NEITHER THIS NOTE NOR THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE
     BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE  STATE
     SECURITIES  LAWS AND MAY NOT BE  OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR
     CONVEYED  WITHOUT  SUCH  REGISTRATION  OR AN OPINION OF COUNSEL IN FORM AND
     SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
     NOT REQUIRED.

                                 MetroPCS, Inc.

                    6% SUBORDINATED CONVERTIBLE NOTE DUE 2002

$60,000.00                                                   New York, New York
SCN368                                                            July 17, 2000

     FOR VALUE RECEIVED, the undersigned, MetroPCS, Inc., a Delaware corporation
(the "Company"),  promises to pay to the order of SonomaWest Holdings, Inc. (the
"Holder"),  the principal sum of $60,000.00  (SIXTY THOUSAND DOLLARS) on January
17, 2002,  together  with  accrued  interest  thereon upon  maturity as provided
herein.

     All payments of interest  and all  payments on account of the  principal of
this Note shall be made in lawful money of the United  States of America by wire
transfer of immediately  available funds to the account designated in writing by
the Holder to the Company or, to the extent  permitted  by Section 1 hereof,  in
Notes (as defined  below).  All payments  received for application to this Note,
whether  designated  as  principal  or  interest,  shall first be applied to the
payment  of accrued  interest,  and the  balance  applied  in  reduction  of the
principal amount hereof

     This 6% Subordinated  Convertible Note due 2002 (individually,  the "Note,"
and  collectively  with any other of the Company's 6%  Subordinated  Convertible
Notes due 2002,  the  "Notes")  is issued  pursuant to the  Securities  Purchase
Agreement,  dated as of July 17,  2000,  between the Company and the  Purchasers
named therein (the "Securities Purchase Agreement"),  and is entitled to all the
benefits  of,  and  subject  to all terms  and  conditions  set  forth  in,  the
Securities  Purchase  Agreement.  All terms used in this Note, but not otherwise
defined in this Note,  shall have the meaning assigned to them in the Securities
Purchase Agreement.  This Note is a general unsecured obligation of the Company.

1. Interest.

     The  Company  promises  to pay  interest on this Note at the rate of 6% per
annum,  upon the  conversion,  prepayment  or  maturity  of the  Notes  (each an
"Interest  Payment Date").  Interest on this Note shall accrue  beginning on the
date  hereof  and shall  cease to accrue on the date that the  principal  amount
hereof is paid in full or the Note is  converted  as provided  herein.  Interest
shall be computed on the basis of a 360-day year of twelve 30-day  months.  Upon
the occurrence and during the continuance of an Event of Default,  in accordance
with Section 5.2 and in addition to the other  remedies set forth therein and in
Section 5.3, the Company  shall pay interest on this Note at the rate of 10% per
annum.

     2. [Reserved]

     3. Conversion.

     3.1. Conversion Privilege and Conversion Price of the Notes

               (a) Subject to and upon  compliance  with the  provisions of this
          Section 3, at the option of the  Holder,  this Note or any  portion of
          the principal  amount hereof which is $100 or an integral  multiple of
          $100, and any accrued but unpaid interest thereon, may be converted at
          the principal amount thereof,  or of such portion thereof,  into fully
          paid and  nonassessable  shares  of  Series D  Preferred  Stock at the
          conversion  price  with  respect  to  this  Note  (herein  called  the
          "Conversion Price"),  determined as hereinafter provided, in effect at
          the time of conversion.

               In the event that this Note is  converted,  it shall be converted
          into the  number of fully paid and  non-assessable  shares of Series D
          Preferred Stock obtained by dividing (i) the unpaid principal  balance
          of this Note to be  converted,  together  with all  accrued and unpaid
          interest  hereon,  each as of the  date  of  conversion,  by (ii)  the
          Conversion  Price in effect at the time of conversion.  The Conversion
          Price initially shall be $100 per each $100 principal amount of Notes,
          subject to adjustment as provided  herein.  In addition,  following an
          Initial  Public  Equity  Offering,  the  Holder of this  Note may,  by
          written notice to the Company, demand that the Company repurchase, and
          the Company shall so repurchase  within 5 Business Days of the date of
          such written notice, all or a portion (as so designated by the Holder)
          of this Note, at the principal  amount so designated  plus accrued and
          unpaid interest  thereon.

               (b)  If a  Subsequent  Closing  (as  defined  in  the  Securities
          Purchase  Agreement)  shall occur,  this Note  automatically  shall be
          converted  to Series D Preferred  Stock  simultaneously  with,  and in
          addition  to, the  purchase of Series D Preferred  Stock to occur with
          the Subsequent  Closing,  in accordance with the provisions hereof. If
          the  FCC  Decision  Date  (as  defined  in  the  Securities   Purchase
          Agreement)  shall have occurred but the  Subsequent  Closing shall not
          have  occurred,  provided no Default or Event of Default has  occurred
          and is  continuing,  this Note  automatically  shall be  converted  to
          Series D Preferred  Stock on January 16, 2002 in  accordance  with the
          provisions hereof. If the FCC Decision Date shall not have occurred by
          January 17, 2002,  then this Note shall mature in accordance  with the
          terms hereof.

     3.2. Exercise of Conversion Privilege

     In order to exercise the  conversion  privilege  with respect to this Note,
and subject to Section 3. 1 (b) above,  the Holder  shall  surrender  this Note,
duly endorsed or assigned to the Company or in blank. Subject to Section 3. 1(b)
above,  the  surrendered  Note  must be  accompanied  by a written  request  for
conversion  (substantially  as set forth in the form of  Conversion  Notice  set
forth as part of Exhibit  B) to the  Company  that the Holder  elects to convert
this  Note or,  if less  than  the  entire  principal  amount  thereof  is to be
converted, such lesser amount of this Note.

     This Note shall be deemed to have been converted  immediately  prior to the
close  of  business  on the day of  surrender  of this  Note for  conversion  in
accordance  with the  foregoing  provisions,  and at such time the rights of the
Holder as a Holder  shall cease,  and the Person or Persons  entitled to receive
the Series D Preferred Stock issuable upon  conversion  shall be treated for all
purposes as the record  Holder or Holders of such  Series D  Preferred  Stock at
such time.  As promptly as  practicable  on or after the  Conversion  Date,  the
Company  shall  issue  and  shall  deliver  to  the  Holder  a  certificate   or
certificates  for the number of full shares of Series D Preferred Stock issuable
upon  conversion,  together  with  payment in lieu of any fraction of a share as
provided in Section 3.3.

     If this Note is converted in part only,  upon such  conversion  the Company
shall  execute and deliver to the Holder,  at the expense of the Company,  a new
Note of  authorized  denominations  in aggregate  principal  amount equal to the
unconverted  portion of the  principal  amount of this Note.

     3.3. Fractions of Shares

     No fractional  shares of Series D Preferred  Stock shall be issued upon the
conversion of this Note.  Instead of any fractional  share of Series D Preferred
Stock  which  would  otherwise  be  issuable  upon  conversion  of this Note (or
specified portions thereof),  the Company shall pay a cash adjustment in respect
of such fraction in an amount equal to the same fraction.

     3.4. Company to Reserve Preferred Stock

     The  Company  shall at all  times  reserve  and keep  available,  free from
preemptive  rights, out of its authorized but unissued Series D Preferred Stock,
solely for the  purpose of  effecting  the  conversion  of the Notes,  the whole
number of shares of Series D Preferred  Stock then issuable upon the  conversion
in full of all of the Notes.

     3.5. Taxes on Conversions

     The  Company  will pay any and all taxes  that may be payable in respect of
the issue or delivery of shares of Series D Preferred  Stock upon  conversion of
this Note. The Company shall not, however,  be required to pay any tax which may
be payable in respect of any  transfer  involved  in the issue and  delivery  of
shares of Series D  Preferred  Stock in a name  other than that of the Holder of
this Note.

     3.6. Covenant as to Preferred Stock Upon Conversion

     The Company covenants that all shares of Series D Preferred Stock which may
be issued upon conversion of this Note will be duly authorized,  validly issued,
fully paid and nonassessable and, except as provided in Section 3.5, the Company
will pay all taxes, liens and charges with respect to the issue thereof.

     3.7. Provisions in Case of Reclassification,  Consolidation, Merger or Sale
          of Assets

     In the  event  that  the  Company  shall  be a  party  to  any  transaction
(including without limitation any (i)  recapitalization  or  reclassification of
the Series D  Preferred  Stock  (other  than a change in par value,  or from par
value to no par value,  or from no par value to par  value,  or as a result of a
subdivision  or  combination  of  the  Series  D  Preferred  Stock),   (ii)  any
consolidation  of the Company  with,  or merger of the Company  into,  any other
Person,  or any merger of another  Person into the Company  (other than a merger
which  does  not  result  in  a   reclassification,   conversion,   exchange  or
cancellation of outstanding  shares of Series D Preferred Stock of the Company),
(iii) any sale or  transfer  of all or  substantially  all of the  assets of the
Company,  or (iv) any compulsory share exchange)  pursuant to which the Series D
Preferred Stock is converted into the right to receive other securities, cash or
other property, then lawful provision shall be made as part of the terms of such
transaction  whereby the Holder of this Note shall have the right  thereafter to
convert this Note  (subject to funds being  legally  available  for such purpose
under  applicable  law at the time of such  conversion)  only  into the kind and
amount of securities,  cash and other property  receivable upon such transaction
by a Holder of the number of shares of Series D Preferred  Stock into which this
Note  might  have been  converted  immediately  prior to such  transaction.  The
Company or the Person formed by such consolidation or resulting from such merger
or which  acquired such assets or which  acquired the Company's  shares,  as the
case may be,  shall  execute and deliver to the  Company  written  documentation
clearly   establishing  such  rights.   Such  documentation  shall  provide  for
adjustments which, for events subsequent thereto,  shall be as nearly equivalent
as may be  practicable  to the  adjustments  provided for in this Section 3. The
above  provisions  of this  Section  3.7  shall  similarly  apply to  successive
transactions of the foregoing type.

4. Antidilution.

     If at any time an event occurs which causes an adjustment to the conversion
price of the Series D Preferred  Stock in  accordance  with the  Certificate  of
Designations  applicable  to the  Series D  Preferred  Stock (or would  cause an
adjustment to the conversion price of the Series D Preferred Stock if any shares
of Series D Preferred Stock were outstanding as of the date of such event),  the
Conversion  Price of this Note will be adjusted by the same  percentage by which
the  conversion  price of the Series D Preferred  Stock is adjusted (or would be
adjusted if any shares of Series D Preferred Stock were outstanding).

5. Events of Default.

     5.1. Events of Default Defined

     An "Event of Default"  shall exist if any of the  following  conditions  or
events shall occur and be continuing:

               (a) the Company  defaults in the payment of any principal on this
          Note when the same becomes due and payable, whether at maturity; or

               (b) the Company  defaults in the payment of any  interest on this
          Note for more than seven (7) Business  Days after the same becomes due
          and payable; or

               (c) the Company  defaults in the  performance  of 'or  compliance
          with  any  term or  covenant  contained  herein  or in the  Securities
          Purchase Agreement which can be cured and such default is not remedied
          within 30 days after the  earlier  of (i) a  Responsible  Officer  (as
          defined  in  the  Securities  Purchase  Agreement)   obtaining  actual
          knowledge  of such  default  and (ii) the  Company  receiving  written
          notice of such default from the Holder (any such written  notice to be
          identified as a "notice of default" and to refer  specifically to this
          paragraph (c) of Section 5. 1); or

               (d) any  representation  or  warranty  made in  writing  by or on
          behalf  of  the  Company  or by any  officer  of  the  Company  in the
          Securities   Purchase   Agreement  or  in  any  writing  furnished  in
          connection with the transactions  contemplated  thereby proves to have
          been false or  incorrect  on the date as of which made and such breach
          can be cured and is not remedied within 30 days of such breach; or

               (e) (i) the Company or any Subsidiary is in default (as principal
          or as guarantor or other surety) in the payment of any principal of or
          interest on any indebtedness for borrowed money that is outstanding in
          an aggregate principal amount of at least $5,000,000 beyond any period
          of grace  provided  with respect  thereto,  or (ii) the Company or any
          Subsidiary is in default in the  performance of or compliance with any
          term of any  evidence of any  indebtedness  for  borrowed  money in an
          aggregate  outstanding  principal  amount of at least $5,000,000 or of
          any mortgage,  indenture or other  agreement  relating  thereto or any
          other condition exists;

               (f) a court or governmental  authority of competent  jurisdiction
          enters an order  appointing  a custodian,  receiver,  trustee or other
          officer with similar  powers with respect to the Company or any of its
          subsidiaries or with respect to substantially  all of their respective
          property,  or constituting an order for relief or approving a petition
          for relief or  reorganization  or any other  petition in bankruptcy or
          for  liquidation  or to take advantage of any bankruptcy or insolvency
          law of any  jurisdiction,  or ordering the dissolution,  winding-up or
          liquidation  of the Company or any  Subsidiary,  or any such  petition
          shall be filed against the Company or any Subsidiary and such petition
          shall not be dismissed within 60 days; or

               (g) a  final  judgment  or  judgments,  excluding  any  judgments
          relating to the Company's  confirmed plan of  reorganization,  for the
          payment of money  aggregating  in excess of  $5,000,000  are  rendered
          against the Company and which  judgments are not, within 30 days after
          entry thereof, bonded, discharged or stayed pending appeal, or are not
          discharged within 30 days after the expiration of such stay;

               (h) any attachment or levy of a material portion of the Company's
          assets,  which  attachment or levy is not,  within 30 days after entry
          thereof,  bonded,  discharged  or  stayed  pending  appeal  or is  not
          discharged with 30 days after the expiration of such stay;

               (i) any  event  has  occurred  which is  likely  to  result  in a
          Material  Adverse  Effect  (as  defined  in  the  Securities  Purchase
          Agreement) on the Company;

               (j) the loss, or voluntary  relinquishing,  by the Company of any
          FCC license;

               (k) the  imposition  on the  Company  by any  court of law of any
          adverse  conditions to the  effectiveness,  validity or use of any FCC
          license;

               (l)  the  reinstatement  by any  court  of  law,  other  than  in
          connection with the Company's  confirmed plan of reorganization,  of a
          cost  of the  FCC  licenses  which  is  substantially  similar  to the
          original bid price paid by the Company as secured debt.

     5.2. Remedies on Default; Acceleration

               (a) If an Event of Default with respect to the Company  described
          in paragraph  (a) or (b) of Section 5.1 has occurred,  the  applicable
          interest rate shall be increased to 10%.

               (b) If an Event of Default with respect to the Company  described
          in  paragraph  (f) of  Section  5.1 has  occurred,  all the Notes then
          outstanding shall automatically become immediately due and payable.

               (c) If any other Event of Default has occurred and is continuing,
          any Holder or Holders of more than 66 2/3% in principal  amount of the
          Company's 6%  Subordinated  Convertible  Notes due 2002 (of which this
          note is one) at the time  outstanding  may at any time at its or their
          option,  by notice or notices to the  Company  (a  "Default  Notice"),
          declare all of such Notes then  outstanding to be immediately  due and
          payable in full within five (5) days of a Default Notice.  The Company
          immediately shall provide such Default Notice to all holders of Notes.

               (d) Upon this Note  becoming  due and payable  under this Section
          5.2 whether automatically or by declaration,  this Note will forthwith
          mature and the entire unpaid  principal  amount of this Note, plus all
          accrued and unpaid  interest  thereon and shall all be immediately due
          and  payable,  in each and every  case  without  presentment,  demand,
          protest or further notice, all of which are hereby waived.

     5.3. Other Remedies

     If any  Default or Event of Default has  occurred  and is  continuing,  and
irrespective  of whether this Note has become or has been  declared  immediately
due and payable under Section 5.2, the Holder may proceed to protect and enforce
its  rights  of such  Holder  by an  action  at law,  suit in  equity  or  other
appropriate  proceeding,  whether for the specific  performance of any agreement
contained herein or in the Securities Purchase  Agreement,  or for an injunction
against a  violation  of any of the terms  hereof or  thereof,  or in aid of the
exercise of any power  granted  hereby or thereby or by law or  otherwise.

     5.4. Rescission

     At any time after any Notes have been declared due and payable  pursuant to
Section  5.2,  the Holders of not less than 66 2/3% in  principal  amount of the
Notes then outstanding,  by written notice to the Company, may rescind and annul
any  such  declaration  and its  consequences  if (a) the  Company  has paid all
overdue  interest  on the  Notes,  all  principal  of any Notes that are due and
payable  and are  unpaid  other  than by  reason  of such  declaration,  and all
interest on such overdue  principal  and (to the extent  permitted by applicable
law) on any overdue  interest in respect of the Notes, (b) all Events of Default
and Defaults,  other than  non-payment of amounts that have become due solely by
reason of such  declaration,  have been cured or have been  waived  pursuant  to
Section 9.4 of the Securities Purchase Agreement,  and (c) no judgment or decree
has been  entered  for the payment of any monies due  pursuant  hereto or to the
Securities  Purchase  Agreement.  No rescission and annulment under this Section
5.4 will  extend to or affect  any  subsequent  Event of  Default  or Default or
impair any right consequent thereon.

     5.5. Expenses

     The Company will pay to the Holder on demand such  further  amount as shall
be  sufficient  to cover all  costs  and  expenses  of  Holder  incurred  in any
enforcement or collection under this Section 5, including,  without  limitation,
reasonable attorneys' fees, expenses and disbursements.

     6. Waiver.

     To the extent  permitted by law,  the Company  hereby  waives  presentment,
protest and demand,  notice of protest,  demand,  dishonor and  nonpayment,  and
diligence in collection.

     7. Collection Costs.

     If at any time the indebtedness evidenced by this Note is collected through
legal  proceedings  or  this  Note is  placed  in the  hands  of  attorneys  for
collection,  the Company  agrees to pay all costs and  expenses  (including  all
reasonable  attorneys'  fees) incurred by the Holder in collecting or attempting
to collect such indebtedness.

     8. Successors and Assigns.

     This Note shall inure to the benefit of and be binding upon the  successors
and permitted  assigns of the parties hereto.  Subject to applicable  securities
laws and  Article  VIII of the  Securities  Purchase  Agreement,  the Holder may
assign the Note.  The Company  may not assign any of its rights  under this Note
except as otherwise provided in the Securities Purchase Agreement. References in
this Note to Shares shall be deemed to refer to any successor equity  securities
of any  successor  to the Company in  compliance  with the  Securities  Purchase
Agreement.

     9. Amendment and Waiver.

     No failure  or delay on the part of the  Company or the Holder of this Note
in exercising  any right,  power or remedy  hereunder  shall operate as a waiver
thereof,  nor, shall any single or partial exercise of any such right,  power or
remedy  preclude  any other or further  exercise  thereof or the exercise of any
other right,  power or remedy.  The remedies  provided for herein are cumulative
and are not  exclusive of any  remedies  that may be available to the Company or
the Holder of this Note at law, in equity or otherwise.

     Any amendment,  supplement or  modification  of or to any provision of this
Note shall be effective only if it is made or given in writing and signed by the
Company and the Holder of this Note.  Any waiver of any  provision  of this Note
and any consent to any  departure  from the terms of any  provision of this Note
shall be  effective  only if executed in writing by the party or parties  making
such waiver or  consenting to such  departure and only in the specific  instance
and for the specific purpose for which made or given.

     10. Governing Law.

     This  Note  shall be  governed  by and  construed  in  accordance  with the
internal laws of the State of New York  applicable to agreements  made and to be
performed  entirely  within such State  without  regard to the  conflicts of law
principles of such State.

     IN  WITNESS  WHEREOF,  this Note has been  executed  and  delivered  by the
undersigned as of the date first above written.




                            MetroPCS, Inc.


                            By: /s/  Roger D. Linquist
                              -------------------------------------
                              Name: Roger D. Linquist
                              Title:   President and Chief Executive Officer



<PAGE>



                           Form of Election to Convert
                           ---------------------------


To MetroPCS, Inc.

     The undersigned owner of this Note hereby irrevocably  exercises the option
to convert this Note into shares of Series D Preferred  Stock of MetroPCS,  Inc.
in accordance  with the terms of this Note, and directs that the shares issuable
and  deliverable  upon  conversion,  together  with  any  check in  payment  for
fractional  shares,  be issued in the name of and  delivered to the  undersigned
registered  Holder  hereof,  unless a different  name has been  indicated in the
assignment  below. If shares are to be issued in the name of a person other than
the  undersigned,  the  undersigned  will pay all  transfer  taxes  payable with
respect thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Note.

Dated:

Principal Amount of Note:                  __________________________________
Signature (for conversion only)             Signature (for conversion only)

         If shares of Series D Preferred  Stock are to be issued and  registered
         otherwise  than to the registered  Holder named above,  please print or
         type the name and address,  including zip code, and social  security or
         other taxpayer identification number of the recipient below.