progress
by Manager. Manager will construct and operate the New Coverage in accordance
with the terms of this Agreement, and the New Coverage will be included in the
Service Area Network for purposes of this agreement.

          If Manager fails to confirm, within such 90-day period, its intention
to build-out the New Coverage, declines to complete such build-out, or fails to
complete such build-out in accordance with the amended Build-out Plan, then an
Event of Termination will be deemed to have occurred under Section 11.3.3,
Manager will not have a right to cure such breach, and Sprint PCS may exercise
its rights and remedies under Section 11.2.2.1.

          Notwithstanding the preceding paragraphs in this Section 2.5, the
capacity and footprint parameters contained in the amended Build-out Plan will
not be required to exceed the parameters adopted by Sprint PCS in building out
all of its comparable service areas, unless such build-out relates to an
obligation regarding the Service Area Network mandated by law.  When necessary
for reasons related to new technical standards, new equipment or strategic
reasons, Sprint PCS can require Manager to build-out the New Coverage
concurrently with Sprint PCS' build-out, in which case Sprint PCS will reimburse
Manager for its costs and expenses if Sprint PCS discontinues its related build-
out.

          If Sprint PCS requires build-out of New Coverage that will:

          (a)  cause the Manager to spend an additional amount greater than 5%
of Manager's shareholder's equity or capital account plus Manager's long-term
debt (i.e., notes that mature more than one year from the date issued), as
reflected on Manager's books; or

          (b)  cause the long-term operating expenses of Manager on a per unit
basis using a 10-year time frame to increase by more than 10% on a net present
value basis,

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the required New Coverage.

          The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding the New
Coverage.  If after the review and decision by the Vice President or designee,
Manager is still dissatisfied, then Manager may ask that the Chief Officer to
whom the Vice President or designee reports review the matter.  If Sprint PCS
still requires Manager to complete the New Coverage following the Chief
Officer's review, then if Manager and Sprint PCS fail to agree to an amended
Build-out Plan within 15

                                       7
<PAGE>

days after completion of the reconsideration process described above in this
paragraph or the end of the 90-day period described in the second paragraph of
this Section 2.5, whichever occurs first, then an Event of Termination will be
deemed to have occurred under Section 11.3.3, Manager will not have a right to
cure such breach, and Sprint PCS may exercise its rights and remedies under
Section 11.2.2.1.

     2.6  Purchase of Assets by Manager.  If Sprint PCS has assets located in
the Service Area that Manager could reasonably use in its construction of the
Service Area Network and if Sprint PCS is willing to sell such assets, then
Manager agrees to purchase from Sprint PCS and Sprint PCS agrees to sell to
Manager the assets in accordance with the terms and conditions of the asset
purchase agreement attached as Exhibit 2.6.
                               -----------

     2.7  Microwave Relocation.  Sprint PCS will relocate interfering microwave
sources in the spectrum in the Service Area to the extent necessary to permit
the Service Area Network to carry the anticipated call volume as set out in the
Build-out Plan.  If the spectrum cleared is not sufficient to carry the actual
call volume then Sprint PCS will clear additional spectrum of its choosing to
accommodate the call volume.  Sprint PCS may choose to clear spectrum one
carrier at a time.  The parties will share equally all costs associated with
clearing spectrum under this Section 2.7.

     2.8  Determination of pops.  If any provision in this agreement requires
the determination of pops in a given area, then the pops will be determined
using the census block group pop forecast then used by Sprint PCS, except that a
different forecast will be used for any FCC filing and in preparing the Build-
out Plan if required by the FCC.  Sprint PCS presently uses the forecast of
Equifax/NDS, but it may choose in its sole discretion to use another service
that provides comparable data.

                    3. PRODUCTS AND SERVICES; IXC SERVICES

     3.1  Sprint PCS Products and Services.  Manager must offer for sale,
promote and support all Sprint PCS Products and Services within the Service
Area, unless the parties otherwise agree in advance in writing.  Within the
Service Area, Manager may only sell, promote and support wireless products and
services that are Sprint PCS Products and Services or are other products and
services authorized under Section 3.2.  The Sprint PCS Products and Services as
of the date of this agreement are attached as Exhibit 3.1. Sprint PCS may modify
                                              -----------
the Sprint PCS Products and Services from time to time in its sole discretion by
delivering to Manager a new Exhibit 3.1. If Sprint PCS begins offering
                            -----------
nationally a Sprint PCS Product or Service that is a Manager's Product or
Service, such Manager's Product or Service will become a Sprint PCS Product or
Service under this agreement.

     3.2  Other Products and Services.  Manager may offer wireless products and
services that are not Sprint PCS Products and Services, on the terms Manager
determines, if the offer of the additional products and services:

                                       8
<PAGE>

          (a)  does not violate the obligations of Manager under this agreement;

          (b)  does not cause distribution channel conflict with or consumer
confusion regarding Sprint PCS' regional and national offerings of Sprint PCS
Products and Services;

          (c)  complies with the Trademark License Agreements; and

          (d)  does not materially impede the development of the Sprint PCS
Network.

     Manager will not offer any products or services under this Section 3.2 that
are confusingly similar to Sprint PCS Products and Services.  Manager must
request that Sprint PCS determine whether Sprint PCS considers a product or
service to be confusingly similar to any Sprint PCS Products and Services by
providing advance written notice to Sprint PCS that describes those products and
services that could be interpreted to be confusingly similar to Sprint PCS
Products and Services.  If Sprint PCS fails to provide a response to Manager
within 30 days after receiving the notice, then the products and services are
deemed to create confusion with the Sprint PCS Products and Services and the
request therefore rejected.  In rejecting any request Sprint PCS must provide
the reasons for the rejection.  If the rejection is based on Sprint PCS' failure
to respond within 30 days and Manager requests an explanation for the deemed
rejection, then Sprint PCS must provide within 30 days the reasons for the
rejection.

     3.3  Cross-selling with Sprint.  Manager and Sprint and Sprint's Related
Parties may enter into arrangements to sell Sprint's services, including long
distance service (except those long distance services governed by Section 3.4),
Internet access, customer premise equipment, prepaid phone cards, and any other
services that Sprint or its Related Parties make available from time to time.
Sprint's services may be packaged with the Sprint PCS Products and Services.

     If Manager chooses to resell the long distance services, Internet access or
competitive local telephone services including prepaid phone cards, of third
parties (other than Manager's Related Parties), Manager will give Sprint the
right of last offer to provide those services on the same terms and conditions
as the offer to which Manager is prepared to agree, subject to the terms of any
existing agreements Manager was subject to prior to execution of this agreement.

     If Sprint sells Sprint PCS Products and Services in the Service Area,
Manager will provide such Sprint PCS Products and Services to such customers in
accordance with the terms and conditions of the Sprint PCS National or Regional
Distribution Program Requirements.

     3.4  IXC Services.  Manager must purchase from Sprint long distance
telephony services for the Sprint PCS Products and Services at wholesale rates.
Long distance telephone

                                       9
<PAGE>

calls are those calls between the local calling area for the Service Area
Network and areas outside the local calling area. The local calling area will be
defined by mutual agreement of Sprint PCS and Manager. If the parties cannot
agree on the extent of the local calling area they will resolve the matter
through the dispute resolution process in Section 14. Any arrangement must have
terms at least as favorable to Manager (in all material respects) as those
offered by Sprint to any wholesale customer of Sprint in comparable
circumstances (taking into consideration volume, traffic patterns, etc.). If
Manager is bound by an agreement for these services and the agreement was not
made in anticipation of this agreement, then the requirements of this Section
3.4 do not apply during the term of the other agreement. If the other agreement
terminates for any reason then the requirements of this Section 3.4 do apply.

     3.5  Resale of Products and Services

          3.5.1     Mandatory Resale of Products and Services. Sprint PCS is
subject to FCC rules that require it to allow its service plans to be resold by
a purchaser of the service plan. Sprint PCS will not grant the purchaser of a
service plan the right to use any of the support services offered by Sprint PCS,
including customer care, billing, collection, and advertising, nor the right to
use the Brands. The reseller only has the right to use the service purchased.
Consequently, Manager agrees not to interfere with any purchaser of the Sprint
PCS Products or Services who resells the service plans in accordance with this
agreement and applicable law. Manager will notify purchaser that the purchaser
does not have a right to use the Brands or Sprint PCS' support services. In
addition, Manager will notify Sprint PCS if it reasonably believes a reseller of
retail service plans is using the support services or Brands.

          3.5.2     Voluntary Resale of Products and Services. Sprint PCS may
choose to offer a resale product under which resellers will resell Sprint PCS
Products and Services under brand names other than the Brands, except Sprint PCS
may permit the resellers to use the Brands for limited purposes related to the
resale of Sprint PCS Products and Services (e.g., to notify people that the
handsets of the resellers will operate on the Sprint PCS Network). The resellers
may also provide their own support services (e.g., customer care and billing) or
may purchase the support services from Sprint PCS.

     If Sprint PCS chooses to offer a voluntary resale product, it will adopt a
program that will be a Program Requirement under this agreement and that
addresses the manner in which Manager and Other Managers interact with the
resellers.  Manager must agree to comply with the terms of the program,
including its pricing provisions, if Manager wants handsets of subscribers of
resellers with NPA-NXXs of Manager to be activated.  Usage of telecommunications
services while in the Service Area by subscribers of resellers with NPA-NXXs
from outside the Service Area will be subject to the pricing provisions of the
Sprint PCS Roaming and Inter Service Area Program for roaming and inter service
area pricing between Manager and Sprint PCS unless Manager agrees in writing to
different pricing.

                                      10
<PAGE>

     Except as required under the regulations and rules concerning mandatory
resale, Manager may not sell Sprint PCS Products and Services for resale unless
Sprint PCS consents to such sales in advance in writing.

     3.6  Non-competition.  Neither Manager nor any of its Related Parties may
offer Sprint PCS Products and Services outside of the Service Area without the
prior written approval of Sprint PCS.

     Within the Service Area, Manager and Manager's Related Parties may offer,
market or promote telecommunications products or services only under the
following brands:

          (a)  products or services with the Brands;

          (b)  other products and services approved under Section 3.2;

          (c)  products or services with Manager's brand; or

          (d)  products or services with the brands of Manager's Related
               Parties,

except no brand of a significant competitor of Sprint PCS or its Related Parties
in the telecommunications business may be used by Manager or Manager's Related
Parties on these products and services.

     If Manager or any of its Related Parties has licenses to provide broadband
personal communication services outside the Service Area, neither Manager nor
such Related Party may utilize the spectrum to offer Sprint PCS Products and
Services without prior written consent from Sprint PCS.  Additionally, when
Manager's customers from inside the Service Area travel or roam to other
geographic areas, Manager will route the customers' calls, both incoming and
outgoing, according to the Sprint PCS Network Roaming and Inter Service Area
Program Requirements, without regard to any wireless networks operated by
Manager or its Related Parties.  For example, Manager will program the preferred
roaming list for handsets sold in the Service Area to match the Sprint PCS
preferred roaming list.

     3.7  Right of Last Offer.  Manager will offer to Sprint the right to make
to Manager the last offer to provide backhaul and transport services for call
transport for the Service Area Network, if Manager decides to use third parties
for backhaul and transport services rather than self-provisioning the services
or purchasing the services from Related Parties of Manager.  Sprint will have a
reasonable time to respond to Manager's request for last offer to provide
backhaul and transport pricing and services, which will be no greater than 5
Business Days after receipt of the request for the services and pricing from
Manager.

     If Manager has an agreement in effect as of the date of this agreement for
these services and the agreement was not made in anticipation of this agreement,
then the requirements of this

                                      11
<PAGE>

Section 3.7 do not apply during the term of the other agreement. If the other
agreement terminates for any reason then the requirements of this Section 3.7 do
apply.

                       4. MARKETING AND SALES ACTIVITIES

     4.1  Sprint PCS National or Regional Distribution Program Requirements.
During the term of this agreement, Manager must participate in any Sprint PCS
National or Regional Distribution Program (as in effect from time to time), and
will pay or receive compensation for its participation in accordance with the
terms and conditions of that program.  The Sprint PCS National or Regional
Distribution Program Requirements in effect as of the date of this agreement are
attached as Exhibit 4.1.
            -----------

          4.1.1     Territorial Limitations on Manager's Distribution
Activities. Neither Manager nor any of its Related Parties will market, sell or
distribute Sprint PCS Products and Services outside of the Service Area, except:

          (a)       as otherwise agreed upon by the parties in advance in
writing; or

          (b)       Manager may place advertising in media that has distribution
outside of the Service Area, so long as that advertising is intended by Manager
to reach primarily potential customers within the Service Area.

          4.1.2     Settlement of Equipment Sales.  Sprint PCS will establish a
settlement policy and process that will be included in the Sprint PCS National
or Regional Distribution Program Requirements to:

          (a)       reconcile sales of subscriber equipment made in the service
areas of Sprint PCS or Other Managers of Sprint PCS, that result in activations
in the Service Area; and

          (b)       reconcile sales of subscriber equipment made in the Service
Area that result in activations in service areas of Sprint PCS or Other
Managers.

     In general, the policy will provide that the party in whose service area
the subscriber equipment is activated will be responsible for the payment of any
subsidy (i.e., the difference between the price paid to the manufacturer and the
suggested retail price for direct channels or the difference between the price
paid to the manufacturer and the wholesale price for third party retailers) and
for other costs associated with the sale, including logistics, inventory
carrying costs, direct channel commissions and other retailer compensation.

                                      12
<PAGE>

          4.1.3  Use of Third-Party Distributors.

          (a) Manager may request that Sprint PCS and a local distributor enter
into Sprint PCS' standard distribution agreement regarding the purchase from
Sprint PCS of handsets and accessories.  Sprint PCS will use commercially
reasonable efforts to reach agreement with the local distributor.  Sprint PCS
may refuse to enter into a distribution agreement with a distributor for any
reasonable reason, including that the distributor fails to pass Sprint PCS' then
current credit and background checks or the distributor fails to agree to the
standard terms of the Sprint PCS distribution agreement.  Any local distributor
will be subject to the terms of the Trademark License Agreements or their
equivalent. Manager will report to Sprint PCS the activities of any local
distributor that Manager believes to be in violation of the distribution
agreement.


          (b) Manager may establish direct local distribution programs in
accordance with the Sprint PCS National or Regional Distribution Program
Requirements, subject to the terms and conditions of the Trademark License
Agreements and the non-competition and other provisions contained in this
agreement.  If Manager sells Sprint PCS handsets and accessories directly to a
local distributor:

               (i) Sprint PCS has the right to approve or disapprove a
     particular distributor,

               (ii) Manager is responsible for such distributor's compliance
     with the terms of the Trademark License Agreements and the other provisions
     contained in this agreement, and

               (iii) Manager must retain the right to terminate the
     distribution rights of the local distributor when so instructed by Sprint
     PCS (even if Sprint PCS initially approved or did not exercise its right to
     review the distributor).

     4.2  Sprint PCS National Accounts Program Requirements.  During the term of
this agreement, Manager must participate in the Sprint PCS National Accounts
Program (as in effect from time to time), and will be entitled to compensation
for its participation and will be required to pay the expenses of the program in
accordance with the terms and conditions of that program. The Sprint PCS
National Accounts Program Requirements in effect as of the date of this
agreement are attached as Exhibit 4.2.
                          ------------

     4.3  Sprint PCS Roaming and Inter Service Area Program Requirements.
Manager will participate in the Sprint PCS Roaming and Inter Service Area
Program established and implemented by Sprint PCS, including roaming price plans
and inter-carrier settlements.  The Sprint PCS Roaming and Inter Service Area
Program Requirements in effect as of the date of this agreement are attached as
Exhibit 4.3.
-----------

                                      13
<PAGE>

     As part of the Sprint PCS Roaming and Inter Service Area Program
Requirements, Sprint PCS will establish a settlement policy and process to
equitably distribute between the members making up the Sprint PCS Network (i.e.,
Sprint PCS, Manager and all Other Managers) the revenues received by one member
for services used by its customers when they travel into other members' service
areas.

     4.4  Pricing.  Manager will offer and support all Sprint PCS pricing plans
designated for regional or national offerings of Sprint PCS Products and
Services (e.g., national inter service area rates, regional home rates, and
local price points).  The Sprint PCS pricing plans as of the date of this
agreement are attached as Exhibit 4.4.  Sprint PCS may modify the Sprint PCS
                          -----------
pricing plans from time to time in its sole discretion by delivering to Manager
a new Exhibit 4.4.
      -----------

     Additionally, with prior approval from Sprint PCS, which approval will not
be unreasonably withheld, Manager may establish price plans for Sprint PCS
Products and Services that are only offered in its local market, subject to:

          (a) the non-competition and other provisions contained in this
agreement;

          (b) consistency with regional and national pricing plans;

          (c)  regulatory requirements; and

          (d) capability and cost of implementing rate plans in Sprint PCS
systems (if used).

     Manager must provide advance written notice to Sprint PCS with details of
any pricing proposal for Sprint PCS Products or Services in the Service Area.
If Sprint PCS fails to respond to Manager within 10 Business Days after
receiving such notice, then the price proposed for those Sprint PCS Products or
Services is deemed approved.

     At the time Sprint PCS approves a pricing proposal submitted by Manager,
Sprint PCS will provide Manager an estimate of the costs and expenses and
applicable time frames required for Sprint PCS to implement the proposed pricing
plan.  Manager agrees to promptly reimburse Sprint PCS for any cost or expense
incurred by Sprint PCS to implement such a pricing plan, which will not exceed
the amount estimated by Sprint PCS if Manager waited for Sprint PCS' response to
Manager's proposal.

     4.5  Home Service Area.  Sprint PCS and Manager will agree to the initial
home service area for each base station in the Service Area Network prior to the
date the Service Area Network goes into commercial operation.  If the parties
cannot agree to the home service area for each base station in the Service Area
Network, then the parties will use the dispute

                                      14
<PAGE>

resolution process in Section 14 of this agreement to assign each base station
to a home service area.

                               5.  USE OF BRANDS

     5.1  Use of Brands.

          (a) Manager must enter into the Trademark License Agreements on or
before the date of this agreement.

          (b) Manager must use the Brands exclusively in the marketing,
promotion, advertisement, distribution, lease or sale of any Sprint PCS Products
and Services within the Service Area, except Manager may use other brands to the
extent permitted by the Trademark License Agreements and not inconsistent with
the terms of this agreement.

          (c) Neither Manager nor any of its Related Parties may market,
promote, advertise, distribute, lease or sell any of the Sprint PCS Products and
Services or Manager's Products and Services on a non-branded, "private label"
basis or under any brand, trademark, trade name or trade dress other than the
Brands, except (i) for sales to resellers required under this agreement, or (ii)
as permitted under the Trademark License Agreements.

          (d) The provisions of this Section 5.1 do not prohibit Manager from
including Sprint PCS Products and Services under the Brands within the Service
Area as part of a package with its other products and services that bear a
different brand or trademark.  The provisions of this Section 5.1 do not apply
to the extent that they are inconsistent with applicable law or in conflict with
the Trademark License Agreements.

     5.2  Conformance to Marketing Communications Guidelines.  Manager must
conform to the Marketing Communications Guidelines in connection with the
marketing, promotion, advertisement, distribution, lease and sale of any of the
Sprint PCS Products and Services.  The Marketing Communications Guidelines in
effect as of the date of this agreement are attached as Exhibit 5.2.  Sprint and
                                                        -----------
Sprint Spectrum may amend the Marketing Communications Guidelines from time to
time in accordance with the terms of the Trademark License Agreements.

     5.3  Joint Marketing With Third Parties.

          (a) Manager may engage in various joint marketing activities (e.g.,
promotions with sports teams and entertainment providers or tournament
sponsorships) with third parties in the Service Area from time to time during
the term of this agreement with respect to the Sprint PCS Products and Services,
except that Manager may engage in the joint marketing activities only if the
joint marketing activities:

                                      15
<PAGE>

               (i) are conducted in accordance with the terms and conditions of
     the Trademark License Agreements and the Marketing Communications
     Guidelines;

               (ii) do not violate the terms of this agreement;

               (ii) are not likely (as determined by Sprint PCS, in its sole
     discretion) to cause confusion between the Brands and any other trademark
     or service mark used in connection with the activities;

               (iv) are not likely (as determined by Sprint, in its sole
     discretion) to cause confusion between the Sprint Brands and any other
     trademark or service mark used in connection with the activities; and

               (v) are not likely (as determined by Sprint PCS, in its sole
     discretion) to give rise to the perception that the Sprint PCS Products and
     Services are being advertised, marketed or promoted under any trademark or
     service mark other than the Brands, except as provided in the Trademark
     License Agreements.  Manager will not engage in any activity that includes
     co-branding involving use of the Brands (that is, the marketing, promotion,
     advertisement, distribution, lease or sale of any of the Sprint PCS
     Products and Services under the Brands and any other trademark or service
     mark), except as provided in the Trademark License Agreements.

          (b) Manager must provide advance written notice to Sprint PCS
describing any joint marketing activities that may:

               (i) cause confusion between the Brands and any other trademark or
     service mark used in connection with the proposed activities; or

               (ii) give rise to the perception that the Sprint PCS Products and
     Services are being advertised, marketed or promoted under any trademark or
     service mark other than the Brands, except as provided in the Trademark
     License Agreements.

          (c) If Sprint PCS fails to provide a response to Manager within 20
days after receiving such notice, then the proposed activities are deemed, as
the case may be:

               (i) not to create confusion between the Brands and any other
     trademark or service mark; or

               (ii) not to give rise to the perception that Manager's products
     and services are being advertised, marketed or promoted under any trademark
     or service mark other than the Brands, except as provided in the Trademark
     License Agreements.

                                      16
<PAGE>

     5.4  Prior Approval of Use of Brands.  Manager must obtain advance written
approval from Sprint for use of the Sprint Brands to the extent required by the
Sprint Trademark and Service Mark License Agreement and from Sprint PCS for use
of the Sprint PCS Brands to the extent required by the Sprint Spectrum Trademark
and Service Mark License Agreement.  Sprint PCS will use commercially reasonable
efforts to facilitate any review of Manager's use of the Brands, if Sprint PCS
is included in the review process.

     5.5  Duration of Use of Brand.  Manager is entitled to use the Brands only
during the term of the Trademark License Agreements and any transition period
during which Manager is authorized to use the Brands following the termination
of the Trademark License Agreements.

                         6.  ADVERTISING AND PROMOTION

     6.1  National Advertising and Promotion.  Sprint PCS is responsible for (a)
all national advertising and promotion of the Sprint PCS Products and Services,
including the costs and expenses related to national advertising and promotions,
and (b) all advertising and promotion of the Sprint PCS Products and Services in
the markets where Sprint PCS operates without the use of an Other Manager.

     6.2  In-Territory Advertising and Promotion.  Manager must advertise and
promote the Sprint PCS Products and Services in the Service Area (and may do so
in the areas adjacent to the Service Area so long as Manager intends that such
advertising or promotion primarily reach potential customers within the Service
Area).  Manager must advertise and promote the Sprint PCS Products and Services
in accordance with the terms and conditions of this agreement, the Trademark
License Agreements and the Marketing Communication Guidelines.  Manager is
responsible for the costs and expenses incurred by Manager with respect to
Manager's advertising and promotion activities in the Service Area.

     Manager will be responsible for a portion of the cost of any promotion or
advertising done by third party retailers in the Service Area (e.g., Best Buy)
in accordance with any cooperative advertising arrangements based on per unit
handset sales.

     Sprint PCS has the right to use in any promotion or advertising done by
Sprint PCS any promotion or advertising materials developed by Manager from time
to time with respect to the Sprint PCS Products and Services.  Sprint PCS will
reimburse Manager for the reproduction costs related to such use.

     Sprint PCS will make available to Manager the promotion or advertising
materials developed by Sprint PCS from time to time with respect to Sprint PCS
Products and Services in current use by Sprint PCS (e.g., radio ads, television
ads, design of print ads, design of point of sale materials, retail store
concepts and designs, design of collateral).  Manager will

                                      17
<PAGE>

bear the cost of using such materials (e.g., cost of local radio and television
ad placements, cost of printing collateral in quantity, and building out and
finishing retail stores).

     6.3  Review of Advertising and Promotion Campaigns.  Sprint PCS and Manager
will jointly review the upcoming marketing and promotion campaigns of Manager
with respect to Sprint PCS Products and Services (including advertising and
promotion expense budgets) and will use good faith efforts to coordinate
Manager's campaign with Sprint PCS' campaign to maximize the market results of
both parties.  Sprint PCS and Manager may engage in cooperative advertising or
promotional activities during the term of this agreement as the parties may
agree in writing.

     6.4  Public Relations.  If Manager conducts local public relations efforts,
then Manager must conduct the local public relations efforts consistent with the
Sprint PCS Communications Policies.  The Sprint PCS Communications Policies as
of the date of this agreement are attached as Exhibit 6.4.  Sprint PCS may
                                              -----------
modify the Sprint PCS Communications Policies from time to time by delivering to
Manager a new Exhibit 6.4.
              -----------

                 7.  SPRINT PCS TECHNICAL PROGRAM REQUIREMENTS

     7.1  Conformance to Sprint PCS Technical Program Requirements.

          (a) Manager must meet or exceed the Sprint PCS Technical Program
Requirements established by Sprint PCS from time to time for the Sprint PCS
Network. Manager will be deemed to meet the Sprint PCS Technical Program
Requirements if:

               (i) Manager operates the Service Area Network at a level equal to
     or better than the lower of the Operational Level of Sprint PCS or the
     operational level contemplated by the Sprint PCS Technical Program
     Requirements; or

               (ii) Sprint PCS is responsible under the Services Agreement to
     ensure the Service Area Network complies with the Sprint PCS Technical
     Program Requirements.

          (b) Manager must demonstrate to Sprint PCS that Manager has complied
with the Sprint PCS Technical Program Requirements prior to connecting the
Service Area Network to the rest of the Sprint PCS Network.  Once the Service
Area Network is connected to the Sprint PCS Network, Manager must continue to
comply with the Sprint PCS Technical Program Requirements.    Sprint PCS agrees
that the Sprint PCS Technical Program Requirements adopted for Manager will be
the same Sprint PCS Technical Program Requirements applied by Sprint PCS to the
Sprint PCS Network.

     7.2  Establishment of Sprint PCS Technical Program Requirements.  Sprint
PCS has delivered to Manager a copy of the current Sprint PCS Technical Program
Requirements,

                                      18
<PAGE>

attached as Exhibit 7.2. Sprint PCS drafted the Sprint PCS Technical Program
            -----------
Requirements to ensure a minimum, base-line level of quality for the Sprint PCS
Network. The Sprint PCS Technical Program Requirements include standards
relating to voice quality, interoperability, consistency (seamlessness) of
coverage, RF design parameters, system design, capacity, and call blocking
ratio. Sprint PCS has selected code division multiple access as the initial air
interface technology for the Sprint PCS Network (subject to change in accordance
with Section 9.1).

     7.3  Handoff to Adjacent Networks.  If technically feasible and
commercially reasonable, Manager will operate the Service Area Network in a
manner that permits a seamless handoff of a call initiated on the Service Area
Network to any adjacent PCS network that is part of the Sprint PCS Network, as
specified in the Sprint PCS Technical Program Requirements. Sprint PCS agrees
that the terms and conditions for seamless handoffs adopted for the Service Area
Network will be the same as the terms Sprint PCS applies to the other parts of
the Sprint PCS Network for similar configurations of equipment.

             8.  SPRINT PCS CUSTOMER SERVICE PROGRAM REQUIREMENTS

     8.1   Compliance With Sprint PCS Customer Service Program Requirements.
Manager must comply with the Sprint PCS Customer Service Program Requirements in
providing the Sprint PCS Products and Services to any customer of Manager,
Sprint PCS or any Sprint PCS Related Party.  Manager will be deemed to meet the
standards if:

          (a) Manager operates the Service Area Network at a level equal to or
better than the lower of the Operational Level of Sprint PCS or the operational
level contemplated by the Program Requirements; or

          (b) Manager has delegated to Sprint PCS under the Services Agreement
responsibility to ensure the Service Area Network complies with the Sprint PCS
Customer Service Standards.

     Sprint PCS has delivered to Manager a copy of the Sprint PCS Customer
Service Standards, which are attached as Exhibit 8.1.
                                         -----------


                      9.  SPRINT PCS PROGRAM REQUIREMENTS

     9.1  Program Requirements Generally.  This agreement contains numerous
references to Sprint PCS National and Regional Distribution Program
Requirements, Sprint PCS National Accounts Program Requirements, Sprint PCS
Roaming and Inter Service Area Program Requirements, Sprint PCS Technical
Program Requirements and Sprint PCS Customer Service Program Requirements.  This
agreement also provides under Section 3.5.2 for the offering by Sprint PCS of a
voluntary resale product through a program, which

                                      19
<PAGE>

program, if adopted, will be a Program Requirement under this agreement. Sprint
PCS may unilaterally amend from time to time in the manner described in Section
9.2 all Program Requirements mentioned in this agreement. The most current
version of the Program Requirements mentioned in the first sentence of this
Section 9.1 have been provided to Manager. Manager has reviewed the Program
Requirements and adopts them for application in the Service Area.

     9.2  Amendments to Program Requirements.  Sprint PCS may amend any of the
Program Requirements, subject to the following conditions:

          (a) The applicable Program Requirements, as amended, will apply
equally to Manager, Sprint PCS and each Other Manager, except if Manager and
Sprint PCS agree otherwise or if Sprint PCS grants a waiver to Manager.  Sprint
PCS may grant waivers to Other Managers without affecting Manager's obligation
to comply with the Program Requirements;

          (b) Each amendment will be reasonably required to fulfill the purposes
set forth in Section 1.2 with respect to uniform and consistent operations of
the Sprint PCS Network and the presentation of Sprint PCS Products and Services
to customers in a uniform and consistent manner;

          (c) Each amendment will otherwise be on terms and conditions that are
commercially reasonable with respect to the construction, operation and
management of the Sprint PCS Network.  With respect to any amendment to the
Program Requirements, Sprint PCS will provide for reasonable transition periods
and, where appropriate, may provide for grandfathering provisions for existing
activities by Manager that were permitted under the applicable Program
Requirements before the amendment;

          (d) Sprint PCS must give Manager reasonable, written notice of the
amendment, but in any event the notice will be given at least 30 days prior to
the effective date of the amendment; and

          (e) Manager must implement any changes in the Program Requirements
within a commercially reasonable period of time unless otherwise consented to by
Sprint PCS. Sprint PCS will determine what constitutes a commercially reasonable
period of time taking into consideration relevant business factors, including
the strategic significance of the changes to the Sprint PCS Network, the
relationship of the changes to the yearly marketing cycle, and the financial
demands on and capacity generally of Other Managers.  Notwithstanding the
preceding two sentences, Manager will not be required to implement any change in
the Service Area Network or the business of Manager required by an amendment to
a Program Requirement until Sprint PCS has implemented the required changes in
substantially all of that portion of the Sprint PCS Network that Sprint PCS
operates without the use of a manager or affiliate, unless the amendment to the
Program Requirement relates to an obligation regarding
                                      20
<PAGE>

the Service Area Network mandated by law. When necessary for reasons related to
new technical standards, new equipment or strategic reasons, Sprint PCS can
require Manager to implement the changes in the Service Area Network or
Manager's business concurrently with Sprint PCS, in which case Sprint PCS will
reimburse Manager for its costs and expenses if Sprint PCS discontinues the
Program Requirement changes prior to implementation.

     Sprint PCS may grant Manager appropriate waivers and variances from the
requirements of any Program Requirements.  Sprint PCS has the right to adopt any
Program Requirements that implement any obligation regarding the Service Area
Network mandated by law.

     Any costs and expenses incurred by Manager in connection with conforming to
any change to the Program Requirements during the term of this agreement are the
responsibility of Manager.

     9.3  Manager's Right to Request Review of Changes.  If Sprint PCS announces
a change to a Program Requirement that will:

          (a) cause the Manager to spend an additional amount greater than 5% of
Manager's shareholder's equity or capital account plus Manager's long-term debt
(i.e., notes that mature more than one year from the date issued), as reflected
on Manager's books; or

          (b) cause the long term operating expenses of Manager on a per unit
basis using a 10-year time frame to increase by more than 10% on a net present
value basis,

then Manager may give Sprint PCS a written notice requesting Sprint PCS to
reconsider the change.

     The Sprint PCS Vice President or the designee of the Sprint PCS Chief
Officer in charge of the group that manages the Sprint PCS relationship with
Manager will review Manager's request and render a decision regarding the
change.  If after the review and decision by the Vice President or designee,
Manager is still dissatisfied, then Manager may ask that the Chief Officer to
whom the Vice President or designee reports review the matter.  If Sprint PCS
still requires Manager to implement the change to the Program Requirement
following the Chief Officer's review, then upon Manager's failure to implement
the change an Event of Termination will be deemed to have occurred under Section
11.3.3, Manager will not have a right to cure such breach, and Sprint PCS may
exercise its rights and remedies under Section 11.6.

     9.4  Sprint PCS' Right to Implement Changes.  If Manager requests Sprint
PCS to reconsider a change to a Program Requirement as permitted under Section
9.3 and Sprint PCS decides it will not require Manager to make the change,
Sprint PCS may, but is not required to, implement the change at Sprint PCS'
expense, in which event Manager will be required to

                                      21
<PAGE>

operate the Service Area Network, as changed, but Sprint PCS will be entitled to
any revenue derived from the change.

     9.5  Rights of Inspection.  Sprint PCS and its authorized agents and
representatives may enter upon the premises of any office or facility operated
by or for Manager at any time, with reasonable advance notice to Manager if
possible, to inspect, monitor and test in a reasonable manner the Service Area
Network, including the facilities, equipment, books and records of Manager, to
ensure that Manager has complied or is in compliance with all covenants and
obligations of Manager under this agreement, including Manager's obligation to
conform to the Program Requirements.  The inspection, monitoring and testing may
not disrupt the operations of the office or facility, nor impede Manager's
access to the Service Area Network.

     9.6  Manager's Responsibility to Interface with Sprint PCS.  Manager will
use platforms fully capable of interfacing with the Sprint PCS platforms in
operating the Service Area Network and in providing Sprint PCS Products and
Services.  Manager will pay the expense of making its platforms fully capable of
interfacing with Sprint PCS, including paying for the following:

               (i)    connectivity;

               (ii)   any changes that Manager requests Sprint PCS to make to
     Sprint PCS systems to interconnect with Manager's systems that Sprint PCS,
     in its sole discretion, agrees to make;

               (iii)  equipment to run Manager's software;

               (iv)   license fees for Manager's software; and

               (v)    Manager's upgrades or changes to its platforms.

                                   10.  FEES

     10.1  Fees and Payments.

           10.1.1   Fee Based on Collected Revenues. Sprint PCS will pay to
Manager a weekly fee equal to 92% of Collected Revenues for the week for all
obligations of Manager under this Agreement. The fee will be due on Thursday of
the week following the week for which the fee is calculated.

                                      22
<PAGE>

           10.1.2   Payment of Universal Service Funds. Sprint PCS and Manager
will share any federal and state subsidy funds (e.g., payments by a state of
universal service fund subsidies to Sprint PCS or Manager), if any, received by
Sprint PCS or Manager for customers who reside in the portion of the Service
Area served by the Service Area Network. Manager is entitled to 92% of any
amount received by either party and Sprint PCS is entitled to 8% of such
amounts.

           10.1.3   Inter Service Area Fees.  Sprint PCS will pay to Manager
monthly a fee as set out in the Sprint PCS Roaming and Inter Service Area
Program, for each minute of use that a customer of Sprint PCS or one of the
Other Managers whose NPA-NXX is not assigned to the Service Area Network uses
the Service Area Network. Manager will pay to Sprint PCS a fee, as set out in
the Sprint PCS Roaming and Inter Service Area Program, for each minute of use
that a customer whose NPA-NXX is assigned to the Service Area Network uses a
portion of the Sprint PCS Network other than the Service Area Network. Manager
acknowledges that the manner in which the NPA-NXX is utilized could change,
which will require a modification in the manner in which the inter service area
fees, if any, will be calculated.

           10.1.4   Interconnect Fees.  Manager will pay to Sprint PCS (or to
other carriers as appropriate) monthly the interconnect fees, if any, as
provided under Section 1.4.

           10.1.5   Outbound Roaming Fees.    If not otherwise provided under
any Program Requirement:

           (a) Sprint PCS will pay to Manager monthly the amount of Outbound
Roaming fees that Sprint PCS collects for the month from end users whose NPA-NXX
is assigned to the Service Area; and

           (b) Manager will pay to Sprint PCS (or to a clearinghouse or other
carrier as appropriate) the direct cost of providing the capability for the
Outbound Roaming, including any amounts payable to the carrier that handled the
roaming call and the clearinghouse operator.

           10.1.6   Reimbursements.    Manager will pay to or reimburse Sprint
PCS for any amounts that Sprint PCS is required to pay to a third party (e.g., a
telecommunications carrier) to the extent Sprint PCS already paid such amount to
Manager under this Section 10.

     10.2  Monthly True Up. Manager will report to Sprint PCS monthly the amount
of Collected Revenues received directly by the Manager (e.g., customer mails
payment to the business address of Manager rather than to the lockbox or a
customer pays a direct sales force representative in cash). Sprint PCS will on a
monthly basis true up the fees and payments due under Section 10.1 against the
actual payments made by Sprint PCS to Manager. Sprint PCS will provide to
Manager a true up report each month showing the true up and the net amount

                                      23
<PAGE>

due from one party to the other, if any. If the weekly payments made to Manager
exceed the actual fees and payments due to Manager, then Manager will remit the
amount of the overpayment to Sprint PCS within 5 Business Days after receiving
the true up report from Sprint PCS. If the weekly payments made to Manager are
less than the actual fees and payments due to Manager, then Sprint PCS will
remit the shortfall to Manager within 5 Business Days after sending the true up
report to Manager.

     If a party disputes any amount on the true up report, the disputing party
must give the other party written notice of the disputed amount and the reason
for the dispute within 90 days after it receives the true up report. The dispute
will be resolved through the dispute resolution process in Section 14. The
parties must continue to pay to the other party any undisputed amounts owed
under this agreement during the dispute resolution process. The dispute of an
item does not stay or diminish a party's other rights and remedies under this
agreement.

     10.3  Taxes.  Manager will pay or reimburse Sprint PCS for any sales, use,
gross receipts or similar tax, administrative fee, telecommunications fee or
surcharge for taxes or fees levied by a governmental authority on the fees and
charges payable by Sprint PCS to Manager.

     Manager will report all taxable property to the appropriate taxing
authority for ad valorem tax purposes.  Manager will pay as and when due all
taxes, assessments, liens, encumbrances, levies, and other charges against the
real estate and personal property owned by Manager or used by Manager in
fulfilling its obligations under this agreement.

     Manager is responsible for paying all sales, use, or similar taxes on the
purchase and use of its equipment, advertising, and other goods or services in
connection with this agreement.

     10.4  Collected Revenues Definition.  "Collected Revenues" means actual
payments received by or on behalf of Sprint PCS or Manager for Sprint PCS
Products and Services from others, including the customers, whose NPA-NXX is the
same as that for the portion of the Service Area served by the Service Area
Network. In determining Collected Revenues the following principles will apply.

           (a)   The following items will be treated as follows:

                 (i)   Collected Revenues do not include revenues from federal
     and state subsidy funds; they are handled separately as noted in Section
     10.1.2;

                 (ii)  Collected Revenues do include any amounts received for
     the payment of Inbound Roaming charges and interconnect fees when calls are
     carried on the Service Area Network; and

                                      24
<PAGE>

                 (iii) Collected Revenues do not include any amounts received
     with respect to any changes made by Sprint PCS under Section 9.4.

           (b)   The following items are not Collected Revenues; Sprint PCS is
obligated to remit the amounts received with respect to such items, if any, to
Manager, as follows:

                 (i)   inter service area payments will be paid as provided
     under Section 10.1.3;

                 (ii)  Outbound Roaming and related charges will be paid as
     provided under Section 10.1.5;

                 (iii) proceeds from the sale or lease of subscriber equipment
     and accessories will be paid to Manager, subject to the equipment
     settlement process in Section 4.1.2;

                 (iv)  proceeds from sales not in the ordinary course of
     business (e.g., sales of switches, cell sites, computers, vehicles or other
     fixed assets);

                 (v)   any amounts collected with respect to sales and use
     taxes, gross receipts taxes, transfer taxes, and similar taxes,
     administrative fees, telecommunications fees, and surcharges for taxes and
     fees that are collected by a carrier for the benefit of a governmental
     authority, subject to Manager's obligation under Section 10.3; and

                 (vi)  Manager will be entitled to 100% of all revenues received
     by Sprint PCS with respect to sales of Manager's Products and Services.

           (c)   The following items are not Collected Revenues; neither party
is obligated to remit any amounts respecting such items:

                 (i)   reasonable adjustments of a customer's account (e.g., if
     Sprint PCS or Manager reduces a customer's bill, then the amount of the
     adjustment is not Collected Revenues); and

                 (ii)  amount of bad debt and fraud associated with customers
     whose NPA-NXX is assigned to the Service Area (e.g., if Sprint PCS or
     Manager writes off a customer's bill as a bad debt, there are no Collected
     Revenues on which a fee is due to Manager).

     10.5  Late Payments.  Any amount due under this Section 10 that is not paid
by one party to the other party in accordance with the terms of this agreement
will bear interest at the Default Rate beginning (and including) the 3rd day
after the due date until (and including) the date paid.

                                      25
<PAGE>

     10.6  Setoff Right If Failure To Pay Amounts Due.  If Manager fails to pay
any undisputed amount due Sprint PCS or a Related Party of Sprint PCS under this
agreement, the Services Agreement, or any other agreement with Sprint PCS or a
Related Party of Sprint PCS, then Sprint PCS may setoff against its payments to
Manager under this Section 10, the following amounts:

           (a)   any amount that Manager owes to Sprint PCS or a Related Party
of Sprint PCS, including amounts due under the Services Agreement; and

           (b)   any amount that Sprint PCS reasonably estimates will be due to
Sprint PCS for the current month under the Services Agreement (e.g., if under
the Services Agreement customer care calls are billed monthly, Sprint PCS can
deduct from the weekly payment to Manager an amount Sprint PCS reasonably
estimates will be due Sprint PCS on account of such customer care calls under
the Services Agreement).

     On a monthly basis Sprint PCS will true up the estimated amounts deducted
against the actual amounts due Sprint PCS and Sprint PCS' Related Parties. If
the estimated amounts deducted by Sprint PCS exceed the actual amounts due to
Sprint PCS and Sprint PCS' Related Parties, then Sprint PCS will remit the
excess to Manager with the next weekly payment. If the estimated amounts
deducted are less than the actual amounts due to Sprint PCS and its Related
Parties, then Sprint PCS may continue to setoff the payments to Manager against
the amounts due to Sprint PCS and Sprint PCS' Related Parties. This right of
setoff is in addition to any other right that Sprint PCS may have under this
agreement.

                 11.  TERM; TERMINATION; EFFECT OF TERMINATION

     11.1  Initial Term.  This agreement commences on the date of execution and,
unless terminated earlier in accordance with the provisions of this Section 11,
continues for a period of 20 years (the "Initial Term").

     11.2  Renewal Terms.  Following expiration of the Initial Term, this
agreement will automatically renew for 3 successive 10-year renewal periods (for
a maximum of 50 years including the Initial Term), unless at least 2 years prior
to the commencement of any renewal period either party notifies the other party
in writing that it does not wish to renew this agreement.

           11.2.1  Non-renewal Rights of Manager.  If this agreement will
terminate because Sprint PCS gives Manager timely written notice of non-renewal
of this agreement, then Manager may exercise its rights under Section 11.2.1.1
or, if applicable, its rights under Section 11.2.1.2.

                                      26
<PAGE>

                   11.2.1.1   Manager's Put Right. Manager may within 30 days
     after the date Sprint PCS gives notice of non-renewal put to Sprint PCS all
     of the Operating Assets. Sprint PCS will pay to Manager for the Operating
     Assets an amount equal to 80% of the Entire Business Value. The closing of
     the purchase of the Operating Assets will occur within 20 days after the
     later of (a) the receipt by Sprint PCS of the written notice of
     determination of the Entire Business Value provided by the appraisers under
     Section 11.7 or (b) the receipt of all materials required to be delivered
     to Sprint PCS under Section 11.8. Upon closing the purchase of the
     Operating Assets this agreement will be deemed terminated. The exercise of
     the put, the determination of the Operating Assets, the representations and
     warranties made by Manager with respect to the Operating Assets and the
     business, and the process for closing the purchase will be subject to the
     terms and conditions set forth in Section 11.8.

                   11.2.1.2   Manager's Purchase Right.

                         (a)     If Sprint PCS owns 20 MHz or more of PCS
           spectrum in the Service Area under the License on the date this
           agreement is executed, then Manager may within 30 days after the date
           Sprint PCS gives notice of non-renewal declare its intent to purchase
           the Disaggregated License. Subject to receipt of FCC approval of the
           necessary disaggregation and partition, Manager may purchase from
           Sprint PCS the Disaggregated License for an amount equal to the
           greater of (1) the original cost of the License to Sprint PCS (pro
           rated on a pops and spectrum basis) plus the microwave relocation
           costs paid by Sprint PCS or (2) 10% of the Entire Business Value.

                         (b)     Upon closing the purchase of the spectrum this
           agreement will be deemed terminated. The closing of the purchase of
           the Disaggregated License will occur within the later of:

                                 (1)  20 days after the receipt by Manager of
                   the written notice of determination of the Entire Business
                   Value by the appraisers under Section 11.7; or

                                 (2)  10 days after the approval of the sale of
                   the Disaggregated License by the FCC.

                         (c)     The exercise of the purchase right, the
           determination of the geographic extent of the Disaggregated License
           coverage, the representations and warranties made by Sprint PCS with
           respect to the Disaggregated License, and the process for closing the
           purchase will be subject to the terms and conditions set forth in
           Section 11.8.

                         (d)     After the closing of the purchase Manager will
           allow:

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<PAGE>

                                 (1)  subscribers of Sprint PCS to roam on
                   Manager's network; and

                                 (2)  Sprint PCS to resell Manager's Products
                   and Services.

           Manager will charge Sprint PCS a MFN price in either case.

           11.2.2  Non-renewal Rights of Sprint PCS. If this agreement will
terminate because of any of the following five (5) events, then Sprint PCS may
exercise its rights under Section 11.2.2.1 or, if applicable, its rights under
Section 11.2.2.2:

                         (a)     Manager gives Sprint PCS timely written notice
           of non-renewal of this agreement;

                         (b)     both parties give timely written notices of
           non-renewal;

                         (c)     this agreement expires with neither party
           giving a written notice of non-renewal;

                         (d)     either party elects to terminate this agreement
           under Section 11.3.4(a); or

                         (e)     Manager elects to terminate this agreement
           under Section 11.3.4(b).

                   11.2.2.1   Sprint PCS' Purchase Right. Sprint PCS may
     purchase from Manager all of the Operating Assets. Sprint PCS will pay to
     Manager an amount equal to 80% of the Entire Business Value. The closing of
     the purchase of the Operating Assets will occur within 20 days after the
     later of (a) the receipt by Sprint PCS of the written notice of
     determination of the Entire Business Value provided by the appraisers under
     Section 11.7 or (b) the receipt of all materials required to be delivered
     to Sprint PCS under Section 11.8. Upon closing the purchase of the
     Operating Assets this agreement will be deemed terminated. The exercise of
     the purchase right, the determination of the Operating Assets, the
     representations and warranties made by Manager with respect to the
     Operating Assets and the business, and the process for closing the purchase
     will be subject to the terms and conditions set forth in Section 11.8.

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<PAGE>

                   11.2.2.2   Sprint PCS' Put Right.

                         (a)     Sprint PCS may, subject to receipt of FCC
           approval, put to Manager the Disaggregated License for a purchase
           price equal to the greater of (1) the original cost of the License to
           Sprint PCS (pro rated on a pops and spectrum basis) plus the
           microwave relocation costs paid by Sprint PCS or (2) 10% of the
           Entire Business Value.

                         (b)     Upon closing the purchase of the Disaggregated
           License this agreement will be deemed terminated. The closing of the
           purchase of the Disaggregated License will occur within the later of:

                                 (1)  20 days after the receipt by Sprint PCS of
                   the written notice of determination of the Entire Business
                   Value by the appraisers under Section 11.7; or

                                 (2)  10 days after the approval of the sale of
                   the Disaggregated License by the FCC.

                         (c)     The exercise of the put, the determination of
           the geographic extent of the Disaggregated License coverage, the
           representations and warranties made by Sprint PCS with respect to the
           Disaggregated License, and the process for closing the purchase will
           be subject to the terms and conditions set forth in Section 11.8.

                         (d)     Manager may, within 10 days after it receives
           notice of Sprint PCS' exercise of its put, advise Sprint PCS of the
           amount of spectrum (not to exceed 10 MHz) it wishes to purchase.
           After the purchase Manager will allow:

                                 (1)  subscribers of Sprint PCS to roam on
                    Manager's network; and

                                 (2)  Sprint PCS to resell Manager's Products
                    and Services.

     Manager will charge Sprint PCS a MFN price in either case.

           11.2.3  Extended Term Awaiting FCC Approval.  If Manager is buying
the Disaggregated License as permitted or required under Sections 11.2.1.2 or
11.2.2.2, then the Term of this agreement will extend beyond the original
expiration date until the closing of the purchase of the Disaggregated License.
The parties agree to exercise their respective commercially reasonable efforts
to obtain FCC approval of the transfer of the Disaggregated License.

                                      29
<PAGE>

     11.3  Events of Termination.  An "Event of Termination" is deemed to occur
when a party gives written notice to the other party of the Event of Termination
as permitted below:

           11.3.1  Termination of License.

                         (a)     At the election of either party this agreement
           may be terminated at the time the FCC revokes or fails to renew the
           License. Unless Manager has the right to terminate this agreement
           under Section 11.3.1(b), neither party has any claim against the
           other party if the FCC revokes or fails to renew the License, even if
           circumstances would otherwise permit one party to terminate this
           agreement based on a different Event of Termination, except that the
           parties will have the right to pursue claims against each other as
           permitted under Section 11.4(b).

                         (b)     If the FCC revokes or fails to renew the
           License because of a breach of this agreement by Sprint PCS, then
           Manager has the right to terminate this agreement under Section
           11.3.3 and not this Section 11.3.1.

           11.3.2  Breach of Agreement: Payment of Money Terms.  At the election
of the non-breaching party this agreement may be terminated upon the failure by
the breaching party to pay any amount due under this agreement or any other
agreement between the parties or their respective Related Parties, if the breach
is not cured within 30 days after the breaching party's receipt of written
notice of the nonpayment from the non-breaching party.

           11.3.3  Breach of Agreement: Other Terms.  At the election of the
non-breaching party this agreement may be terminated upon the material breach by
the breaching party of any material term contained in this agreement that does
not regard the payment of money, if the breach is not cured within 30 days after
the breaching party's receipt of written notice of the breach from the non-
breaching party, except the cure period will continue for a reasonable period
beyond the 30-day period, but will under no circumstances exceed 180 days after
the breaching party's receipt of written notice of the breach, if it is
unreasonable to cure the breach within the 30-day period, and the breaching
party takes action prior to the end of the 30-day period that is reasonably
likely to cure the breach and continues to diligently take action necessary to
cure the breach.

           11.3.4  Regulatory Considerations.

                         (a)     At the election of either party this agreement
           may be terminated if this agreement violates any applicable law in
           any material respect where such violation (i) is classified as a
           felony or (ii) subjects either party to substantial monetary fines or
           other substantial damages, except that before causing any termination
           the parties must use best efforts to modify this agreement, as
           necessary to cause this agreement (as modified) to comply with

                                      30
<PAGE>

           applicable law and to preserve to the extent possible the economic
           arrangements set forth in this agreement.

                         (b)     At the election of Manager this agreement may
           be terminated if the regulatory action described under 11.3.4(a) is
           the result of a deemed change of control of the License and the
           parties are unable to agree upon a satisfactory resolution of the
           matter with the regulatory authority without a complete termination
           of this agreement.

           11.3.5  Termination of Trademark License Agreements.  If either
Trademark License Agreement terminates under its terms, then:

                         (a)     Manager may terminate this agreement if the
           Trademark License Agreement terminated because of a breach of the
           Trademark License Agreement by Sprint PCS or Sprint; and

                         (b)     Sprint PCS may terminate this agreement if the
           Trademark License Agreement terminated because of a breach of the
           Trademark License Agreement by Manager.

           11.3.6  Financing Considerations.  At the election of Sprint PCS this
agreement may be terminated upon the failure of Manager to obtain the financing
described in Exhibit 1.7 by the deadline(s) set forth on such Exhibit.
             -----------

           11.3.7  Bankruptcy of a Party.  At the election of the non-bankrupt
party, this agreement may be terminated upon the occurrence of a Voluntary
Bankruptcy or an Involuntary Bankruptcy of the other party.

           "Voluntary Bankruptcy" means:

                         (a)     the inability of a party generally to pay its
           debts as the debts become due, or an admission in writing by a party
           of its inability to pay its debts generally or a general assignment
           by a party for the benefit of creditors;

                         (b)     the filing of any petition or answer by a party
           seeking to adjudicate itself a bankrupt or insolvent, or seeking any
           liquidation, winding up, reorganization, arrangement, adjustment,
           protection, relief, or composition for itself or its debts under any
           law relating to bankruptcy, insolvency or reorganization or relief of
           debtors, or seeking, consenting to, or acquiescing in the entry of an
           order for relief or the appointment of a receiver, trustee, custodian
           or other similar official for itself or for substantially all of its
           property; or

                                      31
<PAGE>

                         (c)     any action taken by a party to authorize any of
           the actions set forth above.

           "Involuntary Bankruptcy" means, without the consent or acquiescence
of a party:

                         (a)     the entering of an order for relief or
           approving a petition for relief or reorganization;

                         (b)     any petition seeking any reorganization,
           arrangement, composition, readjustment, liquidation, dissolution or
           other similar relief under any present or future bankruptcy,
           insolvency or similar statute, law or regulation;

                         (c)     the filing of any petition against a party,
           which petition is not dismissed within 90 days; or

                         (d)     without the consent or acquiescence of a party,
           the entering of an order appointing a trustee, custodian, receiver or
           liquidator of party or of all or any substantial part of the property
           of the party, which order is not dismissed within 90 days.

     11.4  Effect of an Event of Termination.

           (a)     Upon the occurrence of an Event of Termination, the party
with the right to terminate this agreement or to elect the remedy upon the Event
of Termination, as the case may be, may:

                   (i)   in the case of an Event of Termination under Sections
     11.3.1(a) or 11.3.7, give the other party written notice that the agreement
     is terminated effective as of the date of the notice, in which case neither
     party will have any other remedy or claim for damages (except any claim the
     non-bankrupt party has against the bankrupt party and any claims permitted
     under Section 11.4(b)); or

                   (ii)  in the case of an Event of Termination other than under
     Section 11.3.1(a), give the other party written notice that the party is
     exercising one of its rights, if any, under Section 11.5 or Section 11.6.

           (b)     If the party terminates this agreement under Section
11.4(a)(i) then all rights and obligations of each party under this agreement
will immediately cease, except that:

                   (i)   any rights arising out of a breach of any terms of this
     agreement will survive any termination of this agreement;

                                      32
<PAGE>

                   (ii)   the provisions described in Section 17.23 will survive
     any termination of this agreement;

                   (iii)  the payment obligations under Section 10 will survive
     any termination of this agreement if, and to the extent, any costs or fees
     have accrued or are otherwise due and owing as of the date of termination
     of this agreement from Manager to Sprint PCS or any Sprint PCS Related
     Party or from Sprint PCS to Manager or any Manager Related Party;

                   (iv)   either party may terminate this agreement in
     accordance with the terms of this agreement without any liability for any
     loss or damage arising out of or related to such termination, including any
     loss or damage arising out of the exercise by Sprint PCS of its rights
     under Section 11.6.3;

                   (v)    Manager will use all commercially reasonable efforts
     to cease immediately all of their respective efforts to market, sell,
     promote or distribute the Sprint PCS Products and Services;

                   (vi)   Sprint PCS has the option to buy from Manager any new
     unsold subscriber equipment and accessories, at the prices charged to
     Manager;

                   (vii)  the parties will immediately stop making any
     statements or taking any action that might cause third parties to infer
     that any business relationship continues to exist between the parties, and
     where necessary or advisable, the parties will inform third parties that
     the parties no longer have a business relationship; and

                   (viii) if subscriber equipment and accessories are in transit
     when this agreement is terminated, Sprint PCS may, but does not have the
     obligation to, cause the freight carrier to not deliver the subscriber
     equipment and accessories to Manager but rather to deliver the subscriber
     equipment and accessories to Sprint PCS.

           (c)     If the party exercises its rights under Section 11.4(a)(ii),
this agreement will continue in full force and effect until otherwise
terminated.

           (d)     If this agreement terminates for any reason other than
Manager's purchase of the Disaggregated License, Manager will not, for 3 years
after the date of termination compile, create, or use for the purpose of selling
merchandise or services similar to any Sprint PCS Products and Services, or
sell, transfer or otherwise convey to a third party, a list of customers who
purchased, leased or used any Sprint PCS Products and Services. Manager may use
such a list for its own internal analysis of its business practices and
operations. If this agreement terminates because of Manager's purchase of the
Disaggregated License, then Sprint PCS will transfer to Manager the Sprint PCS
customers with a MIN

                                      33
<PAGE>

assigned to the Service Area covered by the Disaggregated License, but Sprint
PCS retains the customers of a national account and any resellers who have
entered into a resale agreement with Sprint PCS. Manager agrees not to solicit,
directly or indirectly, any customers of Sprint PCS not transferred to Manager
under this Section 11.4(d) for 2 years after the termination of this agreement,
except that Manager's advertising through mass media will not be considered a
solicitation of Sprint PCS customers.

     11.5  Manager's Event of Termination Rights and Remedies.  In addition to
any other right or remedy that Manager may have under this agreement, the
parties agree that Manager will have the rights and remedies set forth in this
Section 11.5 and that such rights and remedies will survive the termination of
this agreement. If Manager has a right to terminate this agreement as the result
of the occurrence of an Event of Termination under Sections 11.3.2, 11.3.3,
11.3.5 or 11.3.7 (if Manager is the non-bankrupt party), then Manager has the
right to elect one of the following three (3) remedies, except Manager cannot
elect its remedies under Sections 11.5.1 or 11.5.2 during the first 2 years of
the Initial Term with respect to an Event of Termination under Section 11.3.3.

           11.5.1  Manager's Put Right.  Manager may put to Sprint PCS within 30
days after the Event of Termination all of the Operating Assets. Sprint PCS will
pay to Manager an amount equal to 80% of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

                         (a)     the receipt by Sprint PCS of the written notice
           of determination of the Entire Business Value by the appraisers under
           Section 11.7; or

                         (b)     the receipt of all materials required to be
           delivered to Sprint PCS under Section 11.8.

     Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated.  The exercise of the put, the determination of the Operating
Assets, the representations and warranties made by the Manager with respect to
the Operating Assets and the business, and the process for closing the purchase
will be subject to the terms and conditions set forth in Section 11.8.

           11.5.2  Manager's Purchase Right.

                         (a)     If Sprint PCS owns 20 MHz or more of PCS
           spectrum in the Service Area under the License on the date this
           agreement is executed, then Manager may, subject to receipt of FCC
           approval, purchase from Sprint PCS the Disaggregated License for the
           greater of (1) the original cost of the License to Sprint PCS (pro
           rated on a pops and spectrum basis) plus the microwave

                                      34
<PAGE>

          relocation costs paid by Sprint PCS or (2) 9% (10% minus a 10%
          penalty) of the Entire Business Value.

                    (b)   Upon closing the purchase of the Disaggregated License
          this agreement will be deemed terminated. The closing of the purchase
          of the Disaggregated License will occur within the later of:

                          (1)   20 days after the receipt by Manager of the
               written notice of determination of the Entire Business Value by
               the appraisers under Section 11.7; or

                          (2)   10 days after the approval of the sale of the
               Disaggregated License by the FCC.

          The exercise of the purchase right, the determination of the
          geographic extent of the Disaggregated License coverage, the
          representations and warranties made by Sprint PCS with respect to the
          Disaggregated License, and the process for closing the purchase will
          be subject to the terms and conditions set forth in Section 11.8.

                    (c)   After the closing of the purchase Manager will allow:

                           (1)  subscribers of Sprint PCS to roam on Manager's
               network; and

                           (2)  Sprint PCS to resell Manager's Product and
               Services.

          Manager will charge Sprint PCS a MFN price in either case.

          11.5.3    Manager's Action for Damages or Other Relief. Manager, in
accordance with the dispute resolution process in Section 14, may seek damages
or other appropriate relief.

   11.6   Sprint PCS' Event of Termination Rights and Remedies. In addition to
any other right or remedy that Sprint PCS may have under this agreement, the
parties agree that Sprint PCS will have the rights and remedies set forth in
this Section 11.6 and that such rights and remedies will survive the termination
of this agreement. If Sprint PCS has a right to terminate this agreement as the
result of the occurrence of an Event of Termination under Sections 11.3.2,
11.3.3, 11.3.5, 11.3.6 or 11.3.7 (if Sprint PCS is the non-bankrupt party), then
Sprint PCS has the right to elect one of the following four (4) remedies, except
that (i) if Sprint PCS elects the remedies under Sections 11.6.1, 11.6.2 or
11.6.4, Sprint PCS may pursue its rights under Section 11.6.3 concurrently with
its pursuit of one of the other three
                                      35
<PAGE>

remedies, (ii) Sprint PCS cannot elect its remedies under Sections 11.6.1 or
11.6.2 during the first 2 years of the Initial Term with respect to an Event of
Termination under Section 11.3.3 (unless the Event of Termination is caused by a
breach related to the Build-out Plan or the build-out of the Service Area
Network), and (iii) Sprint PCS cannot elect its remedy under Section 11.6.2
during the first 2 years of the Initial Term with respect to an Event of
Termination under Section 11.3.6.

          11.6.1    Sprint PCS' Purchase Right. Sprint PCS may purchase from
Manager all of the Operating Assets. Sprint PCS will pay to Manager an amount
equal to 72% (80% minus a 10% penalty) of the Entire Business Value. The closing
of the purchase of the Operating Assets will occur within 20 days after the
later of:

                    (a)   the receipt by Sprint PCS of the written notice of
          determination of the Entire Business Value by the appraisers pursuant
          to Section 11.7; or

                    (b)   the receipt of all materials required to be delivered
          to Sprint PCS under Section 11.8.

     Upon closing the purchase of the Operating Assets this agreement will be
deemed terminated.  The exercise of the purchase right, the determination of the
Operating Assets, the representations and warranties made by Manager with
respect to the Operating Assets and the business, and the process for closing
the purchase will be subject to the terms and conditions set forth in Section
11.8.

          11.6.2    Sprint PCS' Put Right.

                    (a)   Sprint PCS may, subject to receipt of FCC approval,
          put to Manager the Disaggregated License for a purchase price equal to
          the greater of (1) the original cost of the License to Sprint PCS (pro
          rated on a pops and spectrum basis) plus the microwave relocation
          costs paid by Sprint PCS or (2) 10% of the Entire Business Value.

                    (b)   Upon closing the purchase of the Disaggregated License
          this agreement will be deemed terminated. The closing of the purchase
          of the Disaggregated License will occur within the later of:

                          (1)   20 days after the receipt by Sprint PCS of the
               written notice of determination of the Entire Business Value by
               the appraisers under Section 11.7; or

                          (2)   10 days after the approval of the sale of the
               Disaggregated License by the FCC.


                                      36
<PAGE>

                    (c)   The exercise of the put, the determination of the
          geographic extent of the Disaggregated License coverage, the
          representations and warranties made by Sprint PCS with respect to the
          Disaggregated License, and the process for closing the purchase will
          be subject to the terms and conditions set forth in Section 11.8.

                    (d)   Manager may, within 10 days after it receives notice
          of Sprint PCS' exercise of its put, advise Sprint PCS of the amount of
          spectrum (not to exceed 10 MHz) it wishes to purchase. After the
          closing of the purchase Manager will allow:

                          (1)   subscribers of Sprint PCS to roam on Manager's
               network; and

                          (2)   Sprint PCS to resell Manager's Products and
               Services.

          Manager will charge Sprint PCS a MFN price in either case.

          11.6.3    Sprint PCS' Right to Cause A Cure.

                    (a)   Sprint PCS' Right. Sprint PCS may, but is not
          obligated to, take such action as it deems necessary to cure Manager's
          breach of this agreement, including assuming operational
          responsibility for the Service Area Network to complete construction,
          continue operation, complete any necessary repairs, implement changes
          necessary to comply with the Program Requirements and terms of this
          agreement, or take such other steps as are appropriate under the
          circumstances, or Sprint PCS may designate a third party or parties to
          do the same, to assure uninterrupted availability and deliverability
          of Sprint PCS Products and Services in the Service Area, or to
          complete the build-out of the Service Area Network in accordance with
          the terms of this agreement. In the event that Sprint PCS elects to
          exercise its right under this Section 11.6.3, Sprint PCS will give
          Manager written notice of such election. Upon giving such notice:

                          (1)   Manager will collect and make available at a
               convenient, central location at its principal place of business,
               all documents, books, manuals, reports and records related to the
               Build-out Plan and required to operate and maintain the Service
               Area Network; and

                                      37
<PAGE>

                          (2)   Sprint PCS, its employees, contractors and
               designated third parties will have the unrestricted right to
               enter the facilities and offices of Manager for the purpose of
               curing the breach and, if Sprint PCS deems necessary, operate the
               Service Area Network.

          Manager agrees to cooperate with and assist Sprint PCS to the extent
          requested by Sprint PCS to enable Sprint PCS to exercise its rights
          under this Section 11.6.3.

                    (b)   Liability. Sprint PCS' exercise of its rights under
          this Section 11.6.3 will not be deemed an assumption by Sprint PCS of
          any liability attributable to Manager or any other party, except that,
          without limiting the provisions of Section 13, during the period that
          Sprint PCS is curing a breach under this agreement or operating any
          portion of the Service Area Network pursuant to this Section 11.6.3,
          Sprint PCS will indemnify and defend Manager and its directors,
          partners, officers, employees and agents from and against, and
          reimburse and pay for, all claims, demands, damages, losses,
          judgments, awards, liabilities, costs and expenses (including
          reasonable attorneys' fees, court costs and other expenses of
          litigation), whether or not arising out of third party claims, in
          connection with any suit, claim, action or other legal proceeding
          relating to the bodily injury, sickness or death of persons or the
          damage to or destruction of property, real or personal, resulting from
          or arising out of Sprint PCS' negligence or willful misconduct in
          curing the breach or in the operation of the Service Area Network.
          Sprint PCS' obligation under this Section 11.6.3(b) will not apply to
          the extent of any claims, demands, damages, losses, judgments, awards,
          liabilities, costs and expenses resulting from the negligence or
          willful misconduct of Manager or arising from any contractual
          obligation of Manager.

                    (c)   Costs and Payments. During the period that Sprint PCS
          is curing a breach or operating the Service Area Network under this
          Section 11.6.3, Sprint PCS and Manager will continue to make any and
          all payments due to the other party and to third parties under this
          agreement, the Services Agreement and any other agreements to which
          such party is bound, except that Sprint PCS may deduct from its
          payments to Manager all reasonable costs and expenses incurred by
          Sprint PCS in connection with the exercise of its right under this
          Section 11.6.3. Sprint PCS' operation of the Service Area Network
          pursuant to this Section 11.6.3 is not a substitution for Manager's
          performance of its obligations under this agreement and does not
          relieve Manager of its other obligations under this agreement.

                    (d)   Length of Right. Sprint PCS may continue to operate
          the Service Area Network in accordance with Section 11.6.3 until (i)
          Sprint PCS

                                      38
<PAGE>

          cures all breaches by Manager under this agreement; (ii) Manager cures
          all breaches and demonstrates to Sprint PCS' satisfaction that it is
          financially and operationally willing, ready and able to perform in
          accordance with this agreement and resumes such performance; (iii)
          Sprint PCS consummates the purchase of the Operating Assets under
          Section 11.6.1 or the sale of the Disaggregated License under Section
          11.6.2; or (iv) Sprint PCS terminates this agreement.

                    (e)   Not Under Services Agreement. The exercise by Sprint
          PCS of its right under this Section 11.6.3 does not represent services
          rendered under the Services Agreement, and therefore it does not allow
          Manager to be deemed in compliance with the Program Requirements under
          Sections 7.1(a)(ii), 8.1(b).

          11.6.4    Sprint PCS' Action for Damages or Other Relief. Sprint PCS,
in accordance with the dispute resolution process in Section 14, may seek
damages or other appropriate relief.

   11.7   Determination of Entire Business Value.

          11.7.1    Appointment of Appraisers. Sprint PCS and Manager must each
designate an independent appraiser within 30 days after giving the Purchase
Notice under Exhibit 11.8. Sprint PCS and Manager will direct the two appraisers
             ------------
to jointly select a third  appraiser within 15 days after the day the last of
them is appointed.  Each appraiser must be an expert in the valuation of
wireless telecommunications businesses.  Sprint PCS and Manager must direct the
three appraisers to each determine, within 45 days after the appointment of the
last appraiser, the Entire Business Value.  Sprint PCS and Manager will each
bear the costs of the appraiser appointed by it, and they will share equally the
costs of the third appraiser.

          11.7.2    Manager's Operating Assets. The following assets are
included in the Operating Assets (as defined in the Schedule of Definitions):
                                                    -----------------------

                    (a)   network assets, including all personal property, real
          property interests in cell sites and switch sites, leasehold
          interests, collocation agreements, easements, and rights-of-way;

                    (b)   all of the real, personal, tangible and intangible
          property and contract rights that Manager owns and uses in conducting
          the business of providing the Sprint PCS Products and Services,
          including the goodwill resulting from Manager's customer base;

                    (c)   sale and distribution assets primarily dedicated
          (i.e., at least 80% of their revenue is derived from the sale of
          Sprint PCS Products and

                                      39
<PAGE>

          Services) to the sale by Manager of Sprint PCS Products and Services.
          For example, a retail store that derives at least 80% of its revenue
          from the sale of Sprint PCS Products and Services is an Operating
          Asset. A store that derives 65% of its revenue from Sprint PCS
          Products and Services is not an Operating Asset;

                    (d)   customers, if any, that use both the other products
          and services approved under Section 3.2 and the Sprint PCS Products
          and Services;

                    (e)   handset inventory;

                    (f)   books and records of the wireless business, including
          all engineering drawings and designs and financial records; and

                    (g)   all contracts used by Manager in operating the
          wireless business including T1 service agreements, service contracts,
          interconnection agreements, distribution agreements, software license
          agreements, equipment maintenance agreements, sales agency agreements
          and contracts with all equipment suppliers.

          11.7.3    Entire Business Value. Utilizing the valuation principles
set forth below and in Section 11.7.4, "Entire Business Value" means the fair
market value of Manager's wireless business in the Service Area, valued on a
going concern basis.

                    (a)   The fair market value is based on the price a willing
          buyer would pay a willing seller for the entire on-going business.

                    (b)   The appraisers will use the then-current customary
          means of valuing a wireless telecommunications business.

                    (c)   The business is conducted under the Brands and
          existing agreements between the parties and their respective Related
          Parties.

                    (d)   Manager owns the Disaggregated License (in the case
          where Manager will be buying the Disaggregated License under Sections
          11.2.1.2, 11.2.2.2, 11.5.2 or 11.6.2) or Manager owns the spectrum and
          the frequencies actually used by Manager under this agreement (in the
          case where Sprint PCS will be buying the Operating Assets under
          Sections 11.2.1.1, 11.2.2.1, 11.5.1 or 11.6.1).

                    (e)   The valuation will not include any value for the
          business represented by Manager's Products and Services or any
          business not directly related to Sprint PCS Products and Services.

                                      40
<PAGE>

          11.7.4    Calculation of Entire Business Value. The Entire Business
Value to be used to determine the purchase price of the Operating Assets or the
Disaggregated License under this agreement is as follows:

                    (a)   If the highest fair market value determined by the
          appraisers is within 10% of the lowest fair market value, then the
          Entire Business Value used to determine the purchase price under this
          agreement will be the arithmetic mean of the three appraised fair
          market values.

                    (b)   If two of the fair market values determined by the
          appraisers are within 10% of one another, and the third value is not
          within 10% of the other fair market values, then the Entire Business
          Value used to determine the purchase price under this agreement will
          be the arithmetic mean of the two more closely aligned fair market
          values.

                    (c)   If none of the fair market values is within 10% of the
          other two fair market values, then the Entire Business Value used to
          determine the purchase price under this agreement will be the middle
          value of the three fair market values.

   11.8   Closing Terms and Conditions. The closing terms and conditions for the
transactions contemplated in this Section 11 are attached as Exhibit 11.8.
                                                             ------------

   11.9   Contemporaneous and Identical Application. The parties agree that any
action regarding renewal or non-renewal and any Event of Termination will occur
contemporaneously and identically with respect to all Licenses. For example, if
Manager exercises its purchase right under Section 11.5.2, it must exercise such
right with respect to all of the Licenses under this agreement. The Term of this
agreement will be the same for all Licenses; Manager will not be permitted to
operate a portion of the Service Area Network with fewer than all of the
Licenses.

   12.    BOOKS AND RECORDS; CONFIDENTIAL INFORMATION; INSURANCE

   12.1   Books and Records.

          12.1.1    General. Each party must keep and maintain books and records
to support and document any fees, costs, expenses or other charges due in
connection with the provisions set forth in this agreement. The records must be
retained for a period of at least 3 years after the fees, costs, expenses or
other charges to which the records relate have accrued and have been paid, or
such other period as may be required by law.

                                      41
<PAGE>

          12.1.2    Audit. On reasonable advance notice, each party must provide
access to appropriate records to the independent auditors selected by the other
party for purposes of auditing the amount of fees, costs, expenses or other
charges payable in connection with the Service Area with respect to the period
audited. The auditing party will conduct the audit no more frequently than
annually. If the audit shows that Sprint PCS was underpaid then, unless the
amount is contested, Manager will pay to Sprint PCS the amount of the
underpayment within 10 Business Days after Sprint PCS gives Manager written
notice of the determination of the underpayment. If the audit determines that
Sprint PCS was overpaid then, unless the amount is contested, Sprint PCS will
pay to Manager the amount of the overpayment within 10 Business Days after
Sprint PCS determines Sprint PCS was overpaid. The auditing party will pay all
costs and expenses related to the audit unless the amount owed to the audited
party is reduced by more than 10% or the amount owed by the audited party is
increased by more than 10%, in which case the costs and expenses related to the
audit will be paid by the audited party.

     Notwithstanding the above provisions of this Section 12.1.2, rather than
allow Manager's independent auditors access to Sprint PCS' records, Sprint PCS
may provide a report issued in conformity with Statement of Auditing Standard
No. 70 "Reports on the Processing of Transactions by Service Organizations"
("Type II Report" or "Manager Management Report"). Such report will be prepared
by independent auditors and will provide an opinion on the controls placed in
operation and tests of operating effectiveness of those controls in effect at
Sprint PCS over the Manager Management Processes. "Manager Management Processes"
include those services generally provided within the Management Agreement,
primarily billing and collection of Collected Revenues.

          12.1.3    Contesting an Audit. If the party that did not select the
independent auditor does not agree with the findings of the audit, then such
party can contest the findings by providing notice of such disagreement to the
other party (the "Dispute Notice"). The date of delivery of such notice is the
"Dispute Notice Date." If the parties are unable to resolve the disagreement
within 10 Business Days after the Dispute Notice Date, they will resolve the
disagreement in accordance with the following procedures.

     The two parties and the auditor that conducted the audit will all agree on
an independent certified public accountant with a regional or national
accounting practice in the wireless telecommunications industry (the "Arbiter")
within 15 Business Days after the Dispute Notice Date. If, within 15 Business
Days after the Dispute Notice Date, the three parties fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be selected pursuant to the rules then in effect of the American Arbitration
Association. Each party will submit to the Arbiter within 5 Business Days after
its selection and engagement all information reasonably requested by the Arbiter
to enable the Arbiter to independently resolve the issue that is the subject of
the Dispute Notice. The Arbiter will make its own determination of the amount of
fees, costs, expenses or other charges payable under this agreement with respect
to the period audited. The Arbiter will issue a written report

                                      42
<PAGE>

of its determination in reasonable detail and will deliver a copy of the report
to the parties within 10 Business Days after the Arbiter receives all of the
information reasonably requested. The determination made by the Arbiter will be
final and binding and may be enforced by any court having jurisdiction. The
parties will cooperate fully in assisting the Arbiter and will take such actions
as are necessary to expedite the completion of and to cause the Arbiter to
expedite its assignment.

     If the amount owed by a contesting party is reduced by more than 10% or the
amount owed to a contesting party is increased by more than 10% then the non-
contesting party will pay the costs and expenses of the Arbiter, otherwise the
contesting party will pay the costs and expenses of the Arbiter.

   12.2   Confidential Information.

          (a)   Except as specifically authorized by this agreement, each of the
parties must, for the Term and 3 years after the date of termination of this
agreement, keep confidential, not disclose to others and use only for the
purposes authorized in this agreement, all Confidential Information disclosed by
the other party to the party in connection with this agreement, except that the
foregoing obligation will not apply to the extent that any Confidential
Information:

                (i)   is or becomes, after disclosure to a party, publicly known
     by any means other than through unauthorized acts or omissions of the party
     or its agents; or

                (ii)  is disclosed in good faith to a party by a third party
     entitled to make the disclosure.

          (b)   Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

                (i)   has been published or is in the public domain, or that
     subsequently comes into the public domain, through no fault of the
     receiving party;

                (ii)  prior to the effective date of this agreement was properly
     within the legitimate possession of the receiving party, or subsequent to
     the effective date of this agreement, is lawfully received from a third
     party having rights to publicly disseminate the Confidential Information
     without any restriction and without notice to the recipient of any
     restriction against its further disclosure;

                (iii) is independently developed by the receiving party through
     persons or entities who have not had, either directly or indirectly, access
     to or knowledge of the Confidential Information;

                                      43
<PAGE>

                (iv)  is disclosed to a third party consistent with the terms of
     the written approval of the party originally disclosing the information;

                (v)   is required by the receiving party to be produced under
     order of a court of competent jurisdiction or other similar requirements of
     a governmental agency, and the Confidential Information will otherwise
     continue to be Confidential Information required to be held confidential
     for purposes of this agreement;

                (vi)  is required by the receiving party to be disclosed by
          applicable law or a stock exchange or associa tion on which the
          receiving party's securiti es (or those of its Relate d Parties ) are
          or may becom e listed; or

                (vii) is disclosed by the receiving party to a financial
     institution or accredited investor (as that term is defined in Rule 501(a)
     under the Securities Act of 1933) that is considering providing financing
     to the receiving party and which financial institution or accredited
     investor has agreed to keep the Confidential Information confidential in
     accordance with an agreement at least as restrictive as this Section 12.2.

          (c)   Notwithstanding the foregoing, Manager and Sprint PCS authorize
each other to disclose to the public in regulatory filings the other's identity
and the Service Area to be developed and managed by Manager, and Manager
authorizes Sprint PCS to mention Manager and the Service Area in public
relations announcements.

          (d)   The party making a disclosure under Sections 12.2(b)(v),
12.2(b)(vi) or 12.2(b)(vii) must inform the disclosing party as promptly as is
reasonably necessary to enable the disclosing party to take action to, and use
the party's reasonable best efforts to, limit the disclosure and maintain
confidentiality to the extent practicable.

          (e)   Manager will not except when serving in the capacity of Manager
under this agreement, use any Confidential Information of any kind that it
receives under or in connection with this agreement.  For example, if Manager
operates a wireless company in a different license area, Manager may not use any
of the Confidential Information received under or in connection with this
agreement in operating the other wireless business.

   12.3   Insurance

          12.3.1    General. During the term of this agreement, Manager must
obtain and maintain, and will cause any subcontractors to obtain and maintain,
with financially reputable insurers licensed to do business in all jurisdictions
where any work is performed under this agreement and who are reasonably
acceptable to Sprint PCS, the insurance described in the Sprint PCS Insurance
Requirements. The Sprint PCS Insurance Requirements as of the date of this
agreement are attached as Exhibit 12.3. Sprint PCS may modify the Sprint PCS
                          ------------
Insurance

                                      44
<PAGE>

Requirements as is commercially reasonable from time to time by
delivering to Manager a new Exhibit 12.3.
                            ------------

          12.3.2   Waiver of Subrogation. Manager must look first to any
insurance in its favor before making any claim against Sprint PCS or Sprint, and
their respective directors, officers, employees, agents or representatives for
recovery resulting from injury to any person (including Manager's or its
subcontractor's employees) or damage to any property arising from any cause,
regardless of negligence. Manager does hereby release and waive to the fullest
extent permitted by law, and will cause its respective insurers to waive, all
rights of recovery by subrogation against Sprint PCS or Sprint, and their
respective directors, officers, employees, agents or representatives.

          12.3.3   Certificates of Insurance.  Manager and all of its
subcontractors, if any, must, as a material condition of this agreement and
prior to the commencement of any work under and any renewal of this agreement,
deliver to Sprint PCS a certificate of insurance, satisfactory in form and
content to Sprint PCS, evidencing that the above insurance, including waiver of
subrogation, is in force and will not be canceled or materially altered without
first giving Sprint PCS at least 30 days prior written notice and that all
coverages are primary to any insurance carried by Sprint PCS, its directors,
officers, employees, agents or representatives.

     Nothing contained in this Section 12.3.3 will limit Manager's liability to
Sprint PCS, its directors, officers, employees, agents or representatives to the
limits of insurance certified or carried.

                             13.  INDEMNIFICATION

     13.1  Indemnification by Sprint PCS. Sprint PCS agrees to indemnify, defend
and hold harmless Manager, its directors, managers, officers, employees, agents
and representatives from and against any and all claims, demands, causes of
action, losses, actions, damages, liability and expense, including costs and
reasonable attorneys' fees, against Manager, its directors, managers, officers,
employees, agents and representatives arising from or relating to the violation
by Sprint PCS of any law, regulation or ordinance applicable to Sprint PCS or by
Sprint PCS' breach of any representation, warranty or covenant contained in this
agreement or any other agreement between Sprint PCS or Sprint PCS' Related
Parties and Manager or Manager's Related Parties except where and to the extent
the claim, demand, cause of action, loss, action, damage, liability and/or
expense results solely from the negligence or willful misconduct of Manager.

     13.2  Indemnification by Manager.  Manager agrees to indemnify, defend and
hold harmless Sprint PCS and Sprint, and their respective directors, managers,
officers, employees, agents and representatives from and against any and all
claims, demands, causes of action, losses, actions, damages, liability and
expense, including costs and reasonable attorneys' fees, against Sprint PCS or
Sprint, and their respective directors, managers, officers, employees,

                                      45
<PAGE>

agents and representatives arising from or relating to Manager's violation of
any law, regulation or ordinance applicable to Manager, Manager's breach of any
representation, warranty or covenant contained in this agreement or any other
agreement between Manager or Manager's Related Parties and Sprint PCS and Sprint
PCS' Related Parties, Manager's ownership of the Operating Assets or the
operation of the Service Area Network, or the actions or failure to act of any
of Manager's contractors, subcontractors, agents, directors, managers, officers,
employees and representatives of any of them in the performance of any work
under this agreement, except where and to the extent the claim, demand, cause of
action, loss, action, damage, liability and expense results solely from the
negligence or willful misconduct of Sprint PCS or Sprint, as the case may be.

     13.3 Procedure.

          13.3.1  Notice. Any party being indemnified ("Indemnitee") will give
the party making the indemnification ("Indemnitor") written notice as soon as
practicable but no later than 5 Business Days after the party becomes aware of
the facts, conditions or events that give rise to the claim for indemnification
if:

                    (a) any claim or demand is made or liability is asserted
          against Indemnitee; or

                    (b) any suit, action, or administrative or legal proceeding
          is instituted or commenced in which Indemnitee is involved or is named
          as a defendant either individually or with others.

     Failure to give notice as described in this Section 13.3.1 does not modify
the indemnification obligations of this provision, except if Indemnitee is
harmed by failure to provide timely notice to Indemnitor, then Indemnitor does
not have to indemnify Indemnitee for the harm caused by the failure to give the
timely notice.

          13.3.2  Defense by Indemnitor.  If within 30 days after giving notice
Indemnitee receives written notice from Indemnitor stating that Indemnitor
disputes or intends to defend against the claim, demand, liability, suit, action
or proceeding, then Indemnitor will have the right to select counsel of its
choice and to dispute or defend against the claim, demand, liability, suit,
action or proceeding, at its expense.

     Indemnitee will fully cooperate with Indemnitor in the dispute or defense
so long as Indemnitor is conducting the dispute or defense diligently and in
good faith. Indemnitor is not permitted to settle the dispute or claim without
the prior written approval of Indemnitee, which approval will not be
unreasonably withheld.  Even though Indemnitor selects counsel of its choice,
Indemnitee has the right to retain additional representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

                                      46
<PAGE>

          13.3.3  Defense by Indemnitee.  If no notice of intent to dispute or
defend is received by Indemnitee within the 30-day period, or if a diligent and
good faith defense is not being or ceases to be conducted, Indemnitee has the
right to dispute and defend against the claim, demand or other liability at the
sole cost and expense of Indemnitor and to settle the claim, demand or other
liability, and in either event to be indemnified as provided in this Section
13.3.3. Indemnitee is not permitted to settle the dispute or claim without the
prior written approval of Indemnitor, which approval will not be unreasonably
withheld.

          13.3.4  Costs.  Indemnitor's indemnity obligation includes reasonable
attorneys' fees, investigation costs, and all other reasonable costs and
expenses incurred by Indemnitee from the first notice that any claim or demand
has been made or may be made, and is not limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable under
applicable workers' compensation acts, disability benefit acts, or other
employee benefit acts.

                            14.  DISPUTE RESOLUTION

     14.1  Negotiation.  The parties will attempt in good faith to resolve any
dispute arising out of or relating to this agreement promptly by negotiation
between or among representatives who have authority to settle the controversy.
Either party may escalate any dispute not resolved in the normal course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.

     Within 10 Business Days after delivery of the notice, the appropriate
officers of each party will meet at a mutually acceptable time and place, and
thereafter as often as they deem reasonably necessary, to exchange relevant
information and to attempt to resolve the dispute.

     Either party may elect, by giving written notice to the other party, to
escalate any dispute arising out of or relating to the determination of fees
that is not resolved in the normal course of business or by the audit process
set forth in Sections 12.1.2 and 12.1.3, first to the appropriate financial or
accounting officers to be designated by each party.  The designated officers
will meet in the manner described in the preceding paragraph.  If the matter has
not been resolved by the designated officers within 30 days after the notifying
party's notice, either party may elect to escalate the dispute to the
appropriate (as determined by the party) officers in accordance with the prior
paragraphs of this Section 14.1.

     14.2  Unable to Resolve. If a dispute has not been resolved within 60 days
after the notifying party's notice, either party may continue to operate under
this agreement and sue the other party for damages or seek other appropriate
remedies as provided in this agreement. If, and only if, this agreement does not
provide a remedy (as in the case of Sections 3.4 and 4.5, where the parties are
supposed to reach an agreement), then either party may give the other party
written notice that it wishes to resolve the dispute or claim arising out of the
parties' inability to agree under such Sections of this agreement by using the
arbitration procedure set

                                      47
<PAGE>

forth in this Section 14.2. Such arbitration will occur in Kansas City,
Missouri, unless the parties otherwise mutually agree, with the precise location
being as agreed upon by the parties or, absent such agreement, at a location in
Kansas City, Missouri selected by Sprint PCS. Such arbitration will be conducted
pursuant to the procedures prescribed by the Missouri Uniform Arbitration Act,
as amended from time to time, or, if none, pursuant to the rules then in effect
of the American Arbitration Association (or at any other place and by any other
form of arbitration mutually acceptable to the parties). Any award rendered in
such arbitration will be confidential and will be final and conclusive upon the
parties, and a judgment on the award may be entered in any court of the forum,
state or federal, having jurisdiction. The expenses of the arbitration will be
borne equally by the parties to the arbitration, except that each party must pay
for and bear the cost of its own experts, evidence, and attorneys' fees.

     The parties must each, within 30 days after either party gives notice to
the other party of the notifying party's desire to resolve a dispute or claim
under the arbitration procedure in this Section 14.2, designate an independent
arbitrator, who is knowledgeable with regard to the wireless telecommunications
industry, to participate in the arbitration hearing.  The two arbitrators thus
selected will select a third independent arbitrator, who is knowledgeable with
regard to the wireless telecommunications industry, who will act as chairperson
of the board of arbitration.  If, within 15 days after the day the last of the
two named arbitrators is appointed, the two named arbitrators fail to agree upon
the third, then at the request of either party, the third arbitrator shall be
selected pursuant to the rules then in effect of the American Arbitration
Association.  The three independent arbitrators will comprise the board of
arbitration, which will preside over the arbitration hearing and will render all
decisions by majority vote.  If either party refuses or neglects to appoint an
independent arbitrator within such 30-day period, the independent arbitrator who
has been appointed as of the 31st day after the notifying party's notice will be
the sole independent arbitrator and will solely preside over the arbitration
hearing. The arbitration hearing will commence no sooner than 30 days after the
date the last arbitrator is appointed and no later than 60 days after such date.
The arbitration hearing will be conducted during normal working hours on
Business Days without interruption or adjournment of more than 2 Business Days
at any one time or 6 Business Days in the aggregate.

     The arbitrators will deliver their decision to the parties in writing
within 10 days after the conclusion of the arbitration hearing.  The arbitration
award will be accompanied by findings of fact and a statement of reasons for the
decision.  There will be no appeal from the written decision, except as
permitted by applicable law.  The arbitration proceedings, the arbitrators'
decision, the arbitration award, and any other aspect, matter, or issue of or
relating to the arbitration are confidential, and disclosure of such
confidential information is an actionable breach of this agreement.

     Notwithstanding any other provision of this agreement, arbitration will not
be required of any issue for which injunctive relief is properly sought by
either party.

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<PAGE>

     14.3  Attorneys and Intent.  If an officer intends to be accompanied at a
meeting by an attorney, the other party's officer will be given at least 3
Business Days prior notice of the intention and may also be accompanied by an
attorney.  All negotiations under Section 14.1 are confidential and will be
treated as compromise and settlement negotiations for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.

     14.4  Tolling of Cure Periods.  Any cure period under Section 11.3 that is
less than 90 days will be tolled during the pendency of the dispute resolution
process.  Any cure period under Section 11.3 that is 90 days or longer will not
be tolled during the pendency of the dispute resolution process.

                      15.  REPRESENTATIONS AND WARRANTIES

     Each party for itself makes the following representations and warranties to
the other party:

     15.1  Due Incorporation or Formation; Authorization of Agreements.  The
party is either a corporation, limited liability company, or limited partnership
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Manager is qualified to do business and in
good standing in every jurisdiction in which the Service Area is located. The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.

     15.2  Valid and Binding Obligation.  This agreement constitutes the valid
and binding obligation of the party, enforceable in accordance with its terms,
except as may be limited by principles of equity or by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally.

     15.3  No Conflict; No Default.  Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination or award of any governmental authority or any arbitrator,
applicable to such party, (b) any term, condition or provision of the articles
of incorporation, certificate of limited partnership, certificate of
organization, bylaws, partnership agreement or limited liability company
agreement (or other governing documents) of such party or of any material
agreement or instrument to which such party is or may be bound or to which any
of its material properties or assets is subject.

     15.4  Litigation.  No action, suit, proceeding or investigation is pending
or, to the knowledge of the party, threatened against or affecting the party or
any of its properties, assets or businesses in any court or before or by any
governmental agency that could, if adversely determined, reasonably be expected
to have a material adverse effect on the party's ability to perform its
obligations under this agreement.  The party has not received any currently

                                      49
<PAGE>

effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.

                          16.  REGULATORY COMPLIANCE

     16.1  Regulatory Compliance.  Manager will construct, operate, and manage
the Service Area Network in compliance with applicable federal, state, and local
laws and regulations, including Siting Regulations.  Nothing in this Section
16.1 will limit Manager's obligations under Section 2.2 and the remainder of
this Section 16.  Manager acknowledges that failure to comply with applicable
federal, state, and local laws and regulations in its construction, operation,
and management of the Service Area Network may subject the parties and the
License to legal and administrative agency actions, including forfeiture
penalties and actions that affect the License, such as license suspension and
revocation, and accordingly, Manager agrees that it will cooperate with Sprint
PCS to maintain the License in full force and effect.

     Manager will write and implement practices and procedures governing
construction and management of the Service Area Network in compliance with
Siting Regulations.  Manager will make its Siting Regulations practices and
procedures available upon request to Sprint PCS in the manner specified by
Sprint PCS for its inspection and review, and Manager will modify those Siting
Regulations practices and procedures as may be requested by Sprint PCS. Every
six months, and at the request of Sprint PCS, Manager will provide a written
certification from one of Manager's chief officers that Manager's Service Area
Network complies with Siting Regulations.  Manager's first certification of
compliance with Siting Regulations will be provided to Sprint PCS six months
after the date of this agreement.

     Manager will conduct an audit and physical inspection of its Service Area
Network at the request of Sprint PCS to confirm compliance with Siting
Regulations, and Manager will report the results of the audit and physical
inspection to Sprint PCS in the form requested by Sprint PCS.  Manager will bear
the cost of Siting Regulations compliance audits and physical inspections
requested by Sprint PCS.

     Manager will retain for 3 years records demonstrating compliance with
Siting Regulations, including compliance audit and inspection records.  Manager
will make those records available upon request to Sprint PCS for production,
inspection, and copying in the manner specified by Sprint PCS.  Sprint PCS will
bear the cost of production, inspection, and copying.

     16.2  FCC Compliance.  The parties agree to comply with all applicable FCC
rules governing the License or the Service Area Network and specifically agree
as follows:

          (a) The party billing a customer will advise the customer that service
is provided over spectrum licensed to Sprint PCS.  Neither Manager nor Sprint
PCS will

                                      50
<PAGE>

represent itself as the legal representative of the other before the FCC or any
other third party, but will cooperate with each other with respect to FCC
matters concerning the License or the Service Area Network.

          (b) Sprint PCS will use commercially reasonable efforts to maintain
the License in accordance with the terms of the License and all applicable laws,
policies and regulations and to comply in all material respects with all other
legal requirements applicable to the operation of the Sprint PCS Network and its
business.  Sprint PCS has sole responsibility, except as specifically provided
otherwise in Section 2.2, for keeping the License in full force and effect and
for preparing submissions to the FCC or any other relevant federal, state or
local authority of all reports, applications, interconnection agreements,
renewals, or other filings or documents.  Manager must cooperate and coordinate
with Sprint PCS' actions to comply with regulatory requirements, which
cooperation and coordination must include, without limitation, the provision to
Sprint PCS of all information that Sprint PCS deems necessary to comply with the
regulatory requirements.  Manager must refrain from taking any action that could
impede Sprint PCS from fulfilling its obligations under the preceding sentence,
and must not take any action that could cause Sprint PCS to forfeit or cancel
the License.

          (c) Sprint PCS and Manager are familiar with Sprint PCS'
responsibility under the Communications Act of 1934, as amended, and applicable
FCC rules.  Nothing in this agreement is intended to diminish or restrict Sprint
PCS' obligations as an FCC Licensee and both parties desire that this agreement
and each party's obligations under this agreement be in compliance with the FCC
rules.

          (d) Nothing in this agreement will preclude Sprint PCS from permitting
or facilitating resale of Sprint PCS Products and Services to the extent
required or elected under applicable FCC regulations.  Manager will take the
actions necessary to facilitate Sprint PCS' compliance with FCC regulations.  To
the extent permitted by applicable regulations, Sprint PCS will not authorize a
reseller that desires to sell services and products in only the Service Area to
resell Sprint PCS wholesale products and services, unless Manager agrees in
advance to such sales.

          (e) If a change in FCC policy or rules makes it necessary to obtain
FCC consent for the implementation, continuation or further effectuation of any
term or provision of this agreement, Sprint PCS will use all commercially
reasonable efforts diligently to prepare, file and prosecute before the FCC all
petitions, waivers, applications, amendments, rule-making comments and other
related documents necessary to secure and/or retain FCC approval of all aspects
of this agreement.  Manager will use commercially reasonable efforts to provide
to Sprint PCS any information that Sprint PCS may request from Manager with
respect to any matter involving Sprint PCS, the FCC, the License, the Sprint PCS
Products and Services or any other products and services approved under Section
3.2.  Each party will bear its own costs of preparation of the documents and
prosecution of the actions.

                                      51
<PAGE>

          (f) If the FCC determines that this agreement is inconsistent with the
terms and conditions of the License or is otherwise contrary to FCC policies,
rules and regulations, or if regulatory or legislative action subsequent to the
date of this agreement alters the permissibility of this agreement under the
FCC's rules or other applicable law, rules or regulations, then the parties must
use best efforts to modify this agreement as necessary to cause this agreement
(as modified) to comply with the FCC policies, rules, regulations and applicable
law and to preserve to the extent possible the economic arrangements set forth
in this agreement.

          (g) Manager warrants and represents to Sprint PCS that Manager is and
at all times during the Term of this agreement will be in compliance with FCC
rules and regulations regarding limits on classes and amounts of spectrum that
may be owned by Manager.  Manager agrees that in the event that Manager is or at
any time becomes in violation of such rules and regulations, Manager will
promptly take all action necessary and appropriate (other than terminating this
agreement) to cure such violation and comply with such rules and regulations,
including without limitation disposing of its direct or indirect interests in
cellular licenses.

     16.3  Marking and Lighting.  Manager will conform to applicable FAA
standards when Siting Regulations require marking and lighting of Manager's
Service Area Network cell sites. Manager will cooperate with Sprint PCS in
reporting lighting malfunctions as required by Siting Regulations.

     16.4  Regulatory Notices.  Manager will, within 2 Business Days after its
receipt, give Sprint PCS written notice of all oral and written communications
it receives from regulatory authorities (including but not limited to the FCC,
the FAA, state public service commissions, environmental authorities, and
historic preservation authorities) and complaints respecting Manager's
construction, operation, and management of the Service Area Network that could
result in actions affecting the License as well as written notice of the details
respecting such communications and complaints, including a copy of any written
material received in connection with such communications and complaints.
Manager will cooperate with Sprint PCS in responding to such communications and
complaints received by Manager.  Sprint PCS has the right to respond to all such
communications and complaints, with counsel and consultants of its own choice.
If Sprint PCS chooses to respond to such communications and complaints, Manager
will not respond to them without the consent of Sprint PCS, and Manager will pay
the costs of Sprint PCS' responding to such communications and complaints,
including reasonable attorneys' and consultants' fees, investigation costs, and
all other reasonable costs and expenses incurred by Sprint PCS.

     16.5  Regulatory Policy-Setting Proceedings.  Manager will not intervene in
or otherwise participate in a rulemaking, investigation, inquiry, contested
case, or similar regulatory policy setting proceedings before a regulatory
authority concerning the License or

                                      52
<PAGE>

construction, operation, and management of the Service Area Network and the
Sprint PCS business operated using the Service Area Network.

                            17.  GENERAL PROVISIONS

     17.1  Notices.  Any notice, payment, demand, or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, or sent by facsimile (with
acknowledgment received and a copy sent by overnight courier), charges prepaid
and addressed as described on the Notice Address Schedule attached to the Master
Signature Page, or to any other address or number as the person or entity may
from time to time specify by written notice to the other parties.

     All notices and other communications given to a party in accordance with
the provisions of this agreement will be deemed to have been given when
received.

     17.2  Construction.  This agreement will be construed simply according to
its fair meaning and not strictly for or against either party.

     17.3  Headings. The table of contents, section and other headings contained
in this agreement are for reference purposes only and are not intended to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

     17.4  Further Action.  Each party agrees to perform all further acts and
execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes of
this agreement.

     17.5  Counterpart Execution.  This agreement will be executed by affixing
the parties' signatures to the Master Signature Page, which Master Signature
Page, and thus this agreement, may be executed in any number of counterparts
with the same effect as if both parties had signed the same document.  All
counterparts will be construed together and will constitute one agreement.

     17.6  Specific Performance. Each party agrees with the other party that the
party would be irreparably damaged if any of the provisions of this agreement
were not performed in accordance with their specific terms and that monetary
damages alone would not provide an adequate remedy. Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled, at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and provisions
of this agreement.

     17.7  Entire Agreement; Amendments.  The provisions of this agreement, the
Services Agreement and the Trademark License Agreements (including the exhibits
to those

                                      53
<PAGE>

agreements) set forth the entire agreement and understanding between the parties
as to the subject matter of this agreement and supersede all prior agreements,
oral or written, and other communications between the parties relating to the
subject matter of this agreement. Except for Sprint PCS' right to amend the
Program Requirements in accordance with Section 9.2 and its right to
unilaterally modify and amend certain other provisions as expressly provided in
this agreement, this agreement may be modified or amended only by a written
amendment signed by persons or entities authorized to bind each party and, with
respect to the sections set forth for Sprint on the Master Signature Page, the
persons or entities authorized to bind Sprint.

     17.8  Limitation on Rights of Others.  Except as set forth on the Master
Signature Page for Sprint, nothing in this agreement, whether express or
implied, will be construed to give any person or entity other than the parties
any legal or equitable right, remedy or claim under or in respect of this
agreement.

     17.9  Waivers.

          17.9.1  Waivers--General. The observance of any term of this agreement
may be waived (whether generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce the term, but
any waiver is effective only if in a writing signed by the party against which
the waiver is to be asserted. Except as otherwise provided in this agreement, no
failure or delay of either party in exercising any power or right under this
agreement will operate as a waiver of the power or right, nor will any single or
partial exercise of any right or power preclude any other or further exercise of
the right or power or the exercise of any other right or power.

          17.9.2  Waivers--Manager.  Manager is not in breach of any covenant in
this agreement and no Event of Termination will have occurred as a result of the
occurrence of any event, if Manager had delegated to Sprint Spectrum under the
Services Agreement (or any successor to that agreement) responsibility for
taking any action necessary to ensure compliance with the covenant or to prevent
the occurrence of the event.

          17.9.3  Force Majeure. Neither Manager nor Sprint PCS, as the case may
be, is in breach of any covenant in this agreement and no Event of Termination
will occur as a result of the failure of such party to comply with such
covenant, if such party's non-compliance with the covenant results primarily
from:

                  (i)   any FCC order or any other injunction issued by any
     governmental authority impeding the party's ability to comply with the
     covenant;

                  (ii)  the failure of any governmental authority to grant any
     consent, approval, waiver, or authorization or any delay on the part of any
     governmental authority in granting any consent, approval, waiver or
     authorization;

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<PAGE>

                  (iii) the failure of any vendor to deliver in a timely manner
     any equipment or services; or

                  (iv)  any act of God, act of war or insurrection, riot, fire,
     accident, explosion, labor unrest, strike, civil unrest, work stoppage,
     condemnation or any similar cause or event not reasonably within the
     control of such party.

     17.10  Waiver of Jury Trial.  EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     17.11  Binding Effect. Except as otherwise provided in this agreement, this
agreement is binding upon and inures to the benefit of the parties and their
respective and permitted successors, transferees, and assigns, including any
permitted successor, transferee or assignee of the Service Area Network or of
the License. The parties intend that this agreement bind only the party signing
this agreement and that the agreement is not binding on the Related Parties of a
party unless the agreement expressly provides that Related Parties are bound.

     17.12  Governing Law.  The internal laws of the State of Missouri (without
regard to principles of conflicts of law) govern the validity of this agreement,
the construction of its terms, and the interpretation of the rights and duties
of the parties.

     17.13  Severability. The parties intend every provision of this agreement
to be severable. If any provision of this agreement is held to be illegal,
invalid, or unenforceable for any reason, the parties intend that a court
enforce the provision to the maximum extent permissible so as to effect the
intent of the parties (including the enforcement of the remaining provisions).
If necessary to effect the intent of the parties, the parties will negotiate in
good faith to amend this agreement to replace the unenforceable provision with
an enforceable provision that reflects the original intent of the parties.

     17.14  Limitation of Liability.  NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT
OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE SUCH DAMAGES OR
LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION
AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY
ANOTHER PARTY TO THIS AGREEMENT.

                                      55
<PAGE>

     17.15  No Assignment; Exceptions.

            17.15.1  General. Neither party will, directly or indirectly, assign
this agreement or any of the party's rights or obligations under this agreement
without the prior written consent of the other party, except as otherwise
specifically provided in this Section 17.15. Sprint PCS may deny its consent to
any assignment or transfer in its sole discretion except as otherwise provided
in this Section 17.15.

     Any attempted assignment of this agreement in violation of this Section
17.15 will be void and of no effect.

     A party may assign this agreement to a Related Party of the party, except
that Manager cannot assign this agreement to a Related Party that is a
significant competitor of Sprint, Sprint PCS or their respective Related Parties
in the telecommunications business.  Except as provided in Section 17.15.5, an
assignment does not release the assignor from its obligations under this
agreement unless the other party to this agreement consents in writing in
advance to the assignment and expressly grants a release to the assignor.

       Except as provided in Section 17.15.5, Sprint PCS must not assign this
agreement to any entity that does not also own the License covering the Service
Area directly or indirectly through a Related Party.  Manager must not assign
this agreement to any entity (including a Related Party), unless such entity
assumes all rights and obligations under the Services Agreement, the Trademark
License Agreements and any related agreements.

          17.15.2    Assignment Right of Manager to Financial Lender. If Manager
is no longer able to satisfy its financial obligations and other duties, then
Manager has the right to assign its obligations and rights under this agreement
to its Financial Lender, if:

          (a) Manager or Financial Lender provides Sprint PCS at least 10 days
advance written notice of such assignment;

          (b) Financial Lender cures or commits to cure any outstanding material
breach of this agreement by Manager prior to the end of any applicable cure
period.  If Financial Lender fails to make a timely cure then Sprint PCS may
exercise its rights under Section 11;

          (c) Financial Lender agrees to serve as an interim trustee for the
obligations and duties of Manager under this agreement for a period not to
exceed 180 days.  During this interim period, Financial Lender must identify a
proposed successor to assume the obligations and rights of Manager under this
agreement;

          (d) Financial Lender assumes all of Manager's rights and obligations
under the Services Agreement, the Trademark License Agreements and any related
agreements; and

                                      56
<PAGE>

          (e) Financial Lender provides to Sprint PCS advance written notice of
the proposed successor to Manager that Financial Lender has identified
("Successor Notice").  Sprint PCS may give to Financial Lender written notice of
Sprint PCS' decision whether to consent to such proposed successor within 30
days after Sprint PCS' receipt of the Successor Notice.  Sprint PCS may not
unreasonably withhold such consent, except that Sprint PCS is not required to
consent to a proposed successor that:

              (i)   has, in the past, materially breached prior agreements with
     Sprint PCS or its Related Parties;

              (ii)  is a significant competitor of Sprint PCS or its Related
     Parties in the telecommunications business;

              (iii) does not meet Sprint PCS' reasonable credit criteria;

              (iv)  fails to execute an assignment of all relevant documents
     related to this agreement including the Services Agreement and the
     Trademark License Agreements; or

              (v)   refuses to assume the obligations of Manager under this
     Agreement, the Services Agreement, the Trademark License Agreements and any
     related agreements.

     If Sprint PCS fails to provide a response to Financial Lender within 30
days after receiving the Successor Notice, then the proposed successor is deemed
rejected. Any Financial Lender disclosed on the Build-out Plan on Exhibit 2.1 is
                                                                  -----------
deemed acceptable to Sprint PCS.

          17.15.3    Change of Control Rights. If there is a Change of Control
of Manager, then:

          (a) Manager must provide to Sprint PCS advance written notice
detailing relevant and appropriate information about the new ownership interests
effecting the Change of Control of Manager.

          (b) Sprint PCS must provide to Manager written notice of its decision
whether to consent to or reject the proposed Change of Control within 30 days
after its receipt of such notice.  Sprint PCS may not unreasonably withhold such
consent, except that Sprint PCS is not required to consent to a Change of
Control in which:

              (i)    the final controlling entity or any of its Related Parties
     has in the past materially breached prior agreements with Sprint PCS or its
     Related Parties;

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<PAGE>

              (ii)   the final controlling entity or any of its Related Parties
     is a significant competitor of Sprint PCS or its Related Parties in the
     telecommunications business;

              (iii)  the final controlling entity does not meet Sprint PCS'
     reasonable credit criteria;

              (iv)   the final controlling entity fails to execute an assignment
     of all relevant documents related to this agreement including the Services
     Agreement and the Trademark License Agreements; or

              (v)    the final controlling entity or its Related Parties refuse
     to assume the obligations of Manager under this agreement.

          (c) In the event that Sprint PCS provides notice that it does not
consent to the Change of Control, Manager is entitled to either:

              (i)    contest such determination pursuant to the dispute
     resolution procedure in Section 14; or

              (ii)   abandon the proposed Change of Control.

          (d) Nothing in this agreement requires Sprint PCS' consent to:

              (i)    a public offering of Manager that does not result in a
     Change of Control (i.e., a shift from one party being in control to no
     party being in control is not a Change of Control); or

              (ii)   a recapitalization or restructuring of the ownership
     interests of Manager that Manager determines is necessary to:

                     (A) facilitate the acquisition of commercial financing and
          lending arrangements that will support Manager's operations and
          efforts to fulfill its obligations under this agreement; and

                     (B) that does not constitute a Change of Control.

          (e) "Change of Control" means a situation where in any one transaction
or series of related transactions occurring during any 365-day period, the
ultimate parent entity of the Manager changes.  The ultimate parent entity is to
be determined using the Hart-Scott-Rodino Antitrust Improvements Act of 1976
rules. A Change of Control does not occur if:

                                      58
<PAGE>

              (i)    a party changes the form of its organization without
     materially changing their ultimate ownership (e.g., converting from a
     limited partnership to a limited liability company); or

              (ii)   one of the owners of the party on the date of this
     agreement or on the date of the closing of Manager's initial equity
     offering for purposes of financing its obligations under this agreement
     ultimately gains control over the party, unless such party is a significant
     competitor of Sprint PCS or Sprint PCS' Related Parties in the
     telecommunications business.

          17.15.4  Right of First Refusal. Notwithstanding any other provision
in this agreement, Manager grants Sprint PCS the right of first refusal
described below. If Manager determines it wishes to sell an Offered Interest,
upon receiving any Offer to purchase an Offered Interest, Manager agrees to
promptly deliver to Sprint PCS an Offer Notice. The Offer Notice is deemed to
constitute an offer to sell to Sprint PCS, on the terms set forth in the Offer,
all but not less than all of the Offered Interest. Sprint PCS will have a period
of 60 days from the date of the Offer Notice to notify Manager that it agrees to
purchase the Offered Interest on such terms. If Sprint PCS timely agrees in
writing to purchase the Offered Interest, the parties will proceed to consummate
such purchase not later than the 180th day after the date of the Offer Notice.
If Sprint PCS does not agree within the 60-day period to purchase the Offered
Interest, Manager will have the right, for a period of 120 days after such 60th
day, subject to the restrictions set forth in this Section 17, to sell to the
person or entity identified in the Offer Notice all of the Offered Interest on
terms and conditions no less favorable to Manager than those set forth in the
Offer. If Manager fails to sell the Offered Interest to such person or entity on
such terms and conditions within such 120-day period, Manager will again be
subject to the provisions of this Section 17.15.4 with respect to the Offered
Interest.

          17.15.5  Transfer of Sprint PCS Network. Sprint PCS may sell, transfer
or assign the Sprint PCS Network or any of the Licenses, including its rights
and obligations under this agreement, the Services Agreement and any related
agreements, to a third party without Manager's consent so long as the third
party assumes the rights and obligations under this agreement and the Services
Agreement. Manager agrees that Sprint PCS and Sprint PCS' Related Parties will
be released from any and all obligations under and with respect to any and all
such agreements upon such sale, transfer or assignment in accordance with this
Section 17.15.5, without the need for Manager to execute any document to effect
such release.

     17.6 Provision of Services by Sprint Spectrum.  As described in the
Recitals, the party or parties to this agreement that own the Licenses are
referred to in this agreement as "Sprint PCS." Sprint Spectrum will provide most
or all of the services required to be provided by Sprint PCS under this
agreement on behalf of Sprint PCS, other than the services to be rendered by
Manager.  For example, Sprint Spectrum is the party to the contracts relating to
the national distribution network, the roaming and long distance services, and
the

                                      59
<PAGE>

procurement arrangements. Accordingly, Sprint PCS and Manager will deal with
Sprint Spectrum to provide many of the attributes of the Sprint PCS Network.

     17.17  Number Portability.  Manager understands that the manner in which
customers are assigned to the Service Area Network could change as telephone
numbers become portable without any relation to the service area in which they
are initially activated.  To the extent the relationship between NPA-NXX and the
Service Area changes, Sprint PCS will develop an alternative system to attempt
to assign customers who primarily live and work in the Service Area to the
Service Area.  The terms of this agreement will be deemed to be amended to
reflect the new system that Sprint PCS develops.

     17.18  Disclaimer of Agency. Neither party by this agreement makes the
other party a legal representative or agent of the party, nor does either party
have the right to obligate the other party in any manner, except if the other
party expressly permits the obligation by the party or except for provisions in
this agreement expressly authorizing one party to obligate the other.

     17.19  Independent Contractors.  The parties do not intend to create any
partnership, joint venture or other profit-sharing arrangement, landlord-tenant
or lessor-lessee relationship, employer-employee relationship, or any other
relationship other than that expressly provided in this agreement.  Neither
party to this agreement has any fiduciary duty to the other party.

     17.20  Expense.  Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement.  The parties
must not allocate any employee cost or other cost to the other party, except as
otherwise provided in the Program Requirements or to the extent the parties
expressly agree in advance to the allocation.

     17.21  General Terms. (a) This agreement is to be interpreted in accordance
with the following rules of construction:

            (i)   The definitions in this agreement apply equally to both the
singular and plural forms of the terms defined unless the context otherwise
requires.

            (ii)  The words "include," "includes" and "including" are deemed to
be followed by the phrase "without limitation".

            (iii) All references in this agreement to Sections and Exhibits
are references to Sections of, and Exhibits to, this agreement, unless otherwise
specified; and

            (iv)  All references to any agreement or other instrument or statute
or regulation are to it as amended and supplemented from time to time (and, in
the case of a statute or regulation, to any corresponding provisions of
successor statutes or regulations), unless the context otherwise requires.

                                      60
<PAGE>

            (b) Any reference in this agreement to a "day" or number of "days"
(without the explicit qualification of "Business") is a reference to a calendar
day or number of calendar days.  If any action or notice is to be taken or given
on or by a particular calendar day, and the calendar day is not a Business Day,
then the action or notice may be taken or given on the next Business Day.

     17.22  Conflicts with Other Agreements.  The provisions of this Management
Agreement govern over those of the Services Agreement if the provisions
contained in this agreement conflict with analogous provisions in the Services
Agreement.  The provisions of each Trademark License Agreement governs over
those of this agreement if the provisions contained in this agreement conflict
with analogous provisions in a Trademark License Agreement.

     17.23  Survival Upon Termination. The provisions of Sections 10, 11.4,
11.5, 11.6, 12.2, 13, 14, 16 and 17 of this agreement will survive any
termination of this agreement.

     17.24  Announced Transaction.    Sprint Enterprises, L.P., TCI Telephony
Services, Inc., Comcast Telephony Services and Cox Telephony Partnership have
executed a Restructuring and Merger Agreement and related agreements that
provide for restructuring the ownership of Sprint Spectrum L.P., SprintCom,
Inc., PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. Upon
consummation of the transactions contemplated by those agreements, Sprint would
control each of the four entities.  While Sprint and Sprint PCS anticipate the
proposed transactions will be consummated, there can be no assurances.

     17.25  Additional Terms and Provisions. Certain additional and supplemental
terms and provisions of this agreement, if any, are set forth in the Addendum to
Sprint PCS Management Agreement attached hereto and incorporated herein by this
reference. Manager represents and warrants that the Addendum also describes all
existing contracts and arrangements (written or verbal) that relate to or affect
the rights of Sprint PCS or Sprint under this agreement (e.g., agreements
relating to long distance telephone services (Section 3.4) or backhaul and
transport services (Section 3.7)).

     17.26  Master Signature Page.  Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement, which document is incorporated herein
by this reference.

     17.27  Agent Authorization.  Because of the close operational relationship
between the parties listed together below, each entity authorizes the other
entity to act on its behalf in every capacity under this agreement: (a)
WirelessCo, L.P. and Sprint Spectrum L.P.; (b) Cox PCS License, L.L.C. and Cox
Communications PCS, L.P.; (c) APC PCS, LLC and American PCS Communications, LLC;
and (d) PhillieCo, L.P. and PhillieCo Partners I, L.P.

                                      61
<PAGE>

                                   ADDENDUM I
                                      TO
                        SPRINT PCS MANAGEMENT AGREEMENT

MANAGER:                       LOUISIANA UNWIRED, L.L.C.

SERVICE AREA:

#302 MOBILE AL,
#450 TUSCALOOSA AL,
#193 HOT SPRINGS AR,
#257 LITTLE ROCK AR (CLARK, DALLAS, GRANT AND NEVADA COUNTIES IN ARKANSAS ONLY),
#343 PENSACOLA FL,
#42 BILOXI MS,
#94 COLUMBUS MS,
#175 GREENVILLE MS,
#186 HATTIESBURG MS,
#210 JACKSON MS,
#246 LAUREL MS,
#269 MCCOMB MS,
#290 MEMPHIS TN (GRENADA, MONTGOMERY, TALLAHATCHIE AND YALOBUSHA COUNTIES IN
MISSISSIPPI ONLY)
#292 MERIDIAN MS,
#315 NATCHEZ MS,
#449 TUPELO MS,
#455 VICKSBURG MS

         This Addendum contain additional and supplemental terms and provisions
of that certain Sprint PCS Management Agreement (the "MANAGEMENT AGREEMENT")
entered into contemporaneously with and by the same parties as this Addendum.
The terms and provisions of this Addendum control, supersede and amend any
conflicting terms and provisions contained in the Management Agreement. Except
for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

         Capitalized terms used and not otherwise defined in this Addendum have
the meanings ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.

         The Management Agreement is modified as follows:

    1.   REVIEW OF OFFERING DOCUMENTS.  The following sentence is added to the
end of Section 1.7 of the agreement: "Sprint PCS agrees to review and provide a
response regarding any such statement, prospectus or memorandum or any amendment
or supplement thereto in a commercially reasonable period of time."

<PAGE>

    2.   CONTINGENT APPROVAL OF BUILD-OUT PLAN. The following paragraph replaces
the second paragraph of Section 2.1 of the agreement in its entirety:

         Sprint PCS' approval of the Build-out Plan, as set forth in Exhibit
    2.1, is contingent upon its review and approval of the construction and
    design of the Service Area Network. Sprint PCS will notify Manager of any
    noncompliance with the Sprint PCS Technical Program Requirements, and
    Manager agrees to take all necessary actions to bring the Service Area
    Network into compliance with the Sprint PCS Technical Program Requirements.
    Each new or amended Build-out Plan will also become part of Exhibit 2.1.

    3.   IXC SERVICES. The following paragraph replaces Section 3.4 of the
agreement in its entirety:

              3.4 SERVICES. Management must purchase from Sprint long distance
telephony services for the Sprint PCS Products and Services at wholesale rates,
except that Manager may purchase long distance telephony services that utilize
the networks of one or more of AT&T or MCI/WorldCom (or their successors) if
Sprint fails to exercise a right of last offer within 30 days after Manager
gives Sprint a copy of the wholesale rate proposal. Manager may also purchase
long distance telephony services that utilize the network of another inter-
exchange carrier (IXC) (or its successors) (alone or in conjunction with AT&T or
MCI/WorldCom networks) under the circumstances described in the preceding
sentence, so long as such IXC (or its successors) substantially meets Sprint's
network reliability and voice quality standards in force at the time Sprint
receives the proposal. Manager agrees it will not submit a wholesale rate
proposal to Sprint more often than once during any twelve month period.

    4.   ADVERTISING INDEMNITY.  The following Section 6.5 is added to the
agreement:

              "SECTION 6.5  ADVERTISING INDEMNITY.  Should Manager utilize the
         promotion or advertising materials developed by Sprint PCS (a)
         unchanged from their original form as received from Sprint PCS or its
         advertising agency(ies), and (b) only utilizes such materials within
         the time frame that such materials are being used by Sprint PCS, then
         Sprint PCS agrees to indemnify, defend and hold harmless Manager, its
         directors, managers, officers, employees, agents and representatives
         from and against any and all claims, demands, causes of action, losses,
         actions, damages, liability and expense, including costs and reasonable
         attorneys' fees, against Manager, its directors, managers, officers,
         employees, agents and representatives arising from or relating to the
         promotion or advertising materials, except where and to the extent the
         claim, demand, cause of action, loss, action, damage, liability and/or
         expense results solely from the negligence or willful misconduct of
         Manager. If Sprint PCS is obligated to indemnify Manager under this
         Section 6.5, then Manager agrees that Sprint PCS shall have sole
         control over any litigation or settlement."

    5.   AMENDMENTS TO PROGRAM REQUIREMENTS. Section 9.2 is modified by
replacing the period after subsection (e) with ";and", and by adding the
following sentence as a new subsection (f): "(f) Prior to Sprint PCS
unilaterally amending the Inter Service Fee, Sprint PCS will consult and discuss
with Manager any changes in the Inter Service Area Program Requirements, prior
to amending the Inter Service Area Program Requirements."

                                       2
<PAGE>

    6.   SETOFF RIGHTS.  Sprint PCS' setoff rights under Section 10.6 will not
apply to any amounts collected by Sprint PCS from Service Area customers with
respect to products and services (other than Sprint PCS Products and Services
and Manager's Products and Services) that are bundled with Sprint PCS Products
and Services for billing purposes, or to amounts collected by Sprint PCS for
cellular, paging, local exchange and other services that are not provided by
Sprint PCS or a Related Party of Sprint PCS.

    7.   FAILURE TO OBTAIN FINANCING.  If, after using good faith efforts for
six months after the effective date of the Management Agreement, Manager is
unable to obtain its financing described in Exhibit 1.7 on commercially
reasonable terms, the Management Agreement may be terminated by Sprint PCS, but
Sprint PCS agrees it will not exercise any of its rights set forth in Section
11.6 as a result of such termination. Sprint PCS, in its sole discretion, may
extend the six-month period.

    8.   RIGHT OF FIRST REFUSAL.  Sprint PCS' right of first refusal under
Section 17.15.4 will not apply to Manager's sale of an Offered Interest. The
other provisions of Section 17.15 remain in full force and effect.

    9.   FEDERAL CONTRACTOR COMPLIANCE.  A new Section 17.28 is added in the
form attached hereto as Exhibit A and incorporated be reference.

    10.  YEAR 2000. COMPLIANCE.  The following Section 17.29 is added to the
agreement:

         SECTION 17.29  YEAR 2000 COMPLIANCE.  Manager represents and warrants
    that its Service Area Network and any system used to support its Service
    Area Network, including without limitation billing, ordering and customer
    service (for purposes of this Section "Service Area Network"), will be
    capable of correctly processing, providing and receiving date data, as well
    as properly exchanging date data with all products (for example hardware,
    software and firmware) with which its Service Area Network is designed to be
    used and will not malfunction or fail to function due to an inability to
    correctly process date data in conformance with Sprint PCS' requirements for
    "Year 2000 Compliance". If the Service Area Network fails to operate as
    warranted, Manager will, at its own expense, make the necessary repairs,
    replacements or upgrades to properly correct the failure and provide a Year
    2000 Complaint Service Area Network.

         "Year 2000 Compliance" mean the functions, calculations, and other
    computing processes Service Area Network (collectively "Processes") perform
    and otherwise process, date arithmetic, display, print or pass date/time
    data in a consistent manner, regardless of the date in time on which the
    Processes are actually performed or the dates used in such data or the
    nature of the date/time data input, whether before, during or after January
    1, 2000 and whether or not the date/time data is affected by leap years. To
    the extent any part of the Service Area Network is intended to be used in
    combination with other software, hardware or firmware, it will properly
    exchange date/time data with such software, hardware or firmware. The
    Service Area Network will accept and respond to two-digit year-date input,
    correcting or supplementing as necessary, and store, print, display or pass
    date/time data in a manner that is unambiguous as to century. No date/time
    data will cause any part of the Service Area Network to perform an
    abnormally ending routine or function within the Processes or generate
    incorrect final values or invalid results.

    1l.  FINANCING ARRANGEMENTS. Sprint PCS agrees to postpone modifications to
the Management Agreement, and perhaps to the Schedule of Definitions, the
Services Agreement, the Sprint


                                       3

<PAGE>

Trademark and Service Mark License Agreement, and the Sprint Spectrum Trademark
and Service Mark License Agreement, that will enhance Manager's ability to
obtain financing for the Service Area Network. Sprint PCS will not be required
to offer the Manager subsequent modifications offered or agreed to with Other
Managers subsequent to the initial set of modifications.

    12.  CHANGE REGARDING PAYMENT FEES IN SERVICE AGREEMENT.  The second
sentence of Section 3.1 of the Services Agreement is deleted in its entirety and
replaced by the following two sentences: "Except with respect to fees paid for
billing-related services, the monthly charge for any fees based on the number of
subscribers of the Service Area Network will be determined based on the number
of subscribers as of the 15th day of the month for which the charge is being
calculated. With respect to fees paid for billing-related services, the monthly
charge for any fees based on the number of subscribers will be based on the
number of gross activations in the month for which the charge is being
calculated plus the number of subscribers of the Service Area Network on the
last day of the prior calendar month.

    13.  COLUMBUS, NATCHEZ, AND TUPELO BTAs.  The parties agree to investigate
the manner in which Manager can build-out the Sprint PCS Network in the
Columbus, MS (BTA #93), Natchez, MS (BTA #315) and Tupelo, MS (BTA #449) BTAs to
enable both Sprint PCS and Manager to perfect their respective licenses in those
BTAs. If any commercially reasonable strategy is discovered, the parties will
negotiate in good faith to implement a plan intended to accomplish such goal.
Nothing in the paragraph will be construed as imposing any obligation or duty
upon Sprint PCS or Manager to implement any plan or take any action, and neither
party in its sole discretion can elect no to agree to implement such a plan.


                                       4
<PAGE>

                                  ADDENDUM II
                                       TO
                        SPRINT PCS MANAGEMENT AGREEMENT

Manager:            LOUISIANA UNWIRED, L.L.C.

Service Area:       BTA #302 Mobile, AL
                    BTA #450 Tuscaloosa, AL
                    BTA #193 Hot Springs, AR
                    BTA #257 Little Rock, AR (Clark, Dallas, Grant and Nevada
                          counties in Arkansas only)
                    BTA #343 Pensacola, FL
                    BTA #94  Columbus, MS
                    BTA #175 Greenville, MS
                    BTA #186 Hattiesburg, MS
                    BTA #210 Jackson, MS
                    BTA #246 Laurel, MS
                    BTA #269 McComb, MS
                    BTA #290 Memphis, TN (Grenada, Montgomery, Tallahatchie and
                          Yalobusha counties in Mississippi only)
                    BTA #292 Meridian, MS
                    BTA #315 Natchez, MS
                    BTA #449 Tupelo, MS
                    BTA #455 Vicksburg, MS

                    The following markets, which are included in the Service
                    Area and are collectively referred to as the "Type II
                    Markets"):

                    BTA #146 Florence, AL
                    BTA #158 Gadsden, AL
                    BTA #340 Panama City, FL
                    BTA #439 Tallahassee, FL (Jackson County only)
                    BTA #108 Decatur, AL
                    BTA #154 Ft. Walton Beach, FL
                    BTA #17  Anniston, AL
                    BTA #198 Huntsville, AL
                    BTA #415 Selma, AL
                    BTA #305 Montgomery, AL
                    BTA #459 Birmingham, AL (Chilton, Cullman, Talladega,
                          Coosa and Tallapoosa counties only)
                    BTA # 314 Nashville, TN (Maury and Giles county only)


     This Addendum II contains certain additional and supplemental terms and
provisions to that certain Sprint PCS Management Agreement entered into as of
February 8, 1999, by the same parties as this Addendum (the "Management
Agreement"), which Management Agreement was further amended

<PAGE>

by that certain Addendum I, dated February 8, 1999 ("Addendum I") The terms and
provisions of this Addendum both (i) replace in their entirety and supersede the
terms and provisions of Addendum I and (ii) control, supersede and amend any
conflicting terms and provisions contained in the Management Agreement. Except
for express modifications made in this Addendum, the Management Agreement
continues in full force and effect.

     Capitalized terms used and not otherwise defined in this Addendum have the
meanings ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.

     The Management Agreement is modified as follows:

     1.  REVIEW OF OFFERING DOCUMENTS. The following sentence is added to the
end of Section 1.7 of the agreement: "Sprint PCS agrees to review and provide a
response regarding any such statement, prospectus or memorandum or any amendment
or supplement thereto in a commercially reasonable period of time."

     2.  NETWORK CERTIFICATION COSTS. Network Certification Costs, as
contemplated in Exhibit 2.1.1, will be limited to reasonable travel,
transportation, food, lodging and out-of-pocket expenses incurred by Sprint PCS.

     3.  CONTINGENT APPROVAL OF BUILD-OUT PLAN. The following paragraph replaces
the second paragraph of Section 2.1 of the agreement in its entirety:

         Sprint PCS' approval of the Build-out Plan, as set forth in Exhibit
     2.1, is contingent upon its review and approval of the construction and
     design of the Service Area Network. Sprint PCS will notify Manager of any
     noncompliance with the Sprint PCS Technical Program Requirements, and
     Manager agrees to take all necessary actions to bring the Service Area
     Network into compliance with the Sprint PCS Technical Program Requirements.
     Each new or amended Build-out Plan will also become part of Exhibit 2.1.

     4.  SERVICES IN TYPE II MARKETS. In the Type II Markets, Manager will
utilize, and pay the designated fee for, all of the services that are designated
as Type II services in Exhibit 2.1.1, as amended from time to time in accordance
with the terms of the Services Agreement.

     5.  LONG-DISTANCE PRICING. (a) Until Manager purchases long-distances
services from Sprint, the first sentence of Section 3.4 is deleted in its
entirety and replaced, in its place, the following sentence is inserted:

         "Manager must purchase from Sprint long distance telephony services for
     the Sprint PCS Products and Services at wholesale rates, except that
     Manager may purchase long distance telephony services that utilize the
     networks of another long-distance provider if Sprint fails to exercise a
     right of last offer within 30 days after Manager gives Sprint a copy of the
     wholesale rate proposal. Manager may also purchase long distance telephony
     services that utilize the network of another long-distance provider under
     the circumstances described in the preceding sentence, so long as the long-
     distance telephony service of such provider substantially meets Sprint's
     network reliability and voice quality standards in force at the time Sprint
     receives the proposal. Manager agrees it will not submit a wholesale rate
     proposal to Sprint more often than once during any twelve month period."

                                       2
<PAGE>

     (b) Except as set forth in (c) below, at all times after Manager purchases
         long-distance services from Sprint,

          (i) the first sentence of Section 3.4 is deleted in its entirety and
     replaced by the following language:

          Manager must purchase long-distance telephony services from Sprint
          through Sprint PCS both (i) to provide long-distance telephony service
          to users of the Sprint PCS Network and (ii) to connect the Service
          Area Network with the national platforms used by Sprint PCS to provide
          services to Manager under the agreement and/or the Services Agreement.
          Sprint will bill Sprint PCS for such services rendered to Sprint PCS,
          Manager and all Other Managers, and in turn, Sprint PCS will bill
          Manager for the services used by Manager. Manager will be charged the
          same price for such long-distance service as Sprint PCS is charged by
          Sprint plus an additional administrative fee to cover Sprint PCS'
          processing costs.

          (ii) The following sentence is added as a second paragraph in Section
     3.4: "Manager may not resell the long-distance telephony services acquired
     from Sprint under this Section 3.4."; and

          (iii)  Section 3.7 is modified by adding the following language:
     "(other than backhaul services relating to national platform and IT
     application connections, which Manager must purchase from Sprint if Manager
     is a Type I or Type II affiliate as described on Exhibit 2.1.1)" both
     between (A) "Service Area Network" and "if Manager decides to use" in the
     first sentence of the first paragraph and (B) "for these services" and "and
     the agreement was not made" in the first sentence of the second paragraph.

     (c)  If, after Manager has commenced purchasing long-distance services from
          Sprint, Manager delivers to Sprint PCS a copy of a competitive bid
          from one of the companies identified in (a) above (certified by the
          chief executive officer of Manager as an accurate and complete
          description of such bid) to provide long-distance services to Manager,
          and such bid is for a period not less than two years and includes
          transport charges that are at least 15% less than the transport
          charges and administrative fee charged by Sprint, the language in (a)
          above governs until the underlying contract resulting from the
          certified bid terminates, at which time the language in (b) above
          governs.

     6.  ADVERTISING INDEMNITY. The following Section 6.5 is added to the
         agreement:

              "SECTION 6.5   ADVERTISING INDEMNITY. Should Manager utilize the
         promotion or advertising materials developed by Sprint PCS (a)
         unchanged from their original form as received from Sprint PCS or its
         advertising agency(ies), and (b) only utilizes such materials within
         the time frame that such materials are being used by Sprint PCS, then
         Sprint PCS agrees to indemnify, defend and hold harmless Manager, its
         directors, managers, officers, employees, agents and representatives
         from and against any and all claims, demands, causes of action, losses,
         actions, damages, liability and expense, including costs and reasonable
         attorneys' fees, against Manager, its directors, managers, officers,
         employees, agents and representatives arising from or relating to the
         promotion or advertising materials, except where and to the extent the
         claim, demand, cause of action, loss, action, damage, liability and/or
         expense results solely from the negligence or

                                       3
<PAGE>

         willful misconduct of Manager. If Sprint PCS is obligated to indemnify
         Manager under this Section 6.5, then Manager agrees that Sprint PCS
         shall have sole control over any litigation or settlement."

     7.  AMENDMENTS TO PROGRAM REQUIREMENTS. Section 9.2 is modified by
replacing the period after subsection (e) with "; and ", and by adding the
following sentence as a new subsection (f): "(f) Prior to Sprint PCS
unilaterally amending the Inter Service Fee, Sprint PCS will consult and discuss
with Manager any changes in the Inter Service Area Program Requirements, prior
to amending the Inter Service Area Program Requirements."

     8.  SETOFF RIGHTS. Sprint PCS' setoff rights under Section 10.6 will not
apply to any amounts collected by Sprint PCS from Service Area customers with
respect to products and services (other than Sprint PCS Products and Services
and Manager's Products and Services) that are bundled with Sprint PCS Products
and Services for billing purposes, or to amounts collected by Sprint PCS for
cellular, paging, local exchange and other services that are not provided by
Sprint PCS or a Related Party of Sprint PCS.

     9.  FAILURE TO OBTAIN FINANCING. If, after using good faith efforts,
Manager is unable, by October 30, 1999, to obtain its financing described in
Exhibit 1.7 on commercially reasonable terms, the Management Agreement may be
terminated by Sprint PCS, but Sprint PCS agrees it will not exercise any of its
rights set forth in Section 11.6 as a result of such termination. Sprint PCS, in
its sole discretion, may extend this deadline.

     10. RIGHT OF FIRST REFUSAL ON TRANSFER OF EQUITY. Prior to any sale,
assignment or other transfer of any ownership interest in Manager to any party
other than a Related Party of Manager (other than an underwritten public
offering of ownership interests in Manager made pursuant to a registration
statement filed with, and declared effective by, the Securities and Exchange
Commission), the transferring party shall notify Sprint PCS of such transferring
party's intention to transfer and give Sprint PCS a right of first offer to
acquire the interest to be transferred.

     11. COLUMBUS, NATCHEZ AND TUPELO BTAS. Manager will build-out the Sprint
PCS Network in the Columbus, MS (BTA #93), Natchez, MS (BTA #315) and Tupelo,
MS (BTA #449) BTAs to enable both Sprint PCS and Manager to perfect their
respective licenses in those BTAs. The parties will negotiate in good faith to
implement a plan intended to accomplish such goal.

     12. REVISED FINANCING PLAN. Exhibit 1.7 attached to this Addendum
supersedes and replaces in its entirety Exhibit 1.7 attached to the Management
Agreement.

     13. REVISED BUILD-OUT PLAN. Exhibit 2.1 attached to this Addendum
supersedes and replaces in its entirety Exhibit 2.1 attached to the Management
Agreement.

     14. FINANCING. (a) The word "and" is inserted between the words "thereto"
and "before" in the last sentence of Section 1.7.

     (b)  The following paragraph is added at the end of Section 1.7:

              Sprint PCS agrees to propose modifications to the Management
              Agreement, and perhaps to the Schedule of Definitions, the
              Services Agreement, the Sprint Trademark and Service Mark License
              Agreement, and the Sprint Spectrum Trademark and Service Mark
              License Agreement, that will enhance Manager's

                                       4
<PAGE>

              ability to obtain financing for the Service Area Network. Sprint
              PCS will not be required to offer the Manager subsequent
              modifications offered or agreed to with Other Managers subsequent
              to the initial set of modifications.

     15.  VOLUNTARY RESALE OF PRODUCTS AND SERVICES. Section 3.5.2 is modified
by amending the second sentence of the second paragraph in its entirety to read
as follows: "If Manager wants handsets of subscribers of resellers with NPA-NXXs
of Manager to be activated, Manager must agree to comply with the terms of the
program, including its pricing provisions."

     16.  NON-TERMINATION OF AGREEMENT. The following language is added at the
end of Section 11.5.3 and Section 11.6.4: "but such action does not terminate
this agreement."

     17.  ANNOUNCED TRANSACTIONS. Section 17.24 is deleted in its entirety.

     18.  ADDITIONAL TERMS AND PROVISIONS. The phrase "the Addendum also
describes" is deleted from the second sentence of Section 17.25, and the
following language is inserted at the end of that second sentence: "are
described on Exhibit 17.25, and photocopies of any such written agreements have
been delivered to Sprint PCS".

     19.  FEDERAL CONTRACTOR COMPLIANCE. A new Section 17.28, the text of which
is attached as Exhibit A, is added and incorporated by this reference.

     20.  YEAR 2000 COMPLIANCE. The following Section 17.29 is added:

          17.29 YEAR 2000 COMPLIANCE. Sprint PCS and Manager each separately
     represents and warrants that any system or equipment acquired, operated or
     designated by it for use in the Service Area Network or for use to support
     the Service Area Network, including (without limitation) billing, ordering
     and customer service systems, will be capable of correctly processing and
     receiving date data, as well as properly exchanging date data with all
     products (for example, hardware, software and firmware) with which the
     Service Area Network is designed to be used, and will not malfunction or
     fail to function due to an inability to process correctly date data in
     conformance with Sprint PCS requirements for "Year 2000 Compliance." If the
     Service Area Network or any system used to support the Service Area Network
     fails to operate as warranted due to defects or failures in any system or
     equipment selected by Manager (including systems or equipment of third
     party vendors and subcontractors selected by Manager rather than by Sprint
     PCS) Manager will, at its own expense, make the repairs, replacements or
     upgrades necessary to correct the failure and provide a Year 2000 Compliant
     Service Area Network. If the Service Area Network or any system used to
     support the Service Area Network fails to operate as warranted due to
     defects or failures in any systems or equipment selected by Sprint PCS
     (including systems or equipment of third party vendors and subcontractors
     that Sprint PCS selects and requires Manager to use), Sprint PCS will, at
     its own expense, make the repairs, replacements or upgrades necessary to
     correct the failure and provide a Year 2000 Compliant Service Area Network.

          "Year 2000 Compliance" means the functions, calculations, and other
     computing processes of the Service Area Network (collectively "Processes")
     that perform and otherwise process, date-arithmetic, display, print or pass
     date/time data in a consistent manner, regardless of the date in time on
     which the Processes are actually performed or the dates used in such data
     or the nature of the date/time data input, whether before, during or after
     January 1, 2000 and whether or not the date/time data is affected by leap
     years. To the extent any part of the Service

                                       5

<PAGE>

     Area Network is intended to be used in combination with other software,
     hardware or firmware, it will properly exchange date/time data with such
     software, hardware or firmware. The Service Area Network will accept and
     respond to two-digit year-date input, correcting or supplementing as
     necessary, and store, print, display or pass date/time data in a manner
     that is unambiguous as to century. No date/time data will cause any part of
     the Service Area Network to perform an abnormally ending routine or
     function within the Processes or generate incorrect final values or invalid
     results.

     21.  PAYMENT OF FEES UNDER SERVICES AGREEMENT. The second sentence of
Section 3.1 of the Services Agreement is deleted in its entirety and replaced by
the following two sentences:

     Except with respect to fees paid for billing-related services, the monthly
     charge for any fees based on the number of subscribers of the Service Area
     Network will be determined based on the number of subscribers as of the
     15th day of the month for which the charge is being calculated. With
     respect to fees paid for billing-related services, the monthly charge for
     any fees based on the number of subscribers will be based on the number of
     gross activations in the month for which the charge is being calculated
     plus the number of subscribers of the Service Area Network on the last day
     of the prior calendar month.

     22.  POST-TERMINATION NON-COMPETE. The following language is added as
Section 1.17 to the Exhibit 11.8:

     Notwithstanding anything in the agreement to the contrary, if the agreement
     terminates because of Manager's purchase of the Disaggregated License,
     Sprint PCS will not, for three years after the date of the termination
     compile, create or use for the purpose of selling merchandise or services,
     or sell, transfer or otherwise convey to a third party, a list of
     customers, who have been transferred to Manager under Section 11.4(d), who
     purchased, leased or used any Sprint PCS Products and Services. Sprint PCS
     may use such a list for its own internal analysis of its business practices
     and operations and Sprint PCS agrees not to solicit such customers directly
     for 2 years after the termination of this agreement, except that Sprint
     PCS' advertising through mass media or bulk mailings will not be considered
     a solicitation of Manager's customers.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to
be executed this 31st day of August, 1999.

                                        LOUISIANA UNWIRED, LLC

                                        By: /s/ Robert Piper
                                           ----------------------------
                                           Name:  Robert Piper
                                           Title: President

                                        SPRINTCOM, INC.

                                        By: /s/ B. A. Bianchino
                                           ----------------------------
                                           Name:  B. A. Bianchino
                                           Title: Senior VP


                                       6
<PAGE>

                                        SPRINT SPECTRUM L.P.

                                        By: /s/ Bernie Bianchino
                                           ----------------------------
                                           Name:  Bernie Bianchino
                                           Title: Chief Business Development
                                                  Officer

                                        WIRELESSCO, L.P.

                                        By: /s/ Bernie Bianchino
                                           ----------------------------
                                           Name:  Bernie Bianchino
                                           Title: Chief Business Development
                                                  Officer


                                        SPRINT COMMUNICATIONS COMPANY, L.P.

                                        By: /s/ Thomas E. Weigman
                                           ----------------------------
                                           Name:  Thomas E. Weigman
                                           Title: Senior Vice President -
                                                  Consumer Market Strategy
                                                  and Communications

                                       7

<PAGE>

                            Schedule of Definitions


     This Schedule of Definitions is the "Schedule of Definitions" referred to
                                          -----------------------
in and incorporated by reference under the Management Agreement, Services
Agreement, and Trademark License Agreements (as such agreements are defined
below).  Whenever the phrase "this agreement" is used below, such phrase refers
to the particular agreement under whose terms this Schedule of Definitions is
being applied in that instance.  If citations to sections or exhibits of
different agreements are included in a definition, the citation to the
particular agreement under whose terms this Schedule of Definitions is being
applied controls to the exclusion of the citations to different agreements.

     The following words and phrases used in this agreement have the following
meanings:

     "Addendum" means any addendum attached to this agreement that contains the
amendments to this agreement; such Addendum is expressly incorporated as a part
of this agreement.

     "Affiliation Agreement" means any and all of the agreements, known as
Sprint PCS Affiliation Agreements, whereby an affiliate and Sprint PCS and/or
one or more of Sprint PCS' Related Parties agree to the terms and conditions
under which such affiliate will manage the Service Area Network identified in
such agreement, using such Affiliate's own PCS license issued by the FCC and any
documents incorporated by reference in such agreement.

     "Agent" has the meaning set forth in Section 3.1 of the Sprint Spectrum
Trademark and Service Mark License Agreement or Section 3.1 of the Sprint
Trademark and Service Mark License Agreement.

     "Arbiter" has the meaning set forth in Section 12.1.3 of the Management
Agreement or Section 5.1.3 of the Services Agreement.

     "Available Services" means those categories of services listed on Exhibit
                                                                       -------
2.1.1 to the Services Agreement (as the same may be amended from time to time by
-----
Sprint Spectrum and made available to Manager under the terms of the Services
Agreement).

     "Available Services and Fees Schedule" means that schedule set forth on
Exhibit 2.1.1 to the Services Agreement, which sets forth the Available Services
-------------
offered from time to time and the fees charged for such Available Services.

     "Bankruptcy" means, for the purposes of the Trademark License Agreements,
either a Voluntary Bankruptcy or an Involuntary Bankruptcy.
<PAGE>

     "Brands" means the Sprint PCS Brands and the Sprint Brands.

     "BTA" means a Basic Trading Area for which a Basic Trading Area (BTA)
license is issued by the FCC.

     "Build-out Plan" means the plan agreed upon by Manager and Sprint PCS,
along with any modifications and updates to the plan, respecting the
construction and design of the Service Area Network, a copy of which is attached
as Exhibit 2.1 to the Management Agreement.
   -----------

     "Business Day" means a day of the year that banks are not required or
authorized to close in the State of New York.

     "Cancelled Service" has the meaning set forth in Section 3.2 of the
Services Agreement.

     "CDMA" means code division multiple access.

     "Change of Control" has the meaning set forth in Section 17.15.3 of the
Management Agreement.

     "Collected Revenues" has the meaning set forth in Section 10.4 of the
Management Agreement.

     "Confidential Information" means all Program Requirements, guidelines,
standards, and programs, the technical, marketing, financial, strategic and
other information provided by each party under the Management Agreement,
Services Agreement, and Trademark License Agreements, and any other information
disclosed by one party to the other party pursuant to the Management Agreement,
Services Agreement, and Trademark License Agreements that is not specifically
excluded by Section 12.2 of the Management Agreement.  In addition to the
preceding sentence, "Confidential Information" has the meaning set forth in
Section 3.1 of the Sprint Spectrum Trademark and Service Mark License Agreement
or Section 3.1 of the Sprint Trademark and Service Mark License Agreement.

     "Controlled Related Party" means the Parent of any Person and each
Subsidiary of such Parent. As used in Section 1.2 and Article 3 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 1.2 and Article
3 of the Sprint Trademark and Service Mark License Agreement, the term
"Controlled Related Party" will also include any Related Party of a Person that
such Person or its Parent can directly or indirectly unilaterally cause to take
or refrain from taking any of the actions required, prohibited or otherwise
restricted by such Section, whether through ownership of voting securities,
contractually or otherwise.

                                       2
<PAGE>

     "Default Rate" means the rate per annum (computed on the basis of the
actual number of days elapsed in a year of 365 or 366 days, as applicable),
compounded monthly, equal to the Prime Rate (adjusted as and when changes in the
Prime Rate occur) plus five percent (5%).

     "Disaggregated License" means that portion of the License that Manager may
or is required to purchase under Section 11 of the Management Agreement from
Sprint PCS under certain circumstances, after Sprint PCS' receipt of FCC
approval of the necessary disaggregation and partition, which portion comprises
no less than the amount of spectrum sufficient to operate one duplex CDMA
carrier (including the required guard bands) within the PCS Spectrum, and no
more than 10 MHz of the Spectrum (at Manager's designation) covering the Service
Area, and which includes the frequencies then in use in the Service Area Network
and, if applicable, adjacent frequencies, so long as such frequencies in the
aggregate do not exceed 10 MHz.

     "Dispute Notice" has the meaning set forth in Section 12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

     "Dispute Notice Date" has the meaning set forth in Section 12.1.3 of the
Management Agreement or Section 5.1.3 of the Services Agreement.

     "Encumbrances" has the meaning set forth in Section 5.1(a) of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 5.1(a) of the
Sprint Trademark and Service Mark License Agreement.

     "Entire Business Value" has the meaning set forth in Section 11.7.3 of the
Management Agreement.

     "Event of Termination" means any of the events described in Section 11.3 of
the Management Agreement.  For the purposes of the Sprint Spectrum Trademark and
Service Mark License Agreement only, "Event of Termination" has the meaning set
forth in Section 13.2 of that agreement.  For the purposes of the Sprint
Trademark and Service Mark License Agreement only, "Event of Termination" has
the meaning set forth in Section 13.2 of that agreement.

     "FAA" means the Federal Aviation Administration.

     "FCC" means the Federal Communications Commission.

     "Financial Lender" means any and all of those commercial and financial
institutions that provide material credit to Manager for the purpose of
assisting Manager with the fulfillment of its obligations and duties under this
agreement.

                                       3
<PAGE>

     "fixed wireless local loop" has the meaning set forth in Section 2.4 of the
Management Agreement.

     "home service area" means the geographic area within which a customer can
make a local call on the customer's PCS phone (i.e., the customer does not incur
an extra charge).

     "Inbound Roaming" means calls placed by a non-Sprint PCS Network customer
on the Sprint PCS Network.

     "Indemnitee" and "Indemnitor" have the meanings set forth in Section 13.3.1
of the Management Agreement or Section 6.3.1 of the Services Agreement.

     "Initial Term" has the meaning set forth in Section 11.1 of the Management
Agreement.

     "Involuntary Bankruptcy" has the meaning set forth in Section 11.3.7 of the
Management Agreement.

     "Law" means all laws (statutory or otherwise), ordinances, rules,
regulations, bylaws, Orders and codes of all governmental and regulatory
authorities, whether United States Federal, state or local, which are applicable
to the Sprint PCS Products and Services.

     "License" means the PCS license(s) issued by the FCC described on the
Service Area Exhibit to the Management Agreement.
--------------------

     "Licensed Marks" means the trademarks and service marks referred to in the
Recitals section of the Trademark License Agreement under whose terms this
definition is being applied, and such other marks as may be adopted and
established under said agreement from time to time.

     "Licensee" has the meaning set forth in the introductory paragraph to the
particular agreement under whose terms this definition is being applied.

     "Licensor" has the meaning set forth in the introductory paragraph to the
particular agreement under whose terms this definition is being applied.

     "local calling area" means the geographic area within which a customer can
make a local call on the customer's PCS handset without incurring a long
distance charge.

                                       4
<PAGE>

     "Loss" means any and all damage, loss, liability, claim, out-of-pocket cost
and expense, including reasonable expenses of investigation and reasonable
attorneys' fees and expenses, but excluding consequential or special damages.

     "Management Agreement" means that certain Sprint PCS Management Agreement
executed by Manager and Sprint PCS and any documents incorporated by reference
in said agreement.

     "Manager" means the party to this agreement as indicated in the
introductory paragraph of this agreement.

     "Manager Management Report" has the meaning set forth in Section 12.1.2 of
the Management Agreement.

     "Manager's Products and Services" means all types and categories of
wireless communications services and associated products that are offered by
Manager in the Service Area under Section 3.2 of the Management Agreement.

     "Marketing Communications Guidelines" means the guidelines issued by Sprint
or Sprint PCS in accordance with Section 5.2 of the Management Agreement with
respect to the marketing, promotion, advertising, distribution, lease and sale
of Sprint PCS Products and Services, as they may be amended from time to time by
Sprint or Sprint PCS in accordance with the terms of the Trademark License
Agreements.

     "Master Signature Page" means the document that the parties to the
Management Agreement, Services Agreement and/or one or more of the Trademark
License Agreements sign to evidence their agreement to execute, become a party
to and be bound by each of the agreements, or parts thereof, listed above the
particular party's signature on such Master Signature Page.

     "MFN price" or "Most Favored Nation price" means, with respect to resale,
the best local market price offered to any third party for the purchase of air
time on Manager's network including but not limited to any third party who may
use the air time for its own wireless communications services or resell the air
time, and, with respect to roaming, the lowest roaming charge of Manager to
other wireless carriers when their customers roam on the Service Area Network.

     "MIN" means the 24-bit mobile identification number corresponding to the 7-
digit telephone number assigned to the handset, used for both billing and
receiving calls.

     "MTA" means a Major Trading Area for which a MTA license is issued by the
FCC.

                                       5
<PAGE>

     "New Coverage" means the build-out in the Service Area that is in addition
to the build-out required under the then-existing Build-out Plan, which build-
out Sprint PCS or Manager decides should be built-out.

     "Notice Address Schedule" means the schedule attached to the Master
Signature Page that provides the mailing and courier delivery addresses, and the
facsimile number, for giving notices to each of the parties signing the Master
Signature Page. The Notice Address Schedule may include supplemental addresses
that serve as additional or alternate notice addresses for use by the parties in
specifically prescribed situations.

     "NPA-NXX" means as follows: "NPA" means numbering plan area, which is the
area code for a telephone number. "NXX" refers to the first three digits of a
telephone number, which identify the specific telephone company central office
that serves that number.

     "Offer" means an offer received by Manager to sell substantially all of the
assets comprising or used in connection with the operation and management of the
Service Area Network or any portion of the Service Area Network.

     "Offer Notice" means a written notice given by Manager to Sprint PCS that
sets forth in detail the terms and conditions of an Offer and the name and
address of the person or entity making the Offer.

     "Offered Interest" means the assets that Manager proposes to sell pursuant
to an Offer.

     "Operating Assets" means the assets Manager or its Related Parties owns and
uses in connection with the operation of the Service Area Network, at the time
of termination, to provide the Sprint PCS Products and Services. Operating
Assets does not include items such as furniture, fixtures and buildings that
Manager or its Related Parties use in connection with other businesses. Examples
of Operating Assets include without limitation: switches, towers, cell sites,
systems, records and retail stores.

     "Operational Level of Sprint PCS" means the average operational level of
all the service area networks operated by Sprint PCS and its Related Parties
without the use of a manager or affiliate, as measured by Sprint PCS, unless the
operational level, as measured by Sprint PCS, of all of the service area
networks operated by Sprint PCS and its Related Parties without the use of a
manager or affiliate that are contiguous to the Service Area are below the
national average, in which case "Operational Level of Sprint PCS" means the
average operational level of those contiguous service area networks.

                                       6
<PAGE>

     "Order" means any order, writ, injunction, decree, judgment, award or
determination of any court or governmental or regulatory authority.

     "Other Managers" means any person or entity with which Sprint PCS has
entered into an agreement similar to this agreement or an Affiliation Agreement,
including without limitation an affiliate under an Affiliation Agreement or a
manager under another Management Agreement, under which the person or entity
designs, constructs and manages a service area network and offers and promotes
Sprint PCS Products or Services.

     "Outbound Roaming" means calls placed by a Sprint PCS Network customer on a
non-Sprint PCS network.

     "Parent" means, with respect to any Person, the ultimate parent entity (as
determined in accordance with the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the rules and regulations promulgated thereunder) of such Person;
except that if such ultimate parent entity is an individual, the Parent will be
the highest entity in the ownership chain from the ultimate parent entity to and
including such Person that is not an individual.

     "parties" means, with respect to the Management Agreement, Sprint PCS and
Manager. For the purpose of the services Agreement only, "parties" means Sprint
Spectrum and Manager. Sprint is not a party to the Management Agreement, except
to the limited extent described on the signature page executed on behalf of
Sprint. For the purpose of the Trademark License Agreements only, "parties"
means Licensor and Licensee.

     "PCS" means a radio communication system authorized under the rules for
broadband personal communications services designated as Subpart E of Part 24 of
the FCC's rules, including the network, marketing, distribution, sales, customer
interface and operations functions relating thereto.

     "PCS Spectrum" means the range of frequencies that Sprint PCS is authorized
to use under the License.

     "Permitted Assignee" means any assignee of the rights and obligations of
Licensee pursuant to an assignment consented to in writing by Licensor, in its
sole discretion, in accordance with Section 14.1 of the Sprint Spectrum
Trademark and Service Mark License Agreement or Section 14.1 of the Sprint
Trademark and Service Mark License Agreement, or any subsequent permitted
assignee of any such permitted assignee.

                                       7
<PAGE>

     "Person" means any individual, partnership, limited partnership, limited
liability company, corporation, trust, other business association or business
entity, estate, or other entity.

     "pops" means the population covered by a license or group of licenses.
Unless otherwise noted, as used in the Management Agreement, pops means the most
recent Rand-McNally Population Survey estimate of the population of a geographic
area.

     "Premium and Promotional Items" means all items, including clothing,
memorabilia and novelties, used to display the Licensed Marks for the purpose of
promoting the awareness, sale or image of the Sprint PCS Products and Services;
provided, however, that Premium and Promotional Items does not include marketing
and advertising materials prepared by Licensee that are subject to the Marketing
Communications Guidelines (e.g. printed materials such as bill stuffers,
brochures and similar materials).

     "Prime Rate" means the rate announced from time to time by The Chase
Manhattan Bank, or its successor(s), as its prime rate.

     "Program Requirements" means the standards, guidelines, plans, policies and
programs established by Sprint PCS from time to time regarding the operation and
management of the Service Area Network and the Sprint PCS business operated
using the Service Area Network, including the Program Requirements set forth in
Sections 4.1, 4.2, 4.3, 7.2 and 8.1 of the Management Agreement.  Sprint PCS may
also implement Program Requirements respecting a voluntary resale program, as
defined in Section 3.5.2 of the Management Agreement.

     "Purchase Notice" has the meaning set forth in Section 1.2 of Exhibit 11.8
                                                                   ------------
to the Management Agreement.

     "Quality Standards" has the meaning set forth in Section 2.1(a) of the
Sprint Spectrum Trademark and Service Mark License Agreement or Section 2.1(a)
of the Sprint Trademark and Service Mark License Agreement.

     "Rand-McNally Population Survey" means the most recent population survey
published by Rand-McNally or, if Rand-McNally no longer publishes the surveys,
then the most recent population survey published by any successor organization
to Rand-McNally or, if no such organization exists, an organization selected by
Sprint PCS that provides surveys similar to the Rand-McNally surveys.

     "Receiving Party" has the meaning set forth in Section 3.1 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

                                       8
<PAGE>

     "Related Equipment" means customer-controlled equipment for use in
connection with the Sprint PCS Products and Services including telephones,
wireless handsets and related accessories, PCMCIA cards, "smart" cards, PDA's,
PBX's, set-top boxes and data terminals.

     "Related Party" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with the Person. For purposes of the
Management Agreement, Sprint Spectrum, SprintCom, American PCS Communications,
LLC, PhillieCo Partners I, L.P., and Cox Communications PCS, L.P. will be deemed
to be Related Parties. For purposes of this definition, the term "controls"
(including its correlative meanings "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

     "Restricted Party" has the meaning set forth in Section 3.1 of the Sprint
Spectrum Trademark and Service Mark License Agreement or Section 3.1 of the
Sprint Trademark and Service Mark License Agreement.

     "Selected Services" means those Available Services selected by Manager to
be provided by Sprint Spectrum under Section 2.1 of the Services Agreement.  An
Available Service will not be treated as a Selected Service until Sprint
Spectrum begins providing that service.

     "Service Area" means the geographic area described on the Service Area
                                                               ------------
Exhibit to the Management Agreement.
-------

     "Service Area Network" means the network and business activities managed by
Manager under the Management Agreement in the Service Area under the License.

     "Services Agreement" means that certain Sprint PCS Services Agreement
executed by Manager and Sprint Spectrum and any documents incorporated by
reference in said agreement, whereby Manager may delegate the performance of
certain services to Sprint PCS for fees that represent an adjustment of the fees
paid by Sprint PCS to Manager under Section 10 of the Management Agreement.

     "Siting Regulations" means:

          (1) FCC regulations governing tower siting, lighting, marking,
     monitoring, and reporting of lighting malfunctions as set forth in 47 CFR
     (S)(S)17.1 through 17.58, and as may be amended;

                                       9
<PAGE>

          (2) FAA regulations governing tower siting, lighting, marking,
     monitoring, and reporting of lighting malfunctions as set forth in 14 CFR
     (S)(S)77.1 through 77.75, and as may be amended;

          (3) FCC land use regulations as set forth in 47 CFR (S)(S)1.1301
     through 1.1319, and as may be amended; and

          (4) FCC radio frequency exposure regulations as set forth in 47 CFR
     (S)(S)1.1301 through 1.1319, and as may be amended.

     "spectrum" has the same meaning as PCS Spectrum.

     "Sprint" means Sprint Communications Company, L.P., a Delaware limited
partnership.

     "Sprint Brands" means the "Licensed Marks" as that term is defined under
the Sprint Trademark and Service Mark License Agreement.

     "Sprint PCS" means any or all of the following Related Parties who are
License holders and signatories to the Management Agreement: Sprint Spectrum
L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation,
PhillieCo Partners I, L.P., a Delaware limited partnership, Cox Communications
PCS, L.P., a Delaware limited partnership, and American PCS Communications, LLC,
a Delaware limited liability company.  Each entity listed above is a Related
Party to each of the other listed entities.

     "Sprint PCS Affiliation Agreement" has the same meaning as Affiliation
Agreement.

     "Sprint PCS Brands" means the "Licensed Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

     "Sprint PCS Communications Policies" means the policies established in
accordance with Section 6.4 of the Management Agreement with respect to public
relations development, maintenance and management, as they may be amended from
time to time by Sprint PCS in accordance with the terms of the Management
Agreement.

     "Sprint PCS Customer Service Program Requirements" means the program and
requirements established in accordance with Section 8.1 of the Management
Agreement with respect to customer service development, maintenance and
management, as it may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

                                      10
<PAGE>

     "Sprint PCS Customer Service Standards" means those customer service
standards developed by Sprint PCS with respect to customer service and
maintenance as described in Section 81 of the Management Agreement, as it may be
amended from time to time by Sprint PCS in accordance with the terms of the
Management Agreement.

     "Sprint PCS Insurance Requirements" means the insurance requirements
developed by Sprint PCS as described in Section 12.3 of the Management
Agreement, as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

     "Sprint PCS Management Agreement" has the same meaning as Management
Agreement.

     "Sprint PCS National Accounts Program Requirements" means the program and
requirements established in accordance with Section 42 of the Management
Agreement with respect to national accounts development, maintenance and
management, as it may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

     "Sprint PCS National or Regional Distribution Program Requirements" means
any distribution program and requirements established in accordance with Section
4.1 of the Management Agreement, as it may be amended from time to time by
Sprint PCS in accordance with the terms of the Management Agreement, and entered
into by Sprint PCS or its Related Parties and a third-party distributor (for
example, a national chain of retail electronics stores) from time to time, under
which the third party will distribute, lease, or sell Sprint PCS Products and
Services on a national or regional basis.  The term "distributor" means a
reseller of Sprint PCS Products and Services, or an agent of Sprint PCS
authorized to sell Sprint PCS Products and Services on behalf of Sprint PCS, or
a person engaged in any other means of wholesale or retail distribution of
Sprint PCS Products and Services.

     "Sprint PCS Network" means the national wireless network and business
activities to be developed by Sprint PCS, Manager and Other Managers in the
United States and certain of its territories and possessions, which network
includes the Service Area Network.

     "Sprint PCS Products and Services" means all types and categories of
wireless communications services and associated products that are designated by
Sprint PCS (whether now existing or developed and implemented in the future) as
products and services to be offered by Sprint PCS, Manager and all Other
Managers as the products and services of the Sprint PCS Network for fixed and
mobile voice, short message and other data services under the FCC's rules for
broadband personal

                                      11
<PAGE>

communications services, including all local area service plans. Sprint PCS
Products and Services do not include wireline products or services, including
local exchange service, wireline long distance service, and wireline based
Internet access.

     "Sprint PCS Roaming and Inter Service Area Program Requirements" means:

          (i) the roaming program and requirements established in accordance
with Section 43 of the Management Agreement, as amended from time to time by
Sprint PCS in accordance with the terms of the Management Agreement, to provide
for customers from a carrier not associated with the Sprint PCS Network to
operate the customer's handset on the Sprint PCS Network and for customers from
the Sprint PCS Network (whether customers of Sprint PCS, Manager or an Other
Manager) to operate the customer's handset on a network of a carrier not
associated with the Sprint PCS Network, and

          (ii) the program established in accordance with Section 43 of the
Management Agreement, as amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement, to provide for customers from one
Service Area on the Sprint PCS Network, whether managed by Sprint PCS, Manager,
or an Other Manager, to operate the customer's handsets and otherwise receive
seamless service, regardless of whether the customer makes its call to or from
the Sprint PCS Network and regardless of whether the customer is a customer of
Sprint PCS, Manager or an Other Manager.

     "Sprint PCS Technical Program Requirements" means the operating and
technical performance standards established by Sprint PCS, in accordance with
Section 7.2 of the Management Agreement, as amended from time to time by Sprint
PCS in accordance with the terms of the Management Agreement, for the Sprint PCS
Network as they may be amended from time to time by Sprint PCS in accordance
with the terms of the Management Agreement.

     "Sprint Spectrum" means Sprint Spectrum L.P., a Delaware limited
partnership.

     "Sprint Spectrum Brands" means the "Licensed Marks" as that term is defined
under the Sprint Spectrum Trademark and Service Mark License Agreement.

     "Sprint Spectrum Trademark and Service Mark License Agreement" means that
certain Sprint Spectrum Trademark and Service Mark License Agreement executed by
Manager and Sprint Spectrum and any documents incorporated by reference in said
agreement.

                                      12
<PAGE>

     "Sprint Trademark and Service Mark License Agreement" means that certain
Sprint Trademark and Service Mark License Agreement executed by Manager and
Sprint and any documents incorporated by reference in said agreement.

     "SprintCom" means SprintCom, Inc., a Kansas corporation.

     "Subsidiary" of any Person as of any relevant date means a corporation,
company or other entity (i) more than 50% of whose outstanding shares or equity
securities are, as of such date, owned or controlled, directly or indirectly
through one or more Subsidiaries, by such Person, and the shares or securities
so owned entitle such Person and/or Subsidiaries to elect at least a majority of
the members of the board of directors or other managing authority of such
corporation, company or other entity notwithstanding the vote of the holders of
the remaining shares or equity securities so entitled to vote or (ii) which does
not have outstanding shares or securities, as may be the case in a partnership,
joint venture or unincorporated association, but more than 50% of whose
ownership interest is, as of such date, owned or controlled, directly or
indirectly through one or more Subsidiaries, by such Person, and in which the
ownership interest so owned entitles such Person and/or Subsidiaries to make the
decisions for such corporation, company or other entity.

     "Successor Notice" has the meaning set forth in Section 17.15.2(e) of the
Management Agreement.

     "Term" means during the term of the Management Agreement, including the
Initial Term and any renewal terms.

     "Trademark and Service Mark Usage Guidelines" means the rules governing the
depiction and presentation of the Licensed Marks then generally in use by
Licensor, to be furnished by Licensor to Licensee, as the same may be amended
and updated from time to time by Licensor.

     "Trademark License Agreements" means the Sprint Trademark and Service Mark
License Agreement and the Sprint Spectrum Trademark and Service Mark License
Agreement.

     "Type II Report" has the meaning set forth in Section 12.1.2 of the
Management Agreement.

     "Voluntary Bankruptcy" has the meaning set forth in Section 11.3.7 of the
Management Agreement.

                                      13
<PAGE>

     "wireless mobility communications network" means a radio communications
system operating in the 1900 MHz spectrum range under the rules designated as
Subpart E of Part 24 of the FCC's rules.

                                      14
<PAGE>

                                   SPRINT PCS


                               SERVICES AGREEMENT

                                    BETWEEN

                              SPRINT SPECTRUM L.P.

                                      AND
                            _______________________


                               FEBRUARY 8, 1999
<PAGE>

                               TABLE OF CONTENTS

                                                                      Page
                                                                     ------
1.  ENGAGEMENT OF SPRINT SPECTRUM...................................    1
    1.1  ENGAGEMENT OF SPRINT SPECTRUM..............................    1
    1.2  RELIANCE ON MANAGER........................................    2
    1.3  NON-EXCLUSIVE SERVICE......................................    2
    1.4  MANAGER'S USE OF SERVICES..................................    2

2.  SERVICES........................................................    2
    2.1  AVAILABLE SERVICES; SELECTED SERVICES......................    2
          2.1.1  AVAILABLE SERVICES.................................    2
          2.1.2  SELECTED SERVICES..................................    3
          2.1.3  CHANGES TO SELECTED SERVICES.......................    3
          2.1.4  PERFORMANCE OF SELECTED SERVICES...................    3
    2.2  THIRD PARTY VENDORS........................................    3
    2.3  CONTRACTS..................................................    4

3.  FEES FOR SELECTED SERVICES......................................    4
    3.1  PAYMENT OF FEES............................................    4
    3.2  ADJUSTMENT OF FEES.........................................    4
    3.3  LATE PAYMENTS..............................................    4
    3.4  TAXES......................................................    5

4.  TERM; TERMINATION; EFFECT OF TERMINATION........................    5
    4.1  TERM.......................................................    5
    4.2  EFFECT OF TERMINATION......................................    5

5.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION.....................    5
    5.1  BOOKS AND RECORDS..........................................    5
          5.1.1  GENERAL............................................    5
          5.1.2  AUDIT..............................................    6
          5.1.3  CONTESTING AN AUDIT................................    6
    5.2  CONFIDENTIAL INFORMATION...................................    7

6.  INDEMNIFICATION.................................................    8
    6.1  INDEMNIFICATION BY SPRINT SPECTRUM.........................    8
    6.2  INDEMNIFICATION BY MANAGER.................................    9
    6.3  PROCEDURE..................................................    9
          6.3.1  NOTICE.............................................    9
          6.3.2  DEFENSE BY INDEMNITOR..............................   10
          6.3.3  DEFENSE BY INDEMNITEE..............................   10
          6.3.4  COSTS..............................................   10

                                       i
<PAGE>

7.  DISPUTE RESOLUTION..............................................   10
    7.1  NEGOTIATION................................................   10
    7.2  UNABLE TO RESOLVE..........................................   11
    7.3  ATTORNEYS AND INTENT.......................................   11

8.  REPRESENTATIONS AND WARRANTIES..................................   11
    8.1  DUE INCORPORATION OR FORMATION; AUTHORIZATION OF
          AGREEMENTS................................................   11
    8.2  VALID AND BINDING OBLIGATION...............................   11
    8.3  NO CONFLICT; NO DEFAULT....................................   12
    8.4  LITIGATION.................................................   12

9.  GENERAL PROVISIONS..............................................   12
    9.1  NOTICES....................................................   12
    9.2  CONSTRUCTION...............................................   12
    9.3  HEADINGS...................................................   12
    9.4  FURTHER ACTION.............................................   13
    9.5  SPECIFIC PERFORMANCE.......................................   13
    9.6  ENTIRE AGREEMENT; AMENDMENTS...............................   13
    9.7  LIMITATION ON RIGHTS OF OTHERS.............................   13
    9.8  WAIVERS; REMEDIES..........................................   13
    9.9  WAIVER OF JURY TRIAL.......................................   14
    9.10 BINDING EFFECT.............................................   14
    9.11 GOVERNING LAW..............................................   14
    9.12 SEVERABILITY...............................................   14
    9.13 LIMITATION OF LIABILITY....................................   14
    9.14 NO ASSIGNMENT; EXCEPTIONS..................................   15
    9.15 DISCLAIMER OF AGENCY.......................................   15
    9.16 INDEPENDENT CONTRACTORS....................................   15
    9.17 EXPENSE....................................................   15
    9.18 GENERAL TERMS..............................................   15
    9.19 CONFLICTS WITH MANAGEMENT AGREEMENT........................   16
    9.20 MASTER SIGNATURE PAGE......................................   16

                                      ii
<PAGE>

                         SPRINT PCS SERVICES AGREEMENT

     This SERVICES AGREEMENT is made February 8, 1998, by and between Sprint
Spectrum L.P., a Delaware limited partnership ("SPRINT SPECTRUM"), and
____________, a ____________ (but not any Related Party) ("MANAGER").  THE
DEFINITIONS FOR THIS AGREEMENT ARE SET FORTH ON THE "SCHEDULE OF DEFINITIONS".

                                    RECITALS

     A.   Manager and the holder of the License ("Sprint PCS") are entering into
a Management Agreement contemporaneously with the execution of this agreement,
under which Manager will design, construct, operate, manage and maintain a
wireless services network in the Service Area in accordance with Sprint PCS
standards and will offer and promote Sprint PCS Products and Services that
operate on the Sprint PCS Network.

     B.   Manager desires to enter into this agreement with Sprint Spectrum,
under which Sprint Spectrum may furnish certain services to Manager to assist
Manager to build out, operate, manage and maintain the Service Area Network
under the License.

                                   AGREEMENT

     In consideration of the recitals and mutual covenants and agreements
contained in this agreement, the sufficiency of which are hereby acknowledged,
the parties, intending to be bound, agree as follows:


     1.  ENGAGEMENT OF SPRINT SPECTRUM

     1.1  Engagement of Sprint SPECTRUM.  Manager engages Sprint Spectrum to
assist Manager with certain specified services in connection with the operations
of Manager and in building out, operating, managing and maintaining the Service
Area Network, subject to the terms and conditions of this agreement.  Sprint
Spectrum accepts the engagement and will use the same effort and demonstrate the
same care in performing its obligations under this agreement as it uses in
conducting its own business.  Manager will use the efforts and demonstrate the
care necessary for Sprint Spectrum to meet its obligations under this agreement.
When providing the Selected Services, Sprint Spectrum will provide those
services to Manager in the same manner it provides those services to its own
business, including the use of third party vendors to provide certain Selected
Services.
<PAGE>

     1.2  Reliance on Manager.  Manager understands that Sprint Spectrum's
ability to provide the Selected Services will depend largely on Manager's
compliance with the Sprint PCS Program Requirements under the Management
Agreement and cooperation with Sprint Spectrum.  Manager agrees to comply with
such requirements and to cooperate with Sprint Spectrum to enable Sprint
Spectrum to perform its obligations under this agreement.

     1.3  Non-exclusive Service.  Nothing contained in this agreement confers
upon Manager an exclusive right to any of the Available Services.  Sprint
Spectrum may contract with others to provide expertise and services identical or
similar to those to be made available or provided to Manager under this
agreement.

     1.4  Manager's Use of Services.  Manager agrees it will only use the
Selected Services in connection with its Service Area Network.  Manager will not
use the Selected Services outside the Service Area or in connection with any
other business.


     2.  SERVICES

     2.1  Available Services; Selected Services.

          2.1.1  Available Services.  Subject to the terms of this agreement,
Manager may obtain any of the Available Services from Sprint Spectrum in
accordance with the provisions of this Section 2.1.  The Available Services
offered from time to time and the fees charged for such Available Services will
be set forth on the then-current Exhibit 2.1.1 (the "Available Services and Fees
Schedule").  If Sprint Spectrum offers any new Available Service, it will
deliver a new Exhibit 2.1.1 indicating the new service and the fee for the new
service.

          Manager may select one or more of the categories of Available
Services. If Manager selects a particular category of services it must take and
pay for all of the services under the category selected; Manager may not select
only particular services within that category.

          If Sprint Spectrum determines to no longer offer an Available Service
and the service is not a Selected Service, then Sprint Spectrum may give Manager
written notice at any time during the term of this agreement that Sprint
Spectrum no longer offers the Available Service.

          Sprint Spectrum may modify Exhibit 2.1.1 from time to time.  Exhibit
2.1.1 will be deemed amended upon delivery of the new Exhibit 2.1.1 to Manager.

                                       2
<PAGE>

          2.1.2  Selected Services.  During the term of this agreement, and
subject to the terms of this agreement, Manager has selected, and Sprint
Spectrum has agreed to furnish or cause to be furnished to Manager, the
Available Services listed on Exhibit 2.1.2 (which listed services will be the
Selected Services).  Sprint Spectrum may require from time to time that certain
Available Services be Selected Services where necessary to comply with legal or
regulatory requirements (e.g., mandatory provision of emergency 911 service) or
applicable operating constraints (e.g., delivery of merchandise to the regional
distribution centers of national retail distributors).

          2.1.3 Changes to Selected Services. If Manager determines it no longer
requires a Selected Service, then Manager must give Sprint Spectrum written
notice at least 3 months prior to the date on which Manager wishes to
discontinue its use of such Selected Service.

          If Sprint Spectrum determines to no longer offer an Available Service
and such service is one of Manager's Selected Services, then Sprint Spectrum
must give Manager written notice at least 9 months prior to its discontinuance
of such Available Service that Sprint Spectrum will no longer offer such
Available Service.  If the Available Service to be discontinued is required by
Sprint Spectrum to be a Selected Service, then Sprint Spectrum will use
commercially reasonable efforts to (a) help Manager provide the service itself
or find another vendor to provide the service, and (b) facilitate Manager's
transition to the new service provider.

          2.1.4 Performance of Selected Services. Sprint Spectrum may select the
method, location and means of providing the Selected Services. If Sprint
Spectrum wishes to use Manager's facilities to provide the Selected Services,
Sprint Spectrum must obtain Manager's prior written consent.

     2.2  Third Party Vendors.    Some of the Available Services might be
provided by third party vendors under arrangements between Sprint Spectrum and
the third party vendors.  In some instances, Manager may receive Available
Services from a third party vendor under the same terms and conditions that
Sprint Spectrum receives such services.  In other instances, Manager may receive
Available Services under the terms and conditions set forth in an agreement
between Manager and the third party vendor.  If Manager wishes to engage a third
party vendor to provide Available Services, Selected Services, or Available
Services that Sprint Spectrum will no longer offer, Manager must first obtain
Sprint Spectrum's prior written consent, which consent will not be unreasonably
withheld.  Before Manager may obtain from the third party vendor any Available
Services, Selected Services, or Available Services that Sprint Spectrum will no
longer offer, such vendor must execute an agreement prepared by Sprint Spectrum
that obligates the vendor to maintain the confidentiality of any proprietary
information and that prohibits the vendor from using any proprietary technology,
information or methods for its benefit or the benefit of any other person or

                                       3
<PAGE>

entity.  Manager's use of a third party vendor that is not providing Available
Services to Manager on behalf of Sprint PCS under the Management Agreement will
not qualify for assumed compliance with the Program Requirements under Sections
7.1(a)(ii) or 8.1(b) of the Management Agreement.

     2.3  Contracts.  Manager will notify Sprint Spectrum of any contract or
other arrangement Manager has with any other party that will affect how Sprint
Spectrum is to provide the Selected Services.


     3.  FEES FOR SELECTED SERVICES

     3.1  Payment of Fees.  Sprint Spectrum and Manager agree that the fees for
the Available Services will initially be those set forth on Exhibit 2.1.1, which
fees represent an adjustment to any fees paid by Sprint PCS to Manager under
Section 10 of the Management Agreement.  The monthly charge for any fees based
on the number of subscribers of the Service Area Network will be determined
based on the number of subscribers as of the 15th day of the month for which the
charge is being calculated. Manager agrees to pay the fees to Sprint Spectrum
within 20 days after the date of the invoice.  If Manager enters into an
agreement with a third party vendor under Section 2.2, Manager agrees to pay the
fees for the services rendered by the third party vendor in accordance with the
terms and conditions of such agreement.

     3.2  Adjustment of Fees.  Sprint Spectrum may change the fee for any
service it provides once during any 12-month period by delivering a new Exhibit
2.1.1 to Manager. Exhibit 2.1.1 will be deemed amended on the effective date
noted on the new Exhibit 2.1.1, which will be at least 30 days after delivering
the new Exhibit 2.1.1.  Manager must notify Sprint Spectrum in writing before
the effective date of the new Exhibit 2.1.1 if Manager wishes to discontinue a
Selected Service for which the price is being increased (a "CANCELLED SERVICE").
If Manager discontinues a Selected Service under this Section 3.2, Sprint
Spectrum will, at Manager's option, continue to provide the Cancelled Service
and to charge Manager the current fee (i.e., the fee under the Exhibit 2.1.1 in
effect on the date Manager gives its cancellation notice to Sprint Spectrum) for
the Cancelled Service for up to 9 months from the date Sprint Spectrum gives
Manager notice of the price change or until Manager no longer needs the
Cancelled Service, whichever occurs first.  If Sprint Spectrum continues to
provide the Cancelled Service after the 9-month period, Sprint Spectrum will
apply the new fee, under the new Exhibit 2.1.1, and such fee will be applied
retroactively as of the effective date of the new schedule.  Manager agrees to
pay such retroactive charge within 10 days after the date of the invoice for
such charge.

     3.3  Late Payments.  Any payment due under this Section 3 that is not paid
by Manager to Sprint Spectrum in accordance with the terms of this agreement
will

                                       4
<PAGE>

bear interest at the Default Rate beginning (and including) the 6th day
after the due date until (and including) the date on which such payment is made.

     3.4  Taxes.  Manager will pay or reimburse Sprint Spectrum for any sales,
use, gross receipts or similar tax, administrative fee, telecommunications fee
or surcharge for taxes or fees levied by a governmental authority on the fees
and charges payable to Sprint Spectrum by Manager.


     4.  TERM; TERMINATION; EFFECT OF TERMINATION

     4.1  Term.  This agreement commences on the date of execution and continues
until the Management Agreement terminates.  This agreement automatically
terminates upon termination of the Management Agreement.  Neither party may
terminate this agreement for any reason other than the termination of the
Management Agreement.

     4.2  Effect of Termination.  Upon the termination of this agreement, all
rights and obligations of each party under this agreement will immediately
cease, except that:

          (a) Any rights arising out of a breach of any terms of this agreement
will survive any termination of this agreement;

          (b) The provisions of this Section 4.2 and Sections 5.2, 6, 7, and 9
will survive any termination of this agreement; and

          (c) The payment obligations under Section 3 will survive any
termination of this agreement if, and to the extent, any fees have accrued or
are otherwise due and owing from Manager to Sprint Spectrum or any Sprint
Spectrum Related Party as of the date of termination of this agreement.


     5.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION

     5.1  BOOKS AND RECORDS.

          5.1.1 General. Each party must keep and maintain books and records to
support and document any fees, costs, expenses or other charges due in
connection with the provisions set forth in this agreement. The records must be
retained for a period of at least 3 years after the fees, costs, expenses or
other charges to which the records relate have accrued and have been paid, or
such other period as may be required by law.

                                       5
<PAGE>

          5.1.2  Audit. On reasonable advance written notice by the Manager, but
no more frequently than annually, Sprint PCS will provide a report issued in
conformity with Statement of Auditing Standard No. 70 "Reports on the Processing
of Transactions by Service Organizations" ("TYPE II REPORT" or "MANAGER
MANAGEMENT REPORT").  Such report will be prepared by independent auditors and
will provide an opinion on the controls placed in operation and tests of
operating effectiveness of those controls in effect at Sprint PCS over the
Manager Management Processes.  "Manager Management Processes" include those
services generally provided within the Management Agreement, primarily billing
and collection of Collected Revenues.  The Manager is responsible for costs
incurred attributable to such requested procedures with respect to the services
provided under this agreement, including without limitation discussion of the
billing and collection of Collected Revenues.  This report will be made
available to the other party upon such other party's request.

          5.1.3  Contesting an Audit.  If the party that did not select the
independent auditor does not agree with the findings of the audit, then such
party can contest the findings by providing  notice of such disagreement to the
other party (the "DISPUTE NOTICE").  The date of delivery of such notice is the
"DISPUTE NOTICE DATE." If the parties are unable to resolve the disagreement
within 10 Business Days after the Dispute Notice Date, they will resolve the
disagreement in accordance with the following procedures.

     The two parties and the auditor that conducted the audit will all agree on
an independent certified public accountant with a regional or national
accounting practice in the wireless telecommunications industry (the "ARBITER")
within 15 Business Days after the Dispute Notice Date.  If, within 15 Business
Days after the Dispute Notice Date, the three parties fail to agree on the
Arbiter, then at the request of either party to this agreement, the Arbiter will
be selected pursuant to the rules then in effect of the American Arbitration
Association.   Each party will submit to the Arbiter within 5 Business Days
after its selection and engagement all information reasonably requested by the
Arbiter to enable the Arbiter to independently resolve the issue that is the
subject of the Dispute Notice.  The Arbiter will make its own determination of
the amount of fees, costs, expenses or other charges payable under this
agreement with respect to the period audited.  The Arbiter will issue a written
report of its determination in reasonable detail and will deliver a copy of the
report to the parties within 10 Business Days after the Arbiter receives all of
the information reasonably requested.  The determination made by the Arbiter
will be final and binding and may be enforced by any court having jurisdiction.
The parties will cooperate fully in assisting the Arbiter and will take such
actions as are necessary to expedite the completion of and to cause the Arbiter
to expedite its assignment.

                                       6
<PAGE>

     If the amount owed by a contesting party is reduced by more than 10% or the
amount owed to a contesting party is increased by more than 10% then the non-
contesting party will pay the costs and expenses of the Arbiter, otherwise the
contesting party will pay the costs and expenses of the Arbiter.

     5.2  Confidential Information.

          (a) Except as specifically authorized by this agreement, each of the
parties must, for the term of this agreement and 3 years after the date of
termination of this agreement, keep confidential, not disclose to others and use
only for the purposes authorized in this agreement, all Confidential Information
disclosed by the other party to the party in connection with this agreement,
except that the foregoing obligation will not apply to the extent that any
Confidential Information:

               (i) is or becomes, after disclosure to a party, publicly known by
     any means other than through unauthorized acts or omissions of the party or
     its agents; or

               (ii)  is disclosed in good faith to a party by a third party
     entitled to make the disclosure.

          (b) Notwithstanding the foregoing, a party may use, disclose or
authorize the disclosure of Confidential Information that it receives that:

               (i) has been published or is in the public domain, or that
     subsequently comes into the public domain, through no fault of the
     receiving party;

               (ii)  prior to the effective date of this agreement was properly
     within the legitimate possession of the receiving party, or subsequent to
     the effective date of this agreement, is lawfully received from a third
     party having rights to publicly disseminate the Confidential Information
     without any restriction and without notice to the recipient of any
     restriction against its further disclosure;

               (iii)  is independently developed by the receiving party through
     persons or entities who have not had, either directly or indirectly, access
     to or knowledge of the Confidential Information;

               (iv)  is disclosed to a third party consistent with the terms of
     the written approval of the party originally disclosing the information;

                                       7
<PAGE>

               (v) is required by the receiving party to be produced under order
     of a court of competent jurisdiction or other similar requirements of a
     governmental agency, and the Confidential Information will otherwise
     continue to be Confidential Information required to be held confidential
     for purposes of this agreement;

               (vi)  is required by the receiving party to be disclosed by
     applicable law or a stock exchange or association on which the receiving
     party's securities (or those of its Related Parties) are or may become
     listed; or

               (vii) is disclosed by the receiving party to a financial
     institution or accredited investor (as that term is defined in Rule 501(a)
     under the Securities Act of 1933) that is considering providing financing
     to the receiving party and which financial institution or accredited
     investor has agreed to keep the Confidential Information confidential in
     accordance with an agreement at least as restrictive as this Section 5.

          (c) The party making a disclosure under Sections 5.2(b)(v), 5.2(b)(vi)
or 5.2(b)(vii) must inform the non-disclosing party as promptly as is reasonably
necessary to enable the non-disclosing party to take action to, and use the
disclosing party's reasonable best efforts to, limit the disclosure and maintain
confidentiality to the extent practicable.

          (d) Manager will not, except when serving in the capacity of Manager
under this agreement, use any Confidential Information of any kind that it
receives under or in connection with this agreement.  For example, if Manager
operates a wireless company in a different licensed area, Manager may not use
any of the Confidential Information received under or in connection with this
agreement in operating its other wireless business.


     6.  INDEMNIFICATION

     6.1  Indemnification by Sprint Spectrum.  Sprint Spectrum agrees to
indemnify, defend and hold harmless Manager, its directors, managers, officers
and employees from and against any and all claims, demands, causes of action,
losses, actions, damages, liability and expense, including costs and reasonable
attorneys' fees, against Manager, its directors, managers, officers and
employees arising from or relating to the violation by Sprint Spectrum, its
directors, officers, employees, contractors, subcontractors, agents or
representatives of any law, regulation or ordinance applicable to Sprint
Spectrum in its performance of the Selected Services, or by Sprint Spectrum's,
or its directors', officers', employees', contractors', subcontractors', agents'
or representatives' breach of any representation, warranty or

                                       8
<PAGE>

covenant contained in this agreement, except where and to the extent the claim,
demand, cause of action, loss, action, damage, liability and expense results
from the negligence or willful misconduct of Manager, its directors, managers,
officers, employees, agents or representatives. Sprint Spectrum's
indemnification obligations under this Section 6.1 do not apply to any third
party vendors that provide services (including Selected Services) directly to
Manager or Manager's Related Parties under a separate agreement.

     6.2  Indemnification by Manager.  Manager agrees to indemnify, defend and
hold harmless Sprint Spectrum, its directors, officers and employees from and
against any and all claims, demands, causes of action, losses, actions, damages,
liability and expense, including costs and reasonable attorneys' fees, against
Sprint Spectrum, its directors, officers and employees arising from or relating
to Manager's, or its directors', managers', officers', employees', contractors',
subcontractors', agents' or representatives' violation of any law, regulation or
ordinance applicable to Manager, or by Manager's, or its directors', managers',
officers', employees', contractors', subcontractors', agents' or
representatives' breach of any representation, warranty or covenant contained in
this agreement, Manager's ownership of the Operating Assets or the operation of
the Service Area Network, except where and to the extent the claim, demand,
cause of action, loss, action, damage, liability and expense results from the
negligence or willful misconduct of Sprint Spectrum, its directors, officers,
employees, contractors, subcontractors, agents or representatives.

     6.3  Procedure.

          6.3.1 Notice. Any party being indemnified ("INDEMNITEE") will give the
party making the indemnification ("INDEMNITOR") written notice as soon as
practicable but no later than 5 Business Days after the party becomes aware of
the facts, conditions or events that give rise to the claim for indemnification
if:

               (1) any claim or demand is made or liability is asserted against
     Indemnitee; or

               (2) any suit, action, or administrative or legal proceeding is
     instituted or commenced in which Indemnitee is involved or is named as a
     defendant either individually or with others.

     Failure to give notice as described in this Section 6.3.1 does not modify
the indemnification obligations of this provision, except if Indemnitor is
harmed by failure to provide timely notice to Indemnitor, then Indemnitor does
not have to indemnify Indemnitee for the harm caused by the failure to give the
timely notice.

                                       9
<PAGE>

          6.3.2  Defense by Indemnitor.  If within 30 days after giving notice
Indemnitee receives written notice from Indemnitor stating that Indemnitor
disputes or intends to defend against the claim, demand, liability, suit, action
or proceeding, then Indemnitor will have the right to select counsel of its
choice and to dispute or defend against the claim, demand, liability, suit,
action or proceeding, at its expense.

     Indemnitee will fully cooperate with Indemnitor in the dispute or defense
so long as Indemnitor is conducting the dispute or defense diligently and in
good faith. Indemnitor is not permitted to settle the dispute or claim without
the prior written approval of Indemnitee, which approval will not be
unreasonably withheld.  Even though Indemnitor selects counsel of its choice,
Indemnitee has the right to retain additional representation by counsel of its
choice to participate in the defense at Indemnitee's sole cost and expense.

          6.3.3  Defense by Indemnitee.  If no notice of intent to dispute or
defend is received by Indemnitee within the 30-day period, or if a diligent and
good faith defense is not being or ceases to be conducted, Indemnitee has the
right to dispute and defend against the claim, demand or other liability at the
sole cost and expense of Indemnitor and to settle the claim, demand or other
liability, and in either event to be indemnified as provided in this Section 6.
Indemnitee is not permitted to settle the dispute or claim without the prior
written approval of Indemnitor, which approval will not be unreasonably
withheld.

          6.3.4  Costs.  Indemnitor's indemnity obligation includes reasonable
attorneys' fees, investigation costs, and all other reasonable costs and
expenses incurred by Indemnitee from the first notice that any claim or demand
has been made or may be made, and is not limited in any way by any limitation on
the amount or type of damages, compensation, or benefits payable under
applicable workers' compensation acts, disability benefit acts, or other
employee benefit acts.


     7.  DISPUTE RESOLUTION

     7.1  Negotiation.  The parties will attempt in good faith to resolve any
dispute arising out of or relating to this agreement promptly by negotiation
between or among representatives who have authority to settle the controversy.
Either party may escalate any dispute not resolved in the normal course of
business to the appropriate (as determined by the party) officers of the parties
by providing written notice to the other party.

     Within 10 Business Days after delivery of the notice, the appropriate
officers of each party will meet at a mutually acceptable time and place, and
thereafter as often as

                                      10
<PAGE>

they deem reasonably necessary, to exchange relevant information and to attempt
to resolve the dispute.

     Either party may elect, by giving written notice to the other party, to
escalate any dispute arising out of or relating to the determination of fees
that is not resolved in the normal course of business or by the audit process
set forth in Sections 5.1.2 and 5.1.3, first to the appropriate financial or
accounting officers to be designated by each party.  The designated officers
will meet in the manner described in the preceding paragraph.  If the matter has
not been resolved by the designated officers within 30 days after the notifying
party's notice, either party may elect to escalate the dispute to the
appropriate (as determined by the party) officers in accordance with the prior
paragraphs of this Section 7.1.

     7.2  Unable to Resolve.  If a dispute has not been resolved within 60 days
after the notifying party's notice, the parties will continue to operate under
this agreement and sue the other party for damages or seek other appropriate
remedies as provided in this agreement, except neither party may bring a suit
for damages based on an event that occurs during the first two years of this
agreement.

     7.3  Attorneys and Intent.  If an officer intends to be accompanied at a
meeting by an attorney, the other party's officer will be given at least 3
Business Days prior notice of the intention and may also be accompanied by an
attorney.  All negotiations under this Section 7 are confidential and will be
treated as compromise and settlement negotiations for purposes of the Federal
Rules of Civil Procedure and state rules of evidence and civil procedure.


     8.  REPRESENTATIONS AND WARRANTIES

     Each party for itself makes the following representations and warranties to
the other party:

     8.1  Due Incorporation or Formation; Authorization of Agreements.  The
party is either a corporation, limited liability company, or limited partnership
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Manager is qualified to do business and in
good standing in every jurisdiction in which the Service Area is located. The
party has the full power and authority to execute and deliver this agreement and
to perform its obligations under this agreement.

     8.2  Valid and Binding Obligation.  This agreement constitutes the valid
and binding obligation of the party, enforceable in accordance with its terms,
except as may be limited by principles of equity or by bankruptcy, insolvency,
reorganization,

                                      11
<PAGE>

moratorium or other similar laws affecting the enforcement of creditors' rights
generally.

     8.3  No Conflict; No Default.  Neither the execution, delivery and
performance of this agreement nor the consummation by the party of the
transactions contemplated in this agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination or award of any governmental authority or any arbitrator,
applicable to such party, or (b) any term, condition or provision of the
articles of incorporation, certificate of limited partnership, certificate of
organization, bylaws, partnership agreement or limited liability company
agreement (or other governing documents) of such party or of any material
agreement or instrument to which such party is or may be bound or to which any
of its material properties or assets is subject.

     8.4  Litigation.  No action, suit, proceeding or investigation is pending
or, to the knowledge of the party, threatened against or affecting the party or
any of its properties, assets or businesses in any court or before or by any
governmental agency that could, if adversely determined, reasonably be expected
to have a material adverse effect on the party's ability to perform its
obligations under this agreement.  The party has not received any currently
effective notice of any default that could reasonably be expected to result in a
breach of the preceding sentence.


     9.  GENERAL PROVISIONS

     9.1  Notices.  Any notice, payment, demand, or communication required or
permitted to be given by any provision of this agreement must be in writing and
mailed (certified or registered mail, postage prepaid, return receipt
requested), sent by hand or overnight courier, or sent by facsimile (with
acknowledgment received and a copy sent by overnight courier), charges prepaid
and addressed described on the Notice Address Schedule attached to the Master
Signature Page, or to any other address or number as the person or entity may
from time to time specify by written notice to the other parties.

     All notices and other communications given to a party in accordance with
the provisions of this agreement will be deemed to have been given when
received.

     9.2  Construction.  This agreement will be construed simply according to
its fair meaning and not strictly for or against either party.

     9.3  Headings.  The table of contents, section and other headings contained
in this agreement are for reference purposes only and are not intended to
describe, interpret, define, limit or expand the scope, extent or intent of this
agreement.

                                      12
<PAGE>

     9.4  Further Action.  Each party agrees to perform all further acts and
execute, acknowledge, and deliver any documents that may be reasonably
necessary, appropriate, or desirable to carry out the intent and purposes of
this agreement.

     9.5  Specific Performance.  Each party agrees with the other party that the
party would be irreparably damaged if any of the provisions of this agreement
were not performed in accordance with their specific terms and that monetary
damages alone would not provide an adequate remedy.  Accordingly, in addition to
any other remedy to which the non-breaching party may be entitled, at law or in
equity, the non-breaching party will be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and provisions
of this agreement.

     9.6  Entire Agreement; Amendments.  The provisions of this agreement and
the Management Agreement (if Sprint Spectrum is a party to that agreement)
(including the exhibits to those agreements) set forth the entire agreement and
understanding between the parties as to the subject matter of this agreement and
supersede all prior agreements, oral or written, and other communications
between the parties relating to the subject matter of this agreement.  Except
for Sprint Spectrum's right to amend the Available Services and the fees charged
for such services as shown on Exhibit 2.1.1, and Manager's right to amend the
Selected Services listed on Exhibit 2.1.2, this agreement may be modified or
amended only by a written amendment signed by persons or entities authorized to
bind each party.

     9.7  Limitation on Rights of Others.  Nothing in this agreement, whether
express or implied, will be construed to give any person or entity other than
the parties any legal or equitable right, remedy or claim under or in respect of
this agreement.

     9.8  Waivers; Remedies.  The observance of any term of this agreement may
be waived (whether generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce the term, but
any waiver is effective only if in a writing signed by the party against which
the waiver is to be asserted.  Except as otherwise provided in this agreement,
no failure or delay of either party in exercising any power or right under this
agreement will operate as a waiver of the power or right, nor will any single or
partial exercise of any right or power preclude any other or further exercise of
the right or power or the exercise of any other right or power.

     Sprint Spectrum is not in breach of any covenant in this agreement, if
failure of such party to comply with such covenant or Sprint Spectrum's non-
compliance with the covenant results primarily from:

               (i) any FCC order or any other injunction issued by any
     governmental authority impeding the ability to comply with the covenant;

                                      13
<PAGE>

               (ii)  the failure of any governmental authority to grant any
     consent, approval, waiver, or authorization or any delay on the part of any
     governmental authority in granting any consent, approval, waiver or
     authorization;

               (iii) the failure of any vendor to deliver in a timely manner any
     equipment or service; or

               (iv)  any act of God, act of war or insurrection, riot, fire,
     accident, explosion, labor unrest, strike, civil unrest, work stoppage,
     condemnation or any similar cause or event not reasonably within the
     control of Sprint Spectrum.

     9.9  Waiver of Jury Trial.  EACH PARTY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

     9.10  Binding Effect.  Except as otherwise provided in this agreement, this
agreement is binding upon and inures to the benefit of the parties and their
respective and permitted successors, transferees, and assigns, including any
permitted successor, transferee or assignee of the Management Agreement.  The
parties intend that this agreement bind only the party signing this agreement
and that the agreement is not binding on the Related Parties of a party unless
the agreement provides that Related Parties are bound.

     9.11  Governing Law.  The internal laws of the State of Missouri (without
regard to principles of conflicts of law) govern the validity of this agreement,
the construction of its terms, and the interpretation of the rights and duties
of the parties.

     9.12 Severability. The parties intend every provision of this agreement to
be severable. If any provision of this agreement is held to be illegal, invalid,
or unenforceable for any reason, the parties intend that a court enforce the
provision to the maximum extent permissible so as to effect the intent of the
parties (including the enforcement of the remaining provisions). If necessary to
effect the intent of the parties, the parties will negotiate in good faith to
amend this agreement to replace the unenforceable provision with an enforceable
provision that reflects the original intent of the parties.

     9.13  Limitation of Liability.  NO PARTY WILL BE LIABLE TO THE OTHER PARTY
FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES,
OR LOSS OF PROFITS, ARISING

                                      14
<PAGE>

FROM THE RELATIONSHIP OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH
OF, THIS AGREEMENT, EXCEPT WHERE SUCH DAMAGES OR LOSS OF PROFITS ARE CLAIMED BY
OR AWARDED TO A THIRD PARTY IN A CLAIM OR ACTION AGAINST WHICH A PARTY TO THIS
AGREEMENT HAS A SPECIFIC OBLIGATION TO INDEMNIFY ANOTHER PARTY TO THIS
AGREEMENT.

     9.14  No Assignment; Exceptions.  This agreement may only be assigned in
conjunction with and to the same party or parties to whom the Management
Agreement has been validly assigned under the Management Agreement's terms and
conditions.

     9.15 Disclaimer of Agency. Neither party by this agreement makes the other
party a legal representative or agent of the party, nor does either party have
the right to obligate the other party in any manner, except if the other party
expressly permits the obligation by the party or except for provisions in this
agreement expressly authorizing one party to obligate the other.

     9.16  Independent Contractors.  The parties do not intend to create any
partnership, joint venture or other profit-sharing arrangement, landlord-tenant
or lessor-lessee relationship, employer-employee relationship, or any other
relationship other than that expressly provided in this agreement.  Neither
party to this agreement has any fiduciary duty to the other party.

     9.17  Expense.  Each party bears the expense of complying with this
agreement except as otherwise expressly provided in this agreement.

     9.18  General Terms.

          (a) This agreement, including the attached Schedule of Definitions, is
to be interpreted in accordance with the following rules of construction:

               (i) The definitions in this agreement apply equally to both the
     singular and plural forms of the terms defined unless the context otherwise
     requires;

               (ii)  The words "include," "includes" and "including" are deemed
     to be followed by the phrase "without limitation";

               (iii)  All references in this agreement to Sections and Exhibits
     are references to Sections of, and Exhibits to, this agreement, unless
     otherwise specified; and

                                      15
<PAGE>

               (iv)  All references to any agreement or other instrument or
     statute or regulation are to it as amended and supplemented from time to
     time (and, in the case of a statute or regulation, to any corresponding
     provisions of successor statutes or regulations), unless the context
     otherwise requires.

          (b) Any reference in this agreement to a "day" or number of "days"
(without the explicit qualification of "BUSINESS") is a reference to a calendar
day or number of calendar days.  If any action or notice is to be taken or given
on or by a particular calendar day, and the calendar day is not a Business Day,
then the action or notice may be taken or given on the next Business Day.

     9.19 Conflicts with Management Agreement. The provisions of the Management
Agreement govern over those of this Services Agreement if the provisions
contained in this agreement conflict with analogous provisions in the Management
Agreement.

     9.20  Master Signature Page.  Each party agrees that it will execute the
Master Signature Page that evidences such party's agreement to execute, become a
party to and be bound by this agreement, which document is incorporated herein
by this reference.

                                      16
<PAGE>



                               SPRINT TRADEMARK
                               AND SERVICE MARK
                               LICENSE AGREEMENT

                                    BETWEEN

                      SPRINT COMMUNICATIONS COMPANY, L.P.

                                      AND

                           LOUISIANA UNWIRED, L.L.C.


                         Dated as of February 8, 1999

<PAGE>

                              SPRINT TRADEMARK AND
                         SERVICE MARK LICENSE AGREEMENT


     THIS AGREEMENT is made as of the 8th day of February, 1999, by and between
Sprint Communications Company, L.P., a limited partnership organized under the
laws of the State of Delaware, as licensor ("Licensor"), and Louisiana Unwired,
L.L.C. a Louisiana limited liability company as licensee ("Licensee"). THE
DEFINITIONS FOR THIS AGREEMENT ARE SET FORTH ON THE "SCHEDULE OF DEFINITIONS".

                                   RECITALS:

     WHEREAS, Licensor is the owner of the U.S. trademarks and service marks
"Sprint", together with related "Diamond" logo, "Sprint PCS", "Sprint Personal
Communications Services" and the goodwill of the business symbolized thereby;
and

     WHEREAS, Licensee desires to use the trademarks and service marks in
commerce;

     NOW, THEREFORE, the parties, in consideration of the mutual agreements
herein contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, do hereby agree as follows:

                                   ARTICLE 1
            GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY

     Section 1.1.   License.

(a)  Grant of License.  Subject to the terms and conditions hereof, Licensor
     hereby grants to Licensee, and Licensee hereby accepts from Licensor, for
     the term of this agreement, a non-transferable, royalty-free license to use
     the Licensed Marks solely for and in connection with the marketing,
     promotion, advertisement, distribution, lease or sale of Sprint PCS
     Products and Services and Premium and Promotional Items in the Service
     Area.

(b)  Related Equipment.  The rights granted hereunder to Licensee shall not
     include the right to manufacture equipment under the Licensed Marks.
     However, subject to the terms and conditions hereof, Licensor hereby grants
     to Licensee, and Licensee hereby accepts from Licensor, for the term of
     this agreement, a non-transferable, royalty-free license to market,
     promote, advertise, distribute and resell and lease Related Equipment in
     connection with the marketing, promotion, advertisement, distribution,
     lease or sale by Licensee of Sprint PCS Products and Services, and to
     furnish services relating to such Related Equipment (including
     installation, repair and maintenance of Related Equipment), under the
     Licensed Marks.
<PAGE>

                                   ARTICLE 2
                         QUALITY STANDARDS, MAINTENANCE

     Section 2.1.   Maintenance of Quality.

(a)  Adherence to Quality Standards.  In the course of marketing, promoting,
     advertising, distributing, leasing and selling Sprint PCS Products and
     Services and Premium and Promotional Items under the Licensed Marks,
     Licensee shall maintain and adhere to standards of quality and
     specifications that conform to or exceed those quality standards and
     technical and operational specifications adopted and/or amended in the
     manner provided below ("Quality Standards") and those imposed by Law.  Such
     Quality Standards are designed to ensure that the quality of the Sprint PCS
     Products and Services and Premium and Promotional Items marketed, promoted,
     advertised, distributed, leased and sold under the Licensed Marks are
     consistent with the high reputation of the Licensed Marks and are in
     conformity with applicable Laws.

(b)  Establishment of Quality Standards.  The parties acknowledge that the
     initial Quality Standards for the Sprint PCS Products and Services and
     Premium and Promotional Items are attached to the Affiliation Agreement as
     Exhibits 4.1, 4.2, 4.3, 7.2, and 8.1. The Quality Standards shall (i) be
     consistent with the reputation for quality associated with the Licensed
     Marks and (ii) be commensurate with a high level of quality (taking into
     account Licensee's fundamental underlying technology and standards),
     consistent with the level of quality being offered in the market for
     products and services of the same kind as the Sprint PCS Products and
     Services.

(c)  Changes in Quality Standards.  In the event that Licensor wishes to change
     the Quality Standards, it will notify Licensee in writing of such proposed
     amendments, and will afford Licensee a reasonable time period in which to
     adopt such changes as may be required in order for Licensee to conform to
     the amended Quality Standards.

     Section 2.2.   Rights of Inspection.  In order to ensure that the Quality
Standards are maintained, Licensor and its authorized agents and representatives
shall have the right, but not the obligation, with prior notice to Licensee, to
enter upon the premises of any office or facility operated by or for Licensee
with respect to Sprint PCS Products and Services and Premium and Promotional
Items at all reasonable times, to inspect, monitor and test in a reasonable
manner facilities and equipment used to furnish Sprint PCS Products and Services
and Premium and Promotional Items and, with prior written notice to Licensee, to
inspect the books and records of Licensee in a manner that does not unreasonably
interfere with the business and affairs of Licensee, all as they relate to the
compliance with the Quality Standards maintained hereunder.

     Section 2.3.   Marking; Compliance with Trademark Laws.  Licensee shall
cause the appropriate designation "/TM/" or "/SM/" or the registration symbol
"(R)" to be placed adjacent to the Licensed Marks in connection with the use
thereof and to indicate such additional information as

                  SPRINT PROPRIETARY INFORMATION - RESTRICTED
                                       2
<PAGE>

Licensor shall reasonably specify from time to time concerning the license
rights under which Licensee uses the Licensed Marks. Licensee shall place the
following notice on all printed or electronic materials on which the Licensed
Marks appear: "SPRINT", the "DIAMOND" logo and "Sprint PCS", "Sprint Personal
Communications Services" are trademarks and/or service marks of Sprint
Communications Company, L.P., "used under license" or such other notice as
Licensor may specify from time to time.

          Section 2.4.   Other Use Restrictions.  Licensee shall not use the
Licensed Marks in any manner that would reflect adversely on the image of
quality symbolized by the Licensed Marks.

                                   ARTICLE 3
                            CONFIDENTIAL INFORMATION

     Section 3.1.   Maintenance of Confidentiality.  Each of Licensor and
Licensee and their respective Controlled Related Parties (each a "Restricted
Party") shall cause their respective officers and directors (in their capacity
as such) to, and shall take all reasonable measures to cause their respective
employees, attorneys, accountants, consultants and other agents and advisors
(collectively, and together with their respective officers and directors,
"Agents") to, keep secret and maintain in confidence the terms of this agreement
and all confidential and proprietary information and data of the other party or
its Related Parties disclosed to it (in each case, a "Receiving Party") in
connection with the performance of its obligations under this agreement (the
"Confidential Information") and shall not, and shall cause their respective
officers and directors not to, and shall take all reasonable measures to cause
their respective other Agents not to, disclose Confidential Information to any
Person other than the parties, their Controlled Related Parties and their
respective Agents that need to know such Confidential Information. Each party
further agrees that it shall not use the Confidential Information for any
purpose other than determining and performing its obligations and exercising its
rights under this agreement. Each party shall take all reasonable measures
necessary to prevent any unauthorized disclosure of the Confidential Information
by any of their respective Controlled Related Parties or any of their respective
Agents.  The measures taken by a Restricted Party to protect Confidential
Information shall be not deemed unreasonable if the measures taken are at least
as strong as the measures taken by the disclosing party to protect such
Confidential Information.

     Section 3.2.   Permitted Disclosures.  Nothing herein shall prevent any
Restricted Party or its Agents from using, disclosing, or authorizing the
disclosure of Confidential Information it receives and which:

(i)  has been published or is in the public domain, or which subsequently comes
     into the public domain, through no fault of the receiving party;

(ii) prior to receipt hereunder was property within the legitimate possession of
     the Receiving Party or, subsequent to receipt hereunder is lawfully
     received from a third party having rights therein without restriction of
     the third party's right to disseminate

                  SPRINT PROPRIETARY INFORMATION - RESTRICTED
                                       3
<PAGE>

     the Confidential Information and without notice of any restriction against
     its further disclosure.

(iii) is independently developed by the Receiving Party through Persons who have
      not had, either directly or indirectly, access to or knowledge of such
      Confidential Information;

(iv)  is disclosed to a third party with the written approval of the party
      originally disclosing such information, provided that such Confidential
      Information shall cease to be confidential and proprietary information
      covered by this agreement only to the extent of the disclosure so
      consented to;

(v)  subject to the Receiving Party's compliance with Section 3.4 below, is
     required to be produced under order of a court of competent jurisdiction or
     other similar requirements of a governmental agency, provided that such
     Confidential Information to the extent covered by a protective order or its
     equivalent shall otherwise continue to be Confidential Information required
     to be held confidential for purpose of this agreement; or

(vi)   subject to the Receiving Party's compliance with Section 3.4 below, is
       required to be disclosed by applicable Law or a stock exchange or
       association on which such Receiving Party's securities (or those of its
       Related Party) are listed.

     Section 3.3.   Financial Institutions.  Notwithstanding this Article 3, any
party may provide Confidential Information to any financial institution in
connection with borrowings from such financial institution by such party or any
of its Controlled Related Parties, so long as prior to any such disclosure such
financial institution executes a confidentiality agreement that provides
protection substantially equivalent to the protection provided the parties in
this Article 3.

     Section 3.4.   Procedures.  In the event that any Receiving Party (i) must
disclose Confidential Information in order to comply with applicable Law or the
requirements of a stock exchange or association on which such Receiving Party's
securities or those of its Related Parties are listed or (ii) becomes legally
compelled (by oral questions, interrogatories, requests for information or
documents, subpoenas, civil investigative demand or otherwise) to disclose any
Confidential Information, the Receiving Party shall provide the disclosing party
with prompt written notice so that in the case of clause (i), the disclosing
party can work with the Receiving Party to limit the disclosure to the greatest
extent possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate remedy or
waive compliance with the provisions of this agreement.  In the case of a clause
(ii), (A) if the disclosing party is unable to obtain a protective order or
other appropriate remedy, or if the disclosing party so directs, the Receiving
Party shall, and shall cause its employees to, exercise all commercially
reasonable efforts to obtain a protective order or other appropriate remedy at
the disclosing party's reasonable expense, and (B) failing the entry of a
protective

                  SPRINT PROPRIETARY INFORMATION - RESTRICTED
                                       4
<PAGE>

order or other appropriate remedy or receipt of a waiver hereunder,
the Receiving Party shall furnish only that portion of the Confidential
Information which it is advised by opinion of its counsel is legally required to
be furnished and shall exercise all commercially reasonable efforts to obtain
reliable assurance that confidential treatment shall be accorded such
Confidential Information, it being understood that such reasonable efforts shall
be at the cost and expense of the disclosing party whose Confidential
Information has been sought.

     Section 3.5.   Survival.  The obligations under this Article 3 shall
survive, as to any party, until two (2) years following the date of termination
of this agreement, and, as to any Controlled Related Party of a party, until two
(2) years following the earlier to occur of (A) the date that such Person is no
longer a Controlled Related Party of a party, or (B) the date of the termination
of this agreement; provided that such obligations shall continue indefinitely
with respect to any trade secret or similar information which is proprietary to
a party or its Controlled Related Parties and provides such party or its
Controlled Related Parties with an advantage over its competitors.

                                   ARTICLE 4
             REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

     Section 4.1.   Licensor's Ownership.  Licensee acknowledges Licensor's
exclusive right, title and interest in and to the Licensed Marks and
acknowledges that nothing herein shall be construed to accord to Licensee any
rights in the Service Area in the Licensed Marks except as expressly provided,
herein.  Licensee acknowledges that its use in the Service Area of the Licensed
Marks shall not create in Licensee any right, title or interest in the Service
Area in the Licensed Marks and that all use in the Service Area of the Licensed
Marks and the goodwill symbolized by and connected with such use of the Licensed
Marks will inure solely to the benefit of the Licensor.

     Section 4.2.   No Challenge by Licensee.  Licensee covenants that (i)
Licensee will not at any time challenge Licensor's rights, title or interest in
the Licensed Marks (other than to assert the specific rights granted to Licensee
under this agreement), (ii) Licensee will not do or cause to be done or omit to
do anything, the doing, causing or omitting of which would contest or in any way
impair or tend to impair the rights of Licensor in the Licensed Marks, and (iii)
Licensee will not represent to any third party that Licensee has any ownership
or rights in the Service Area with respect to the Licensed Marks other than the
specific rights conferred by this agreement.


                                   ARTICLE 5
             REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

     Section 5.1.   Title to the Licensed Marks.  Licensor represents and
warrants that:

                  SPRINT PROPRIETARY INFORMATION - RESTRICTED
                                       5
<PAGE>

(a)  Licensor has good title to the Licensed Marks and has the right to grant
     the licenses provided for hereunder in accordance with the terms and
     conditions hereof, free of any liabilities, charges, liens, pledges,
     mortgages, restrictions, adverse claims, security interests, rights of
     others, and encumbrances of any kind (collectively, "Encumbrances"), other
     than Encumbrances which will not restrict or interfere in any material
     respect with the exercise by Licensee of the rights granted to Licensee
     hereunder.
(b)  There is no claim, action, proceeding or other litigation pending or, to
     the knowledge of Licensor, threatened with respect to Licensor's ownership
     of the Licensed Marks or which, if adversely determined, would restrict or
     otherwise interfere in any material respect with the exercise by Licensee
     of the rights purported to be granted to Licensee hereunder.

     Except as expressly provided above in this Section 5.1, Licensor makes no
representation or warranty of any kind or nature whether express or implied with
respect to the Licensed Marks (including freedom from third party infringement
of the Licensed Marks).

     The representations and warranties provided for in this Section 5.1 shall
survive the execution and delivery of this agreement.

     Section 5.2.   Other Licensees.  In the event Licensor grants to any third
party any licenses or rights with respect to the Licensed Marks, Licensor shall
not, in connection with the grant of any such license or rights, take any
actions, or suffer any omission that would adversely affect the existence or
validity of the Licensed Marks or conflict with the rights granted to Licensee
hereunder.

     Section 5.3.   Abandonment.  Licensor covenants and agrees that, during the
term of this agreement, it will not abandon the Licensed Marks.

                                   ARTICLE 6
                 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

     Section 6.1.   Representations and Warranties.  Each party hereby
represents and warrants to the other party as follows:

(a)  Due Incorporation or Formation; Authorization of Agreement.  Such party is
     a corporation duly organized, a limited liability company duly organized or
     a partnership duly formed, validly existing and, if applicable, in good
     standing under the laws of the jurisdiction of its incorporation or
     formation and has the corporate, company or partnership power and authority
     to own its property and carry on its business as owned and carried on at
     the date hereof and as contemplated hereby. Such party is duly licensed or
     qualified to do business and, if applicable, is in good standing in each of
     the jurisdictions in which the failure to be so licensed or qualified

                  SPRINT PROPRIETARY INFORMATION - RESTRICTED
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<PAGE>

     would have a material adverse effect on its financial condition or its
     ability to perform its obligations hereunder. Such party has the corporate,
     company or partnership power and authority to execute and deliver this
     agreement and to perform its obligations hereunder and the execution,
     delivery and performance of this agreement have been duly authorized by all
     necessary corporate, company or partnership action. Assuming the due
     execution and delivery by the other party hereto, this agreement
     constitutes the legal, valid and binding obligation of such party
     enforceable against such party in accordance with its terms, subject as to
     enforceability to limits imposed by bankruptcy, insolvency or similar laws
     affecting creditors' rights generally and the availability of equitable
     remedies.

(b)  No Conflict with Restrictions; No Default.  Neither the execution, delivery
     and performance of this agreement nor the consummation by such party of the
     transactions contemplated hereby (i) will conflict with, violate or result
     in a breach of any of the terms, conditions or provisions of any law,
     regulation, order, writ, injunction, decree, determination or award of any
     court, any governmental department, board, agency or instrumentality,
     domestic or foreign, or any arbitrator, applicable to such party or any of
     its Controlled Related Parties, (ii) will conflict with, violate, result in
     a breach of or constitute a default under any of the terms, conditions or
     provisions of the articles of incorporation, articles of organization or
     certificate of formation, bylaws, operating agreement or limited liability
     company agreement, or partnership agreement of such party or any of its
     Controlled Related Parties or of any material agreement or instrument to
     which such party or any of its Controlled Related Parties is a party or by
     which such party or any of its Controlled Related Parties is or may be
     bound or to which any of its material properties or assets is subject
     (other than any such conflict, violation, breach or default that has been
     validly and unconditionally waived), (iii) will conflict with, violate,
     result in a breach of, constitute a default under (whether with notice or
     lapse of time or both), accelerate or permit the acceleration of the
     performance required by, give to others any material interests or rights or
     require any consent, authorization or approval under any indenture,
     mortgage, lease agreement or instrument to which such party or any of its
     Controlled Related Parties is a party or by which such party or any of its
     Controlled Related Parties is or may be bound, or (iv) will result in the
     creation or imposition of any lien upon any of the material properties or
     assets of such party or any of its Controlled Related Parties, which in any
     such case could reasonably be expected to materially impair such party's
     ability to perform its obligations under this agreement or to have a
     material adverse effect on the consolidated financial condition of each
     party or its Parent.

(c)  Governmental Authorizations.  Any registration, declaration or filing with,
     or consent, approval, license, permit or other authorization or order by,
     any governmental or regulatory authority, domestic or foreign, that is
     required to be obtained by such party in connection with the valid
     execution, delivery, acceptance and performance by such party under this
     agreement or the consummation by such

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<PAGE>

     party of any transaction contemplated hereby has been completed, made or
     obtained, as the case may be.

(d)  Litigation.  There are no actions, suits, proceedings or investigations
     pending or, to the knowledge of such party, threatened against or affecting
     such party or any of its Controlled Related Parties or any of their
     properties, assets or businesses in any court or before or by any
     governmental department, board, agency or instrumentality, domestic or
     foreign, or any arbitrator which could, if adversely determined (or, in the
     case of an investigation could lead to any action, suit or proceeding,
     which if adversely determined could), reasonably be expected to materially
     impair such party's ability to perform its obligations under this agreement
     or to have a material adverse effect on the consolidated financial
     condition of such party or its parent; and such party or any of its
     Controlled Related Parties has not received any currently effective notice
     of any default, and such party or any of its Controlled Related Parties is
     not in default, under any applicable order, writ, injunction, decree,
     permit, determination or award of any court, any governmental department,
     board, agency or instrumentality, domestic or foreign, or any arbitrator,
     which default could reasonably be expected to materially impair such
     party's ability to perform its obligations under this agreement or to have
     a material adverse effect on the consolidated financial condition of such
     party or its Parent.

     Section 6.2.   Survival.  The representations and warranties provided for
under this Article 6 will survive the execution and delivery of this agreement.

                                   ARTICLE 7
                       PROSECUTION OF INFRINGEMENT CLAIMS

       Section 7.1. Notice and Prosecution of Infringement.  Licensee agrees to
notify Licensor promptly, in writing, of any alleged, actual or threatened
infringement of any of the Licensed Marks within the Service Area of which
Licensee becomes aware.  Licensor has the sole right to determine whether or not
to take any action on such infringements.  Licensor has the sole right to employ
counsel of its choosing and to direct any litigation and settlement of
infringement actions.  Any recoveries, damages and costs recovered through such
proceedings shall belong exclusively to Licensor, and Licensor shall be solely
responsible for all costs and expenses (including attorney fees) of prosecuting
such actions.  Licensee agrees to provide Licensor with all reasonably requested
assistance in connection with such proceedings.

                                   ARTICLE 8
                LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

     Section 8.1.   Indemnification.  (a) Each party hereby agrees to indemnify
the other party against and agrees to hold it harmless from any Loss incurred or
suffered by such other party arising out of or in connection with:

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<PAGE>

        (i) the material breach of any representation or warranty made by such
     party in this agreement; and

        (ii) the material breach of any covenant or agreement by such party
     contained in this agreement.

(b)  In addition to the indemnification provided for in Section 8.1(a), Licensee
     agrees to indemnify Licensor against and hold it harmless from any Loss
     suffered or incurred by Licensor or its Controlled Related Parties by
     reason of a third party claim arising out of or relating to (i) the use of
     the Licensed Marks by Licensee; or (ii) the marketing, promotion,
     advertisement, distribution, lease or sale by Licensee ( or any permitted
     sublicensee) or by any additional Licensee (or any permitted sublicensee)
     of any Sprint PCS Products and Services, Related Equipment or Premium and
     Promotional Items under the Licensed Marks pursuant to this agreement,
     including unfair or fraudulent advertising claims, warranty claims and
     product defect or liability claims, pertaining to the Sprint PCS Products
     and Services, Related Equipment or Premium and Promotional Items.
     Notwithstanding the foregoing, Licensee will not be required under this
     paragraph (b) to indemnify any Loss arising solely out of Licensee's use of
     the Licensed Marks in compliance with the terms of the Trademark and
     Service Mark Usage Guidelines; provided that Licensor shall have no
     obligation to indemnify for third-party claims alleged to arise from the
     specifics of uses of third-party trademarks or service marks, or the
     specifics of claims made, in marketing materials prepared by or for
     Licensee, which marketing materials have not been approved by Licensor
     prior to the publication out of which such claims are alleged to have
     arisen.


                                   ARTICLE 9
                               OBLIGATIONS/SETOFF

     Section 9.1.   Obligations/Setoff.  The obligations of the parties as set
forth in this agreement shall be unconditional and irrevocable, and shall not be
subject to any defense or be released, discharged or otherwise affected by any
matter, including impossibility, illegality, impracticality, frustration of
purpose, force majeure, act of government, the bankruptcy or insolvency of any
party hereto, and the obligations of each party shall not be subject to any
right of setoff or recoupment which such party may not or hereafter have against
the other party.

                                   ARTICLE 10
                      LIMITATION ON USE OF LICENSED MARKS

     Section 10.1.  Restrictions on Use.  Licensee is not permitted to make any
use of the Licensed Marks in connection with products or services other than the
Sprint PCS Products and Services, and as specifically authorized in Sections
1.1(b) above with respect to Related

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<PAGE>

Equipment and Premium and Promotional Items, nor to make any use of the Licensed
Marks directed outside of the Service Area.

     Section 10.2   Adherence to Trademark and Service Mark Usage Guidelines.
Licensee agrees to comply with and adhere to Trademark and Service Mark Usage
Guidelines for the depiction or presentation of the Licensed Marks, as furnished
by Licensor.  Prior to Licensee depicting or presenting any of the Licensed
Marks on any type of marketing, advertising or promotional materials, Licensee
agrees to submit samples of such materials to Licensor for approval.  Licensor
shall have fourteen (14) days from the date Licensor receives such materials to
approve or object to any such materials submitted to Licensor for review.  In
the event Licensor does not object to such materials within such fourteen (14)
day period, such materials shall be deemed approved by Licensor.  Thereafter,
Licensee shall not be obligated to submit to Licensor materials prepared in
accordance with the samples previously approved by Licensor and the Trademark
and Service Mark Usage Guidelines; provided, however, Licensee shall, at the
reasonable request of Licensor, continue to furnish samples of such marketing,
advertising and promotional materials to Licensor from time to time during the
term hereof at the request of Licensor.

     Section 10.3.  Use of Similar Trademarks and Service Marks.  Licensee
agrees not to use (a) any trademark or service mark which is confusingly similar
to, or a colorable imitation of, the Licensed Marks or any part thereof, or (b)
any work, symbol, character, or set of words, symbols, or characters, which in
any language would be identified as the equivalent of the Licensed Marks or that
are otherwise confusingly similar to, or a colorable imitation of, the Licensed
Marks, whether during the term of this agreement or at any time following
termination of this agreement.  Licensee shall not knowingly engage in any
conduct which may place the Sprint PCS Products and Services, the Licensed Marks
or Licensor in a negative light or context.

     Section 10.4.  Services of Public Figures.  Licensee agrees to obtain
Licensor's prior written approval (which approval will not be unreasonably
withheld) before engaging the services of any celebrity or publicly known
individual for endorsement of any Sprint PCS Products and Services or Premium
and Promotional Items.

                                   ARTICLE 11
                             CONTROL OF BRAND IMAGE

     Section 11.1   Exclusive Use of Licensed Marks.  The Sprint PCS Products
and Services shall be marketed by Licensee solely under the Licensed Marks.

     Section 11.2.  Consistency With Brand Image and Principles.  Licensee shall
use the Licensed Marks in a manner that is consistent with the brand image and
principles established by Licensor, and mechanics to ensure consistency will be
included in the Marketing Communications Guidelines.

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<PAGE>

     Section 11.3   Management of Brand Image.  Licensor shall be responsible
for the overall management of the brand image for the Licensed Marks.  All
advertising, marketing and promotional materials using the Licensed Marks
prepared by Licensee shall, in addition to the provisions set forth in Section
11.2 above, comply with the Marketing Communications Guidelines to be furnished
by Licensor to Licensee as such Marketing Communications Guidelines may be
amended and updated by Licensor from time to time.  Such Marketing
Communications Guidelines shall establish reasonable principles to be followed
in the development of advertising, marketing and promotional campaigns in order
to ensure a consistent and coherent brand image.  All advertising, marketing and
promotional campaigns conducted by Licensee shall be conducted in a manner
consistent with the Marketing Communications Guidelines.

     Section 11.4.  Advertising Agencies; Promotions.  Licensee may select its
own advertising agencies for development of its advertising and promotional
campaigns; provided, however, that all media buys shall be coordinated by
Licensee with the buying agency of Licensor.  Licensee and Licensor shall
conduct ongoing reviews of upcoming advertising, marketing and promotional
campaigns of each party and shall use good faith efforts to coordinate their
respective campaigns in a manner that will maximize the advertising, marketing
and promotional efforts of the parties and be consistent with the Marketing
Communications Guidelines.  Licensee shall not initiate any products or
promotions under names which are confusingly similar to any names of national
product offerings or promotions by Licensor. Neither Licensor nor any of its
Controlled Related Parties shall initiate any products or promotions under names
which are confusingly similar to any names of national product offerings or
promotions by Licensee.  In addition, Licensor will use its commercially
reasonable efforts to ensure that no third party licensee under the Licensed
Marks initiates any products or promotions in the Service Area under names which
are confusingly similar to any names of national product offerings or promotions
by Licensee.

     Section 11.5   Ownership of Advertising Materials.  All agreements entered
into by Licensee with advertising agencies shall provide that Licensor shall own
all advertising materials (including concepts, themes, characters and the like)
created or developed thereunder.    Subject to the terms and conditions set
forth herein, Licensee shall receive a perpetual, non-exclusive, royalty-free
license to use such materials in connection with advertising and promotional
materials developed by Licensee; provided, however, that the rights granted
under such perpetual license shall be limited solely to the use of such
materials and shall not extend the term of the license with respect to the
Licensed Marks provided for hereunder.

                                   ARTICLE 12
                            RELATIONSHIP OF PARTIES

     Section 12.1.  Relationship of Parties.  It is the express intention of the
parties that Licensee is and shall be an independent contractor and no
partnership shall exist between Licensee and Licensor pursuant hereto.  This
agreement shall not be construed to make Licensee the agent or legal
representative of Licensor for any purpose whatsoever (except as expressly

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<PAGE>

provided in Articles 7 and 8), and Licensee is not granted any right or
authority to assume or create any obligations for, on behalf of, or in the name
of Licensor (except as expressly provided in Articles 7 and 8).  Licensee
agrees, and shall require its permitted sublicensees to agree, not to incur or
contract any debt or obligation on behalf of Licensor, or commit any act, make
any representation, or advertise in any manner that may adversely affect any
right of Licensor in or with respect to the Licensed Marks or be detrimental to
Licensor's image.

                                   ARTICLE 13
                   TERM; TERMINATION; EFFECTS OF TERMINATION

     Section 13.1.  Term.  This agreement commences on the date of execution and
continues until the Affiliation Agreement terminates, unless earlier terminated
in accordance with the terms set forth in this Article 13.  This agreement
automatically terminates upon termination of the Affiliation Agreement.

     Section 13.2.  Events of Termination.  If any of the following events shall
occur with respect to Licensee, each such occurrence shall be deemed an "Event
of Termination":

(a)  Bankruptcy.  The occurrence of a "Bankruptcy" with respect to Licensee.

(b)  Breach of Agreements.  Licensee fails to perform in accordance with any of
     the material terms and conditions contained herein in any material respect.

(c)  Material Misrepresentation.  Licensee breaches any material representation
     or warranty of Licensee made in Section 4.2 or Article 6 in any material
     respect.

(d)  Termination of Affiliation Agreement.  The termination of the Affiliation
     Agreement, for whatever reason.


     Section 13.3.  Licensor's Right to Terminate Upon Event of Termination.
Licensor may, at its option, without prejudice to any other remedies it may
have, terminate this agreement by giving written notice of such termination to
Licensee as follows:  (a) immediately, upon the occurrence of any Event of
Termination pursuant to Section 13.2(a) with respect to Licensee; or (b) after
the expiration of thirty (30) days from Licensee's receipt of written notice
from Licensor of the occurrence of any Event of Termination pursuant to Sections
13.2(b) or 13.2(c), if such failure to perform or breach is then still uncured;
or (c) immediately upon the repeated or continuing occurrence of Events of
Termination pursuant to Section 13.2(b) (regardless of whether such continuing
failures to perform or breaches have been cured by Licensee in accordance with
the provisions of clause (b) or this Section 13.3); or (d) immediately upon the
occurrence of a termination pursuant to Section 13.2(d).

     Section 13.4   Licensee's Right to Terminate.  Licensee may, at its option,
without prejudice to any other remedies it may have, terminate this agreement by
giving written notice of

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<PAGE>

such termination to Licensor as follows: (a) immediately, in the event that
Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed
Marks in Licensor's business; or (b) immediately in the event of the occurrence
of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an
occurrence of termination pursuant to Section 13.2(d).

     Section 13.5.  Effects of Termination.  Upon the termination of this
agreement for any reason, all rights of Licensee in and to the Licensed Marks in
the Service Area shall cease within thirty (30) days following the date on which
this agreement terminates (except in the case of a termination resulting from an
Event of Termination described in Section 13.2(b),  (c) or (d), in which case
such rights to use the Licensed Marks will terminate immediately upon the date
of termination); provided, however, that Licensee may thereafter sell, transfer
or otherwise dispose of any Related Equipment and Premium and Promotional Items
that are then in Licensee's inventory (or which Licensee has purchased or is
then legally obligated to purchase) for an additional reasonable period not to
exceed three (3) months.  Licensee's right of disposal under this Section 13.5
shall not prohibit Licensor from granting to third parties during the disposal
period licenses and other rights with respect to the Licensed Marks.  The
provisions of Articles 3, 4, 5, 6 and 8 will survive any termination of this
agreement.

                                   ARTICLE 14
                            ASSIGNMENT; SUBLICENSING

     Section 14.1.  Licensee Right to Assign.  Licensee, without the prior
written consent of Licensor (in its sole discretion), shall have no right to
assign any of its rights or obligations hereunder.

     Section 14.2.  Licensor Right to Assign the Licensed Marks.  Nothing herein
shall be construed to limit the right of the Licensor to transfer or assign its
interests in the Licensed Marks, subject to the agreement of the assignee to be
bound by the terms and conditions of this agreement.

     Section 14.3.  Licenses to Additional Licensees; Sublicenses; Licenses to
Additional Licensees.  Licensee shall not sublicense (or attempt to sublicense)
any of its rights hereunder without the prior written consent of Licensor, in
the sole discretion of Licensor.

                                   ARTICLE 15
                                 MISCELLANEOUS

     Section 15.1.  Notices.  Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement shall be in
writing and mailed (certified or registered mail, postage prepaid, return
receipt requested) or sent by hand or overnight courier, or by facsimile (with
acknowledgment received), charges prepaid and addressed as described on the
Notice Address Schedule attached to the Master Signature Page,  or to such other
address or number as such party may from time to time specify by written notice
to the other party.  All notices and other communications given to a party in
accordance with the provisions of this

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<PAGE>

agreement shall be deemed to have been given and received (i) four (4) Business
Days after the same are sent by certified or registered mail, postage prepaid,
return receipt requested, (ii) when delivered by hand or transmitted by
facsimile (with acknowledgment received and, in the case of a facsimile only, a
copy of such notice is sent no later than the next Business Day by a reliable
overnight courier service, with acknowledgment of receipt) or (iii) one (1)
Business Day after the same are sent by a reliable overnight courier service,
with acknowledgment of receipt .

     Section 15.2.  Binding Effect.  Except as otherwise provided in this
agreement, this agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, transferees, and assigns.

     Section 15.3.  Construction.  This agreement shall be construed simply
according to its fair meaning and not strictly for or against any party.

     Section 15.4.  Time.  Time is of the essence with respect to this
agreement.

     Section 15.5.  Table of Contents; Headings.  The table of contents and
section and other headings contained in this agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the
scope, extent or intent of this agreement.

     Section 15.6.  Severability.  Every provision of this agreement is intended
to be severable.  If any term or provision hereof is illegal, invalid or
unenforceable for any reason whatsoever, that term or provision will be enforced
to the maximum extent permissible so as to effect the intent of the parties, and
such illegality, invalidity or unenforceability shall not affect the validity or
legality of the remainder of this agreement.  If necessary to effect the intent
of the parties, the parties will negotiate in good faith to amend this agreement
to replace the unenforceable language with enforceable language which as closely
as possible reflects such intent.

     Section 15.7.  Further Action.  Each party, upon the reasonable request of
the other party, agrees to perform all further acts and execute, acknowledge,
and deliver any documents which may be reasonably necessary, appropriate, or
desirable to carry out the intent and purposes of this agreement.

     Section 15.8.  Governing Law.  The internal laws of the State of Missouri
(without regard to principles of conflict of law) shall govern the validity of
this agreement, the construction of its terms, and the interpretation of the
rights and duties of the parties.

     Section 15.9.  Specific Performance.  Each party agrees with the other
party that the other party would be irreparably damaged if any of the provisions
of this agreement are not performed in accordance with their specific terms and
that monetary damages would not provide an adequate remedy in such event.
Accordingly, in addition to any other remedy to which the nonbreaching party may
be entitled, at law or in equity, the nonbreaching party shall be entitled

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<PAGE>

to injunctive relief to prevent breaches of this agreement and specifically to
enforce the terms and provisions hereof.

     Section 15.10. Entire Agreement.  The provisions of this agreement set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior agreements, oral or written, and
other communications between the parties relating to the subject matter hereof.

     Section 15.11. Limitation on Rights of Others.  Nothing in this agreement,
whether express or implied, shall be construed to give any party other than the
parties any legal or equitable right, remedy or claim under or in respect of
this agreement.

     Section 15.12. Waivers; Remedies.  The observance of any term of this
agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party or parties entitled to enforce such
term, but any such waiver shall be effective only if in writing signed by the
party or parties against which such waiver is to be asserted.  Except as
otherwise provided herein, no failure or delay of any party in exercising any
power or right under this agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other
further exercise thereof or the exercise of any other right or power.

     Section 15.13. Jurisdiction; Consent to Service of Process.

(a)  Each party hereby irrevocably and unconditionally submits, for itself and
     its property, to the nonexclusive jurisdiction of any Missouri State court
     sitting in the County of Jackson or any Federal court of the United States
     of America sitting in the Western District of Missouri, and any appellate
     court from any such court, in any suit action or proceeding arising out of
     or relating to this agreement, or for recognition or enforcement of any
     judgment, and each party hereby irrevocably and unconditionally agrees that
     all claims in respect of any such suit, action or proceeding may be heard
     and determined in such Missouri State Court or, to the extent permitted by
     law, in such Federal court.

(b)  Each party hereby irrevocably and unconditionally waives, to the fullest
     extent it may legally do so, any objection which it may now or hereafter
     have to the laying of venue of any suit, action or proceeding arising out
     of or relating to this agreement in Missouri State court sitting in the
     County of Jackson or any Federal court sitting in the Western District of
     Missouri.  Each party hereby irrevocably waives, to the fullest extent
     permitted by law, the defense of an inconvenient forum to the maintenance
     of such suit, action or proceeding in any such court and further waives the
     right to object, with respect to such suit, action or proceeding, that such
     court does not have jurisdiction over such party.

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(c)  Each party irrevocably consents to service of process in the manner
     provided for the giving of notices pursuant to this agreement, provided
     that such service shall be deemed to have been given only when actually
     received by such party.  Nothing in this agreement shall affect the right
     of a party to serve process in another manner permitted by law.

     Section 15.14. Waiver of Jury Trial.  Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by jury in
respect of any action, suit or proceeding arising out of or relating to this
agreement.

     Section 15.15. Consents.  Whenever this agreement requires or permits
consent by or on behalf of a party, such consent shall be given in writing in a
manner consistent with the requirements for a waiver of compliance as set forth
in Section 15.13, with appropriate notice in accordance with Section 15.1 of
this agreement.

     Section 15.16. Master Signature Page.  Each party agrees that it will
execute the Master Signature Page that evidences such party's agreement to
execute, become a party to and be bound by this agreement, which document is
incorporated herein by this reference.



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<PAGE>

                                SPRINT SPECTRUM


                           TRADEMARK AND SERVICE MARK
                               LICENSE AGREEMENT

                                    BETWEEN

                              SPRINT SPECTRUM L.P.

                                      AND

                           LOUISIANA UNWIRED, L.L.C.




                         Dated as of February 8, 1999
<PAGE>

                         SPRINT SPECTRUM TRADEMARK AND
                         SERVICE MARK LICENSE AGREEMENT
                         ------------------------------

     THIS AGREEMENT is made as of the 8th day of February, 1999, by and between
Sprint Spectrum L.P., a Delaware limited partnership, as licensor ("Licensor"),
and Louisiana Unwired, L.L.C., a Louisiana limited liability company, as
licensee ("Licensee"). THE DEFINITIONS FOR THIS AGREEMENT ARE SET FORTH ON THE
"SCHEDULE OF DEFINITIONS".

                                   RECITALS:

     WHEREAS, Licensor is the owner of the U.S. trademarks and service marks
"THE CLEAR ALTERNATIVE TO CELLULAR" and "EXPERIENCE THE CLEAR ALTERNATIVE TO
CELLULAR TODAY" and such other marks as may be adopted and established from time
to time and the goodwill of the business symbolized thereby; and

     WHEREAS, Licensee desires to use the trademarks and service marks in
commerce;

     NOW, THEREFORE, the parties, in consideration of the mutual agreements
herein contained and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, do hereby agree as follows:

                                   ARTICLE 1
            GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY

     Section 1.1.  License.

(a)  Grant of License.  Subject to the terms and conditions hereof, Licensor
     hereby grants to Licensee, and Licensee hereby accepts from Licensor, for
     the term of this agreement, a non-transferable, royalty-free license to use
     the Licensed Marks solely for and in connection with the marketing,
     promotion, advertisement, distribution, lease or sale of Sprint PCS
     Products and Services and Premium and Promotional Items in the Service
     Area.

(b)  Related Equipment.  The rights granted hereunder to Licensee shall not
     include the right to manufacture equipment under the Licensed Marks.
     However, subject to the terms and conditions hereof, Licensor hereby grants
     to Licensee, and Licensee hereby accepts from Licensor, for the term of
     this agreement, a non-transferable, royalty-free license to market,
     promote, advertise, distribute and resell and lease Related Equipment in
     connection with the marketing, promotion, advertisement, distribution,
     lease or sale by Licensee of Sprint PCS Products and Services, and to
     furnish services relating to such Related Equipment (including
     installation, repair and maintenance of Related Equipment), under the
     Licensed Marks.
<PAGE>

                                   ARTICLE 2
                         QUALITY STANDARDS, MAINTENANCE

     Section 2.1.  Maintenance of Quality.

(a)  Adherence to Quality Standards.  In the course of marketing, promoting,
     advertising, distributing, leasing and selling Sprint PCS Products and
     Services and Premium and Promotional Items under the Licensed Marks,
     Licensee shall maintain and adhere to standards of quality and
     specifications that conform to or exceed those quality standards and
     technical and operational specifications adopted and/or amended in the
     manner provided below ("Quality Standards") and those imposed by Law.  Such
     Quality Standards are designed to ensure that the quality of the Sprint PCS
     Products and Services and Premium and Promotional Items marketed, promoted,
     advertised, distributed, leased and sold under the Licensed Marks are
     consistent with the high reputation of the Licensed Marks and are in
     conformity with applicable Laws.

(b)  Establishment of Quality Standards.  The parties acknowledge that the
     initial Quality Standards for the Sprint PCS Products and Services and
     Premium and Promotional Items are attached to the Management Agreement as
     Exhibits 4.1, 4.2, 4.3, 7.2, and 8.1.  The Quality Standards shall (i) be
     consistent with the reputation for quality associated with the Licensed
     Marks and (ii) be commensurate with a high level of quality (taking into
     account Licensee's fundamental underlying technology and standards),
     consistent with the level of quality being offered in the market for
     products and services of the same kind as the Sprint PCS Products and
     Services.

(c)  Changes in Quality Standards.  In the event that Licensor wishes to change
     the Quality Standards, it will notify Licensee in writing of such proposed
     amendments, and will afford Licensee a reasonable time period in which to
     adopt such changes as may be required in order for Licensee to conform to
     the amended Quality Standards.

     Section 2.2.  Rights of Inspection.  In order to ensure that the Quality
Standards are maintained, Licensor and its authorized agents and representatives
shall have the right, but not the obligation, with prior notice to Licensee, to
enter upon the premises of any office or facility operated by or for Licensee
with respect to Sprint PCS Products and Services and Premium and Promotional
Items at all reasonable times, to inspect, monitor and test in a reasonable
manner facilities and equipment used to furnish Sprint PCS Products and Services
and Premium and Promotional Items and, with prior written notice to Licensee, to
inspect the books and records of Licensee in a manner that does not unreasonably
interfere with the business and affairs of Licensee, all as they relate to the
compliance with the Quality Standards maintained hereunder.

     Section 2.3.  Marking; Compliance with Trademark Laws.  Licensee shall
cause the appropriate designation "(TM)" or "(SM)" or the registration symbol
"(R)" to be placed adjacent to the Licensed Marks in connection with the use
thereof and to indicate such additional information as Licensor shall reasonably
specify from time to time concerning the license rights under which

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Licensee uses the Licensed Marks. Licensee shall place the following notice on
all printed or electronic materials on which the Licensed Marks appear: "THE
CLEAR ALTERNATIVE TO CELLULAR", "EXPERIENCE THE CLEAR ALTERNATIVE TO CELLULAR
TODAY", and such other marks as may be adopted and established from time to
time, are trademarks and/or service marks of Sprint Spectrum L.P., "used under
license" or such other notice as Licensor may specify from time to time.

     Section 2.4.  Other Use Restrictions.  Licensee shall not use the Licensed
Marks in any manner that would reflect adversely on the image of quality
symbolized by the Licensed Marks.

                                   ARTICLE 3
                            CONFIDENTIAL INFORMATION

     Section 3.1.  Maintenance of Confidentiality.  Each of Licensor and
Licensee and their respective Controlled Related Parties (each a "Restricted
Party") shall cause their respective officers and directors (in their capacity
as such) to, and shall take all reasonable measures to cause their respective
employees, attorneys, accountants, consultants and other agents and advisors
(collectively, and together with their respective officers and directors,
"Agents") to, keep secret and maintain in confidence the terms of this agreement
and all confidential and proprietary information and data of the other party or
its Related Parties disclosed to it (in each case, a "Receiving Party") in
connection with the performance of its obligations under this agreement (the
"Confidential Information") and shall not, and shall cause their respective
officers and directors not to, and shall take all reasonable measures to cause
their respective other Agents not to, disclose Confidential Information to any
Person other than the parties, their Controlled Related Parties and their
respective Agents that need to know such Confidential Information.  Each party
further agrees that it shall not use the Confidential Information for any
purpose other than determining and performing its obligations and exercising its
rights under this agreement.  Each party shall take all reasonable measures
necessary to prevent any unauthorized disclosure of the Confidential Information
by any of their respective Controlled Related Parties or any of their respective
Agents.  The measures taken by a Restricted Party to protect Confidential
Information shall be not deemed unreasonable if the measures taken are at least
as strong as the measures taken by the disclosing party to protect such
Confidential Information.

     Section 3.2.  Permitted Disclosures.  Nothing herein shall prevent any
Restricted Party or its Agents from using, disclosing, or authorizing the
disclosure of Confidential Information it receives and which:

(i)  has been published or is in the public domain, or which subsequently comes
     into the public domain, through no fault of the receiving party;

(ii) prior to receipt hereunder was property within the legitimate possession
     of the Receiving Party or, subsequent to receipt hereunder is lawfully
     received from a third party having rights therein without restriction of
     the third party's right to disseminate

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      the Confidential Information and without notice of any restriction against
      its further disclosure.

(iii) is independently developed by the Receiving Party through Persons who have
      not had, either directly or indirectly, access to or knowledge of such
      Confidential Information;

(iv)  is disclosed to a third party with the written approval of the party
      originally disclosing such information, provided that such Confidential
      Information shall cease to be confidential and proprietary information
      covered by this agreement only to the extent of the disclosure so
      consented to;

(v)   subject to the Receiving Party's compliance with Section 3.4 below, is
      required to be produced under order of a court of competent jurisdiction
      or other similar requirements of a governmental agency, provided that such
      Confidential Information to the extent covered by a protective order or
      its equivalent shall otherwise continue to be Confidential Information
      required to be held confidential for purpose of this agreement; or

(vi)  subject to the Receiving Party's compliance with Section 3.4 below, is
      required to be disclosed by applicable Law or a stock exchange or
      association on which such Receiving Party's securities (or those of its
      Related Party) are listed.

     Section 3.3.  Financial Institutions.  Notwithstanding this Article 3, any
party may provide Confidential Information to any financial institution in
connection with borrowings from such financial institution by such party or any
of its Controlled Related Parties, so long as prior to any such disclosure such
financial institution executes a confidentiality agreement that provides
protection substantially equivalent to the protection provided the parties in
this Article 3.

     Section 3.4.  Procedures.  In the event that any Receiving Party (i) must
disclose Confidential Information in order to comply with applicable Law or the
requirements of a stock exchange or association on which such Receiving Party's
securities or those of its Related Parties are listed or (ii) becomes legally
compelled (by oral questions, interrogatories, requests for information or
documents, subpoenas, civil investigative demand or otherwise) to disclose any
Confidential Information, the Receiving Party shall provide the disclosing party
with prompt written notice so that in the case of clause (i), the disclosing
party can work with the Receiving Party to limit the disclosure to the greatest
extent possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate remedy or
waive compliance with the provisions of this agreement.  In the case of a clause
(ii), (A) if the disclosing party is unable to obtain a protective order or
other appropriate remedy, or if the disclosing party so directs, the Receiving
Party shall, and shall cause its employees to, exercise all commercially
reasonable efforts to obtain a protective order or other appropriate remedy at
the disclosing party's reasonable expense, and (B) failing the entry of a
protective order or other appropriate remedy or receipt of a waiver hereunder,
the Receiving Party shall

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furnish only that portion of the Confidential Information which it is advised by
opinion of its counsel is legally required to be furnished and shall exercise
all commercially reasonable efforts to obtain reliable assurance that
confidential treatment shall be accorded such Confidential Information, it being
understood that such reasonable efforts shall be at the cost and expense of the
disclosing party whose Confidential Information has been sought.

     Section 3.5.  Survival.  The obligations under this Article 3 shall
survive, as to any party, until two (2) years following the date of termination
of this agreement, and, as to any Controlled Related Party of a party, until two
(2) years following the earlier to occur of (A) the date that such Person is no
longer a Controlled Related Party of a party, or (B) the date of the termination
of this agreement; provided that such obligations shall continue indefinitely
with respect to any trade secret or similar information which is proprietary to
a party or its Controlled Related Parties and provides such party or its
Controlled Related Parties with an advantage over its competitors.

                                   ARTICLE 4
             REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

     Section 4.1.  Licensor's Ownership.  Licensee acknowledges Licensor's
exclusive right, title and interest in and to the Licensed Marks and
acknowledges that nothing herein shall be construed to accord to Licensee any
rights in the Service Area in the Licensed Marks except as expressly provided,
herein.  Licensee acknowledges that its use in the Service Area of the Licensed
Marks shall not create in Licensee any right, title or interest in the Service
Area in the Licensed Marks and that all use in the Service Area of the Licensed
Marks and the goodwill symbolized by and connected with such use of the Licensed
Marks will inure solely to the benefit of the Licensor.

     Section 4.2.  No Challenge by Licensee.  Licensee covenants that (i)
Licensee will not at any time challenge Licensor's rights, title or interest in
the Licensed Marks (other than to assert the specific rights granted to Licensee
under this agreement), (ii) Licensee will not do or cause to be done or omit to
do anything, the doing, causing or omitting of which would contest or in any way
impair or tend to impair the rights of Licensor in the Licensed Marks, and (iii)
Licensee will not represent to any third party that Licensee has any ownership
or rights in the Service Area with respect to the Licensed Marks other than the
specific rights conferred by this agreement.


                                   ARTICLE 5
             REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

     Section 5.1.  Title to the Licensed Marks.  Licensor represents and
warrants that:

(a)  Licensor has good title to the Licensed Marks and has the right to grant
     the licenses provided for hereunder in accordance with the terms and
     conditions hereof, free of any liabilities, charges, liens, pledges,
     mortgages, restrictions, adverse claims,

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     security interests, rights of others, and encumbrances of any kind
     (collectively, "Encumbrances"), other than Encumbrances which will not
     restrict or interfere in any material respect with the exercise by Licensee
     of the rights granted to Licensee hereunder.

(b)  There is no claim, action, proceeding or other litigation pending or, to
     the knowledge of Licensor, threatened with respect to Licensor's ownership
     of the Licensed Marks or which, if adversely determined, would restrict or
     otherwise interfere in any material respect with the exercise by Licensee
     of the rights purported to be granted to Licensee hereunder.

     Except as expressly provided above in this Section 5.1, Licensor makes no
representation or warranty of any kind or nature whether express or implied with
respect to the Licensed Marks (including freedom from third party infringement
of the Licensed Marks).

     The representations and warranties provided for in this Section 5.1 shall
survive the execution and delivery of this agreement.

     Section 5.2.  Other Licensees.  In the event Licensor grants to any third
party any licenses or rights with respect to the Licensed Marks, Licensor shall
not, in connection with the grant of any such license or rights, take any
actions, or suffer any omission that would adversely affect the existence or
validity of the Licensed Marks or conflict with the rights granted to Licensee
hereunder.

     Section 5.3.  Abandonment.  Licensor covenants and agrees that, during the
term of this agreement, it will not abandon the Licensed Marks.

                                   ARTICLE 6
                 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

     Section 6.1.  Representations and Warranties.  Each party hereby represents
and warrants to the other party as follows:

(a)  Due Incorporation or Formation; Authorization of Agreement.  Such party is
     a corporation duly organized, a limited liability company duly organized or
     a partnership duly formed, validly existing and, if applicable, in good
     standing under the laws of the jurisdiction of its incorporation or
     formation and has the corporate, company or partnership power and authority
     to own its property and carry on its business as owned and carried on at
     the date hereof and as contemplated hereby.  Such party is duly licensed or
     qualified to do business and, if applicable, is in good standing in each of
     the jurisdictions in which the failure to be so licensed or qualified would
     have a material adverse effect on its financial condition or its ability to
     perform its obligations hereunder.  Such party has the corporate, company
     or partnership power and authority to execute and deliver this agreement
     and to perform its obligations hereunder and the execution, delivery and
     performance of this agreement

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     have been duly authorized by all necessary corporate, company or
     partnership action. Assuming the due execution and delivery by the other
     party hereto, this agreement constitutes the legal, valid and binding
     obligation of such party enforceable against such party in accordance with
     its terms, subject as to enforceability to limits imposed by bankruptcy,
     insolvency or similar laws affecting creditors' rights generally and the
     availability of equitable remedies.

(b)  No Conflict with Restrictions; No Default.  Neither the execution, delivery
     and performance of this agreement nor the consummation by such party of the
     transactions contemplated hereby (i) will conflict with, violate or result
     in a breach of any of the terms, conditions or provisions of any law,
     regulation, order, writ, injunction, decree, determination or award of any
     court, any governmental department, board, agency or instrumentality,
     domestic or foreign, or any arbitrator, applicable to such party or any of
     its Controlled Related Parties, (ii) will conflict with, violate, result in
     a breach of or constitute a default under any of the terms, conditions or
     provisions of the articles of incorporation, articles of organization or
     certificate of formation, bylaws, operating agreement or limited liability
     company agreement, or partnership agreement of such party or any of its
     Controlled Related Parties or of any material agreement or instrument to
     which such party or any of its Controlled Related Parties is a party or by
     which such party or any of its Controlled Related Parties is or may be
     bound or to which any of its material properties or assets is subject
     (other than any such conflict, violation, breach or default that has been
     validly and unconditionally waived), (iii) will conflict with, violate,
     result in a breach of, constitute a default under (whether with notice or
     lapse of time or both), accelerate or permit the acceleration of the
     performance required by, give to others any material interests or rights or
     require any consent, authorization or approval under any indenture,
     mortgage, lease agreement or instrument to which such party or any of its
     Controlled Related Parties is a party or by which such party or any of its
     Controlled Related Parties is or may be bound, or (iv) will result in the
     creation or imposition of any lien upon any of the material properties or
     assets of such party or any of its Controlled Related Parties, which in any
     such case could reasonably be expected to materially impair such party's
     ability to perform its obligations under this agreement or to have a
     material adverse effect on the consolidated financial condition of each
     party or its Parent.

(c)  Governmental Authorizations.  Any registration, declaration or filing with,
     or consent, approval, license, permit or other authorization or order by,
     any governmental or regulatory authority, domestic or foreign, that is
     required to be obtained by such party in connection with the valid
     execution, delivery, acceptance and performance by such party under this
     agreement or the consummation by such party of any transaction contemplated
     hereby has been completed, made or obtained, as the case may be.

(d)  Litigation.  There are no actions, suits, proceedings or investigations
     pending or, to the knowledge of such party, threatened against or affecting
     such party or any of its

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     Controlled Related Parties or any of their properties, assets or businesses
     in any court or before or by any governmental department, board, agency or
     instrumentality, domestic or foreign, or any arbitrator which could, if
     adversely determined (or, in the case of an investigation could lead to any
     action, suit or proceeding, which if adversely determined could),
     reasonably be expected to materially impair such party's ability to perform
     its obligations under this agreement or to have a material adverse effect
     on the consolidated financial condition of such party or its parent; and
     such party or any of its Controlled Related Parties has not received any
     currently effective notice of any default, and such party or any of its
     Controlled Related Parties is not in default, under any applicable order,
     writ, injunction, decree, permit, determination or award of any court, any
     governmental department, board, agency or instrumentality, domestic or
     foreign, or any arbitrator, which default could reasonably be expected to
     materially impair such party's ability to perform its obligations under
     this agreement or to have a material adverse effect on the consolidated
     financial condition of such party or its Parent.

     Section 6.2.  Survival.  The representations and warranties provided for
under this Article 6 will survive the execution and delivery of this agreement.

                                    ARTICLE 7
                       PROSECUTION OF INFRINGEMENT CLAIMS

     Section 7.1.  Notice and Prosecution of Infringement.  Licensee agrees to
notify Licensor promptly, in writing, of any alleged, actual or threatened
infringement of any of the Licensed Marks within the Service Area of which
Licensee becomes aware.  Licensor has the sole right to determine whether or not
to take any action on such infringements.  Licensor has the sole right to employ
counsel of its choosing and to direct any litigation and settlement of
infringement actions.  Any recoveries, damages and costs recovered through such
proceedings shall belong exclusively to Licensor, and Licensor shall be solely
responsible for all costs and expenses (including attorney fees) of prosecuting
such actions.  Licensee agrees to provide Licensor with all reasonably requested
assistance in connection with such proceedings.

                                   ARTICLE 8
                LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

     Section 8.1.  Indemnification.  (a) Each party hereby agrees to indemnify
the other party against and agrees to hold it harmless from any Loss incurred or
suffered by such other party arising out of or in connection with:

(i)  the material breach of any representation or warranty made by such party in
     this agreement; and

(ii)  the material breach of any covenant or agreement by such party contained
     in this agreement.

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(b)  In addition to the indemnification provided for in Section 8.1(a), Licensee
     agrees to indemnify Licensor against and hold it harmless from any Loss
     suffered or incurred by Licensor or its Controlled Related Parties by
     reason of a third party claim arising out of or relating to (i) the use of
     the Licensed Marks by Licensee; or (ii) the marketing, promotion,
     advertisement, distribution, lease or sale by Licensee ( or any permitted
     sublicensee) or by any additional Licensee (or any permitted sublicensee)
     of any Sprint PCS Products and Services, Related Equipment or Premium and
     Promotional Items under the Licensed Marks pursuant to this agreement,
     including unfair or fraudulent advertising claims, warranty claims and
     product defect or liability claims, pertaining to the Sprint PCS Products
     and Services, Related Equipment or Premium and Promotional Items.
     Notwithstanding the foregoing, Licensee will not be required under this
     paragraph (b) to indemnify any Loss arising solely out of Licensee's use of
     the Licensed Marks in compliance with the terms of the Trademark and
     Service Mark Usage Guidelines; provided that Licensor shall have no
     obligation to indemnify for third-party claims alleged to arise from the
     specifics of uses of third-party trademarks or service marks, or the
     specifics of claims made, in marketing materials prepared by or for
     Licensee, which marketing materials have not been approved by Licensor
     prior to the publication out of which such claims are alleged to have
     arisen.


                                   ARTICLE 9
                               OBLIGATIONS/SETOFF

         Section 9.1.  Obligations/Setoff.  The obligations of the parties as
set forth in this agreement shall be unconditional and irrevocable, and shall
not be subject to any defense or be released, discharged or otherwise affected
by any matter, including impossibility, illegality, impracticality, frustration
of purpose, force majeure, act of government, the bankruptcy or insolvency of
any party hereto, and the obligations of each party shall not be subject to any
right of setoff or recoupment which such party may not or hereafter have against
the other party.

                                   ARTICLE 10
                      LIMITATION ON USE OF LICENSED MARKS

         Section 10.1.  Restrictions on Use.  Licensee is not permitted to make
any use of the Licensed Marks in connection with products or services other than
the Sprint PCS Products and Services, and as specifically authorized in Sections
1.1(b) above with respect to Related Equipment and Premium and Promotional
Items, nor to make any use of the Licensed Marks directed outside of the Service
Area.

         Section 10.2  Adherence to Trademark and Service Mark Usage Guidelines.
Licensee agrees to comply with and adhere to Trademark and Service Mark Usage
Guidelines for the depiction or presentation of the Licensed Marks, as furnished
by Licensor.  Prior to Licensee depicting or presenting any of the Licensed
Marks on any type of marketing, advertising or promotional materials, Licensee
agrees to submit samples of such materials to Licensor for

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approval. Licensor shall have fourteen (14) days from the date Licensor receives
such materials to approve or object to any such materials submitted to Licensor
for review. In the event Licensor does not object to such materials within such
fourteen (14) day period, such materials shall be deemed approved by Licensor.
Thereafter, Licensee shall not be obligated to submit to Licensor materials
prepared in accordance with the samples previously approved by Licensor and the
Trademark and Service Mark Usage Guidelines; provided, however, Licensee shall,
at the reasonable request of Licensor, continue to furnish samples of such
marketing, advertising and promotional materials to Licensor from time to time
during the term hereof at the request of Licensor.

         Section 10.3.  Use of Similar Trademarks and Service Marks.  Licensee
agrees not to use (a) any trademark or service mark which is confusingly similar
to, or a colorable imitation of, the Licensed Marks or any part thereof, or (b)
any work, symbol, character, or set of words, symbols, or characters, which in
any language would be identified as the equivalent of the Licensed Marks or that
are otherwise confusingly similar to, or a colorable imitation of, the Licensed
Marks, whether during the term of this agreement or at any time following
termination of this agreement.  Licensee shall not knowingly engage in any
conduct which may place the Sprint PCS Products and Services, the Licensed Marks
or Licensor in a negative light or context.

         Section 10.4.  Services of Public Figures.  Licensee agrees to obtain
Licensor's prior written approval (which approval will not be unreasonably
withheld) before engaging the services of any celebrity or publicly known
individual for endorsement of any Sprint PCS Products and Services or Premium
and Promotional Items.

                                   ARTICLE 11
                             CONTROL OF BRAND IMAGE

         Section 11.1. Exclusive Use of Licensed Marks.  The Sprint PCS Products
and Services shall be marketed by Licensee solely under the Licensed Marks.

         Section 11.2.  Consistency With Brand Image and Principles.  Licensee
shall use the Licensed Marks in a manner that is consistent with the brand image
and principles established by Licensor, and mechanics to ensure consistency will
be included in the Marketing Communications Guidelines.

         Section 11.3  Management of Brand Image.  Licensor shall be responsible
for the overall management of the brand image for the Licensed Marks.  All
advertising, marketing and promotional materials using the Licensed Marks
prepared by Licensee shall, in addition to the provisions set forth in Section
11.2 above, comply with the Marketing Communications Guidelines to be furnished
by Licensor to Licensee as such Marketing Communications Guidelines may be
amended and updated by Licensor from time to time.  Such Marketing
Communications Guidelines shall establish reasonable principles to be followed
in the development of advertising, marketing and promotional campaigns in order
to ensure a consistent and coherent brand image.  All advertising, marketing and
promotional campaigns

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conducted by Licensee shall be conducted in a manner consistent with the
Marketing Communications Guidelines.

         Section 11.4.  Advertising Agencies; Promotions.  Licensee may select
its own advertising agencies for development of its advertising and promotional
campaigns; provided, however, that all media buys shall be coordinated by
Licensee with the buying agency of Licensor.  Licensee and Licensor shall
conduct ongoing reviews of upcoming advertising, marketing and promotional
campaigns of each party and shall use good faith efforts to coordinate their
respective campaigns in a manner that will maximize the advertising, marketing
and promotional efforts of the parties and be consistent with the Marketing
Communications Guidelines.  Licensee shall not initiate any products or
promotions under names which are confusingly similar to any names of national
product offerings or promotions by Licensor.  Neither Licensor nor any of its
Controlled Related Parties shall initiate any products or promotions under names
which are confusingly similar to any names of national product offerings or
promotions by Licensee.  In addition, Licensor will use its commercially
reasonable efforts to ensure that no third party licensee under the Licensed
Marks initiates any products or promotions in the Service Area under names which
are confusingly similar to any names of national product offerings or promotions
by Licensee.

         Section 11.5.  Ownership of Advertising Materials.  All agreements
entered into by Licensee with advertising agencies shall provide that Licensor
shall own all advertising materials (including concepts, themes, characters and
the like) created or developed thereunder.    Subject to the terms and
conditions set forth herein, Licensee shall receive a perpetual, non-exclusive,
royalty-free license to use such materials in connection with advertising and
promotional materials developed by Licensee; provided, however, that the rights
granted under such perpetual license shall be limited solely to the use of such
materials and shall not extend the term of the license with respect to the
Licensed Marks provided for hereunder.

                                   ARTICLE 12
                            RELATIONSHIP OF PARTIES

         Section 12.1.  Relationship of Parties.  It is the express intention of
the parties that Licensee is and shall be an independent contractor and no
partnership shall exist between Licensee and Licensor pursuant hereto.  This
agreement shall not be construed to make Licensee the agent or legal
representative of Licensor for any purpose whatsoever (except as expressly
provided in Articles 7 and 8), and Licensee is not granted any right or
authority to assume or create any obligations for, on behalf of, or in the name
of Licensor (except as expressly provided in Articles 7 and 8).  Licensee
agrees, and shall require its permitted sublicensees to agree, not to incur or
contract any debt or obligation on behalf of Licensor, or commit any act, make
any representation, or advertise in any manner that may adversely affect any
right of Licensor in or with respect to the Licensed Marks or be detrimental to
Licensor's image.

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                                   ARTICLE 13
                   TERM; TERMINATION; EFFECTS OF TERMINATION

         Section 13.1.  Term.  This agreement commences on the date of execution
and continues until the Management Agreement terminates, unless earlier
terminated in accordance with the terms set forth in this Article 13.  This
agreement automatically terminates upon termination of the Management Agreement.

         Section 13.2.  Events of Termination.  If any of the following events
shall occur with respect to Licensee, each such occurrence shall be deemed an
"Event of Termination":

(a)  Bankruptcy.  The occurrence of a "Bankruptcy" with respect to Licensee.

(b)  Breach of Agreements.  Licensee fails to perform in accordance with any of
     the material terms and conditions contained herein in any material respect.

(c)  Material Misrepresentation.  Licensee breaches any material representation
     or warranty of Licensee made in Section 4.2 or Article 6 in any material
     respect.

(d)  Termination of Management Agreement.  The termination of the Management
     Agreement, for whatever reason.

         Section 13.3.  Licensor's Right to Terminate Upon Event of Termination.
Licensor may, at its option, without prejudice to any other remedies it may
have, terminate this agreement by giving written notice of such termination to
Licensee as follows:  (a) immediately, upon the occurrence of any Event of
Termination pursuant to Section 13.2(a) with respect to Licensee; or (b) after
the expiration of thirty (30) days from Licensee's receipt of written notice
from Licensor of the occurrence of any Event of Termination pursuant to Sections
13.2(b) or 13.2(c), if such failure to perform or breach is then still uncured;
or (c) immediately upon the repeated or continuing occurrence of Events of
Termination pursuant to Section 13.2(b) (regardless of whether such continuing
failures to perform or breaches have been cured by Licensee in accordance with
the provisions of clause (b) or this Section 13.3); or (d) immediately upon the
occurrence of a termination pursuant to Section 13.2(d).

         Section 13.4.  Licensee's Right to Terminate.  Licensee may, at its
option, without prejudice to any other remedies it may have, terminate this
agreement by giving written notice of such termination to Licensor as follows:
(a) immediately, in the event that Licensor abandons the Licensed Marks or
otherwise ceases to support the Licensed Marks in Licensor's business; or (b)
immediately in the event of the occurrence of a Bankruptcy with respect to
Licensor; or (c) immediately in the event of  an occurrence of termination
pursuant to Section 13.2(d).

         Section 13.5.  Effects of Termination.  Upon the termination of this
agreement for any reason, all rights of Licensee in and to the Licensed Marks in
the Service Area shall cease within

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thirty (30) days following the date on which this agreement terminates (except
in the case of a termination resulting from an Event of Termination described in
Section 13.2(b), (c) or (d), in which case such rights to use the Licensed Marks
will terminate immediately upon the date of termination); provided, however,
that Licensee may thereafter sell, transfer or otherwise dispose of any Related
Equipment and Premium and Promotional Items that are then in Licensee's
inventory (or which Licensee has purchased or is then legally obligated to
purchase) for an additional reasonable period not to exceed three (3) months.
Licensee's right of disposal under this Section 13.5 shall not prohibit Licensor
from granting to third parties during the disposal period licenses and other
rights with respect to the Licensed Marks. The provisions of Articles 3, 4, 5, 6
and 8 will survive any termination of this agreement.

                                   ARTICLE 14
                            ASSIGNMENT; SUBLICENSING

         Section 14.1.  Licensee Right to Assign.  Licensee, without the prior
written consent of Licensor (in its sole discretion), shall have no right to
assign any of its rights or obligations hereunder.

         Section 14.2.  Licensor Right to Assign the Licensed Marks.  Nothing
herein shall be construed to limit the right of the Licensor to transfer or
assign its interests in the Licensed Marks, subject to the agreement of the
assignee to be bound by the terms and conditions of this agreement.

         Section 14.3.  Licenses to Additional Licensees; Sublicenses; Licenses
to Additional Licensees.  Licensee shall not sublicense (or attempt to
sublicense) any of its rights hereunder without the prior written consent of
Licensor, in the sole discretion of Licensor.

                                   ARTICLE 15
                                 MISCELLANEOUS

         Section 15.1.  Notices.  Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement shall be in
writing and mailed (certified or registered mail, postage prepaid, return
receipt requested) or sent by hand or overnight courier, or by facsimile (with
acknowledgment received), charges prepaid and addressed as described on the
Notice Address Schedule attached to the Master Signature Page, or to such other
address or number as such party may from time to time specify by written notice
to the other party in accordance with the provisions of this Section 15.1.  All
notices and other communications given to a party in accordance with the
provisions of this agreement shall be deemed to have been given and received (i)
four (4) Business Days after the same are sent by certified or registered mail,
postage prepaid, return receipt requested, (ii) when delivered by hand or
transmitted by facsimile (with acknowledgment received and, in the case of a
facsimile only, a copy of such notice is sent no later than the next Business
Day by a reliable overnight courier service, with acknowledgment of receipt) or
(iii) one (1) Business Day after the same are sent by a reliable overnight
courier service, with acknowledgment of receipt.

             Sprint Spectrum Proprietary Information - RESTRICTED
<PAGE>

         Section 15.2.  Binding Effect.  Except as otherwise provided in this
agreement, this agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, transferees, and assigns.

         Section 15.3.  Construction.  This agreement shall be construed simply
according to its fair meaning and not strictly for or against any party.

         Section 15.4.  Time.  Time is of the essence with respect to this
agreement.

         Section 15.5.  Table of Contents; Headings.  The table of contents and
section and other headings contained in this agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the
scope, extent or intent of this agreement.

         Section 15.6.  Severability.  Every provision of this agreement is
intended to be severable.  If any term or provision hereof is illegal, invalid
or unenforceable for any reason whatsoever, that term or provision will be
enforced to the maximum extent permissible so as to effect the intent of the
parties, and such illegality, invalidity or unenforceability shall not affect
the validity or legality of the remainder of this agreement.  If necessary to
effect the intent of the parties, the parties will negotiate in good faith to
amend this agreement to replace the unenforceable language with enforceable
language which as closely as possible reflects such intent.

         Section 15.7.  Further Action.  Each party, upon the reasonable request
of the other party, agrees to perform all further acts and execute, acknowledge,
and deliver any documents which may be reasonably necessary, appropriate, or
desirable to carry out the intent and purposes of this agreement.

         Section 15.8.  Governing Law.  The internal laws of the State of
Missouri (without regard to principles of conflict of law) shall govern the
validity of this agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.

         Section 15.9.  Specific Performance.  Each party agrees with the other
party that the other party would be irreparably damaged if any of the provisions
of this agreement are not performed in accordance with their specific terms and
that monetary damages would not provide an adequate remedy in such event.
Accordingly, in addition to any other remedy to which the nonbreaching party may
be entitled, at law or in equity, the nonbreaching party shall be entitled to
injunctive relief to prevent breaches of this agreement and specifically to
enforce the terms and provisions hereof.

         Section 15.10.  Entire Agreement.  The provisions of this agreement set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior agreements, oral or written, and
other communications between the parties relating to the subject matter hereof.

             Sprint Spectrum Proprietary Information - RESTRICTED
<PAGE>

         Section 15.11.  Limitation on Rights of Others.  Nothing in this
agreement, whether express or implied, shall be construed to give any party
other than the parties any legal or equitable right, remedy or claim under or in
respect of this agreement.

         Section 15.12.  Waivers; Remedies.  The observance of any term of this
agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party or parties entitled to enforce such
term, but any such waiver shall be effective only if in writing signed by the
party or parties against which such waiver is to be asserted.  Except as
otherwise provided herein, no failure or delay of any party in exercising any
power or right under this agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other
further exercise thereof or the exercise of any other right or power.

         Section 15.13.  Jurisdiction; Consent to Service of Process.

(a)  Each party hereby irrevocably and unconditionally submits, for itself and
     its property, to the nonexclusive jurisdiction of any Missouri State court
     sitting in the County of Jackson or any Federal court of the United States
     of America sitting in the Western District of Missouri, and any appellate
     court from any such court, in any suit action or proceeding arising out of
     or relating to this agreement, or for recognition or enforcement of any
     judgment, and each party hereby irrevocably and unconditionally agrees that
     all claims in respect of any such suit, action or proceeding may be heard
     and determined in such Missouri State Court or, to the extent permitted by
     law, in such Federal court.

(b)  Each party hereby irrevocably and unconditionally waives, to the fullest
     extent it may legally do so, any objection which it may now or hereafter
     have to the laying of venue of any suit, action or proceeding arising out
     of or relating to this agreement in Missouri State court sitting in the
     County of Jackson or any Federal court sitting in the Western District of
     Missouri.  Each party hereby irrevocably waives, to the fullest extent
     permitted by law, the defense of an inconvenient forum to the maintenance
     of such suit, action or proceeding in any such court and further waives the
     right to object, with respect to such suit, action or proceeding, that such
     court does not have jurisdiction over such party.

(c)  Each party irrevocably consents to service of process in the manner
     provided for the giving of notices pursuant to this agreement, provided
     that such service shall be deemed to have been given only when actually
     received by such party.  Nothing in this agreement shall affect the right
     of a party to serve process in another manner permitted by law.

         Section 15.14.  Waiver of Jury Trial.  Each party waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any action, suit or proceeding arising out of or relating to
this agreement.

             Sprint Spectrum Proprietary Information - RESTRICTED
<PAGE>

         Section 15.15.  Consents.  Whenever this agreement requires or permits
consent by or on behalf of a party, such consent shall be given in writing in a
manner consistent with the requirements for a waiver of compliance as set forth
in Section 15.13, with appropriate notice in accordance with Section 15.1 of
this agreement.

         Section 15.16.  Master Signature Page.  Each party agrees that it will
execute the Master Signature Page that evidences such party's agreement to
execute, become a party to and be bound by this agreement, which document in
incorporated herein by this reference.



           [The remainder of this page is intentionally left blank.]

             Sprint Spectrum Proprietary Information - RESTRICTED
<PAGE>

                     SPRINT PCS/LOUISIANA UNWIRED, L.L.C.

                             MASTER SIGNATURE PAGE

        This Master Signature Page is dated and effective as of February 8, 1999
(the "Effective Date"). This document provides the means by which each of the
undersigned entities executes and becomes a party to and bound by, to the extent
set forth above such party's signature, the Management Agreement, Services
Agreement, Sprint Trademark and Service Mark License Agreement, Sprint Spectrum
Trademark and Service Mark License Agreement, and Addendum I to the Management
Agreement. This document may be executed in one or more counterparts. The Notice
Address Schedule attached to this document sets forth the addresses to which
notices should be sent under the agreements.

              THE MANAGEMENT AGREEMENT AND THE SERVICES AGREEMENT
              CONTAIN BINDING ARBITRATION PROVISIONS THAT MAY BE
                 ENFORCED BY THE PARTIES TO THOSE AGREEMENTS.

                             SPRINT SPECTRUM L.P.

        For and in consideration of the covenants contained in the Management
Agreement, Services Agreement, Sprint Spectrum Trademark and Service Mark
License Agreement, and Addendum I to the Management Agreement (collectively, the
"Executed Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Sprint Spectrum L.P. executes,
becomes a party to, and agrees to be bound by and to perform its obligations
under each of the Executed Agreements as of the Effective Date. The execution by
Sprint Spectrum L.P. of this Master Signature Page has the same force and effect
as if Sprint Spectrum L.P. executed individually each of the Executed
Agreements.

                                        SPRINT SPECTRUM L.P.

                                        By: /s/ Bernard A. Bianchino
                                           ------------------------------
                                           Bernard A. Bianchino
                                           Chief Business Development Officer
<PAGE>

                                SPRINTCOM, INC.

        For and in consideration of the covenants contained in the Management
Agreement and Addendum I to the Management Agreement (collectively, the
"Executed Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, SprintCom, Inc. executes, becomes
a party to, and agrees to be bound by and to perform its obligations under each
of the Executed Agreements as of the Effective Date. The execution by SprintCom,
Inc. of this Master Signature Page has the same force and effect as if
SprintCom, Inc. executed individually each of the Executed Agreements.

                                                SPRINTCOM, INC.


                                                     /s/ WILLIAM R. BLESSING
                                                By: ____________________________
                                                    Name: William R. Blessing
                                                    Title: _____________________


                      SPRINT COMMUNICATIONS COMPANY, L.P.

        For and in consideration of the covenants contained in the Management
Agreement, Sprint Trademark and Service Mark License Agreement, and Addendum I
to the Management Agreement (collectively, the "Executed Agreements"), and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sprint Communications Company, L.P. executes, becomes a party to,
and agrees to be bound by and to perform its obligations under each of the
Executed Agreements as of the Effective Date; provided, that Sprint
Communications Company, L.P. only agrees to be bound by and perform its
obligations under, and will enjoy the benefits given to it under the with
respect to only those provisions that expressly apply to Sprint Communications
Company, L.P., including its obligations and benefits under Sections 2, 3, and
10. The execution by Sprint Communications Company, L.P. of this Master
Signature Page has the same force and effect as if Sprint Communications
Company, L.P. executed individually each of the Executed Agreements.


                                         SPRINT COMMUNICATIONS COMPANY, L.P.


                                             /s/  WILLIAM R. BLESSING
                                         By: __________________________________
                                             Name:  William R. Blessing
                                             Title: ___________________________

<PAGE>

                           LOUISIANA UNWIRED, L.L.C.

        For and in consideration of the covenants contained in the Management
Agreement, Services Agreement, Sprint Trademark and Service Mark License
Agreement, Sprint Spectrum Trademark and Service Mark License Agreement, and
Addendum I to the Management Agreement (collectively, the "Executed
Agreements"), and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Louisiana Unwired, L.L.C.
executes, becomes a party to, and agrees to be bound by and to perform its
obligations under each of the Executed Agreements as of the Effective Date. The
execution by Louisiana Unwired, L.L.C. of this Master Signature Page has the
same force and effect as if Louisiana Unwired, L.L.C. executed individually each
of the Executed Agreements.


                                                LOUISIANA UNWIRED, L.L.C.

                                                           THOMAS G. HENNING
                                                By: ____________________________
                                                    Name:  Thomas G. Henning
                                                    Title: Assistant Manager
<PAGE>

                            NOTICE ADDRESS SCHEDULE

        The addresses to which notice is to be sent pursuant to Section 17.1 of
the Management Agreement, Section 9.1 of the Services Agreement, Section 15.1 of
the Sprint Trademark and Service Mark License Agreement, or Section 15.1 of the
Sprint Spectrum Trademark and Service Mark License Agreement are as follows:

SPRINT SPECTRUM L.P.
4900 Main, 12th Floor           with a copy to:   4900 Main, 11th Floor
Kansas City, Missouri 64112                       Kansas City, Missouri 64112
Telephone: (816) 559-1000                         Telephone: (816) 559-1000
Telecopier: (816) 559-1290                        Telecopier: (816) 559-2591
Attention: Chief Executive Officer                Attention: General Counsel

SPRINTCOM, INC. and
SPRINT COMMUNICATIONS COMPANY, L.P. (and notices regarding the Sprint Brands)
c/o Sprint Corporation
2330 Shawnee Mission Parkway
Westwood, Kansas 66205
Telephone: 913-624-3326
Telecopier: 913-624-8233
Attention: Corporate Secretary
Mail Stop: KSWESA0110

LOUISIANA UNWIRED, L.L.C.
One Lakeshore Drive
Lake Charles, LA 70629
Telephone: (318) 436-9000
Telecopier: (318) 497-3479
Attention: President