EXHIBIT 10 (l)
                                LETTER AGREEMENT

                        Roseville Communications Company
                                  P.O. Box 969
                           Roseville, California 95678



January 16, 2001



Robert M. Burger
Vice President
RCS Wireless
P.O. Box 969
Roseville, California 95678

Dear Bob:

                   Roseville Communications Company (the "Company") considers it
essential to the best  interests of the Company and its  shareholders  to foster
the continued  employment of key management personnel in a period of uncertainty
regarding  the  Company's   future  in  light  of  the   consolidation   in  the
telecommunications  industry. In this connection,  the Board of Directors of the
Company (the "Board")  recognizes  that the  possibility  of a change in control
exists and that such  possibility,  and the  uncertainty  and questions which it
necessarily raises among management,  may result in the departure or distraction
of  management  personnel to the  detriment of the Company and its  shareholders
when their  undivided  attention  and  commitment  to the best  interests of the
Company and its shareholders are particularly important.

                   Accordingly,  the Board has determined that appropriate steps
should  be  taken  to  reinforce  and  encourage  the  continued  attention  and
dedication  of members of the  Company's  management,  including  you,  to their
assigned  duties  without  distraction  in the  face of  potentially  disturbing
circumstances  arising  from the  possibility  of a  change  in  control  of the
Company.

                   In order to induce you to remain in the employ of the Company
and in  consideration  of your  agreement  set forth in  Section  2 hereof,  the
Company  agrees  that you shall  receive the  benefits  set forth in this letter
agreement ("Agreement") in the event of a "change in control of the Company" and
a  "constructive  termination"  (each as defined in Section 2 hereof)  under the
circumstances described below.




                   1. Term of Agreement.  This  Agreement  shall commence on the
date hereof and shall  continue in effect through  December 31, 2001;  provided,
however,  that commencing on January 1, 2001 and each January 1 thereafter,  the
term of this Agreement shall  automatically  be extended for one additional year
unless,  not later than by November 30 of the preceding  year, the Company shall
have given  notice  that it does not wish to extend  this  Agreement;  provided,
further,  that  following  a change in control of the  Company  (as  hereinafter
defined) the term of this Agreement shall automatically extend to the date which
is two (2) years following such change in control.

                   2.  Change  in  Control  and  Constructive  Termination.   No
benefits  shall be payable  hereunder  unless  there shall have been a change in
control of the Company and thereafter a constructive  termination,  as set forth
below.  For  purposes of this  Agreement,  a "change in control of the  Company"
shall be deemed to have  occurred if (A) any  "person"  (as such term is used in
Section  13(d) and 14(d) of the  Exchange  Act),  other  than a trustee or other
fiduciary holding  securities under an employee benefit plan of the Company,  is
or becomes the  "beneficial  owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly,  of securities of the Company  representing Twenty
percent  (20%)  or more of the  combined  voting  power  of the  Company's  then
outstanding  voting  securities;  (B) there is a merger or  consolidation of the
Company in which the Company does not survive as an independent  public company;
or (C) the  business or  businesses  of the Company for which your  services are
principally  performed  are disposed of by the Company  pursuant to a partial or
complete  liquidation  of the Company,  a sale of assets  (including  stock of a
subsidiary)  of the  Company,  or  otherwise.  For  purposes of this  Agreement,
"constructive  termination"  shall mean a change in control of the  company,  as
well as, and as a direct result  thereof,  (i) a decrease in the total amount of
your base salary below its level in effect on the date hereof or as the same may
be increased  from time to time, or a decrease in the bonus  percentage to which
you are entitled, without your consent, provided,  however, nothing herein shall
be construed to guarantee your bonus award if  performance  is below target,  or
(ii) a reduction in the  importance  of your job  responsibilities  without your
consent, with the determination of whether a reduction in job responsibility has
taken place to be in your  discretion  or,  (iii) your  geographical  relocation
without your consent.  Absent written consent,  after a change in control of the
Company,  no action or inaction by you within  ninety  (90) days  following  the
occurrence of the events  described in (i), (ii) or (iii) hereof shall be deemed
consent to such events.

                   3. Compensation  Following Change of Control and Constructive
Termination.  Subject to the terms and conditions of this Agreement, following a
change in control of the Company  and  constructive  termination,  as defined in
Section 2, the Company  shall pay you a lump sum  payment,  within ten (10) days
after the constructive termination, in the amount equal to the sum of:

                   (A) The sum of your then effective annual base salary through
the termination date and any accrued vacation pay, plus

                   (B) two times the sum of (I) your full  annual base salary on
the date of the constructive  termination,  plus (II) the greater of your target
bonus or the most recent annual bonus paid to you.


                   In addition, the Company shall continue to provide to you and
your family at the Company's expense,  for twenty-four (24) months following the
change in control and the constructive termination, the life insurance, medical,
dental and other benefits  provided to you and your family  immediately prior to
the change in control and constructive  termination.  The Company also shall pay
to you all legal  fees and  expenses  incurred  by you in  seeking  to obtain or
enforce  any  right or  benefit  provided  by this  Agreement.  You shall not be
required to mitigate the amount of any payment provided for in this Section 3 by
seeking other  employment  or otherwise,  nor shall the amount of any payment or
benefit provided for in this Section 3 be reduced by any compensation  earned by
you as the result of  employment by another  employer or by retirement  benefits
after the date of termination, or otherwise.

                   4. Certain Additional Payments by the Company.

                   (i)   Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the  event it  shall be  determined  that  any  payment  or
distribution  by the Company to or for your benefit  (whether paid or payable or
distributed  or  distributable  pursuant  to the  terms  of  this  Agreement  or
otherwise,  but determined  without regard to any additional  payments  required
under this Section 4) (a  "Payment")  would be subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or
any  corresponding  provisions  of state or local tax laws,  or any  interest or
penalties  are incurred by you with respect to such excise tax (such excise tax,
together  with any such interest and  penalties,  are  hereinafter  collectively
referred  to as the  "Excise  Tax"),  then you shall be  entitled  to receive an
additional  payment (a  "Gross-Up  Payment")  in an amount  such that after your
payment of all taxes  (including any interest or penalties  imposed with respect
to such  taxes),  including,  without  limitation,  any  income  taxes  (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment,  you retain an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.


                   (ii)  Subject  to  the  provisions  of  Section  4(iii),  all
determinations  required to be made under this Section 4, including  whether and
when a Gross-Up  Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination,  shall be made
by Ernst & Young LLP or such other  certified  public  accounting firm as may be
designated  by  you  (the  "Accounting  Firm"),  which  shall  provide  detailed
supporting  calculations  both to the Company and you within 15 business days of
the  receipt of notice from you that there has been a Payment,  or such  earlier
time as is requested by the Company.  In the event that the  Accounting  Firm is
serving as accountant or auditor for the  individual,  entity or group effecting
the  change  of  control,  you  shall  appoint  another  nationally   recognized
accounting firm to make the determinations  required hereunder (which accounting
firm shall then be referred to as the Accounting Firm  hereunder).  All fees and
expenses  of the  Accounting  Firm  shall be borne  solely by the  Company.  Any
Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the
Company  to you  within  five  days  of the  receipt  of the  Accounting  Firm's
determination.  Any  determination  by the Accounting Firm shall be binding upon
the  Company  and you.  As a result of the  uncertainty  in the  application  of
Section  4999  of the  Code  at the  time of the  initial  determination  by the
Accounting Firm hereunder,  it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the  calculations  required  to be made  hereunder.  In the event  that the
Company exhausts its remedies  pursuant to Section 4(iii) and you thereafter are
required  to make a  payment  of any  Excise  Tax,  the  Accounting  Firm  shall
determine  the  amount  of the  Underpayment  that  has  occurred  and any  such
Underpayment shall be promptly paid by the Company to or for your benefit.

                   (iii) You shall notify the Company in writing of any claim by
the Internal  Revenue Service that, if successful,  would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable  but no later  than ten  business  days  after you are  informed  in
writing of such claim and shall  apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. You shall not pay such
claim prior to the  expiration of the 30-day period  following the date on which
you give such notice to the Company (or such shorter  period  ending on the date
that any  payment of taxes with  respect to such claim is due).  If the  Company
notifies you in writing  prior to the  expiration of such period that it desires
to contest such claim, you shall:

                   (A) give the Company any information  reasonably requested by
the Company relating to such claim,

                   (B) take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,

                   (C)  cooperate  with  the  Company  in good  faith  in  order
effectively to contest such claim, and

                   (D) permit  the  Company to  participate  in any  proceedings
relating to such claim;  provided,  however, that the Company shall bear and pay
directly all costs and expenses  (including  additional  interest and penalties)
incurred  in  connection  with such  contest  and shall  indemnify  and hold you
harmless,  on an after-tax  basis,  for any Excise Tax or income tax  (including
interest  and  penalties  with  respect  thereto)  imposed  as a result  of such
representation  and payment of costs and  expenses.  Without  limitation  on the
foregoing  provisions  of this Section  4(iii),  the Company  shall  control all
proceedings  taken in connection with such contest and, at its sole option,  may
pursue or forego any and all administrative appeals,  proceedings,  hearings and
conferences  with the taxing  authority in respect of such claim and may, at its
sole  option,  either  direct you to pay the tax claimed and sue for a refund or
contest the claim in any  permissible  manner,  and you agree to prosecute  such
contest to a determination  before any  administrative  tribunal,  in a court of
initial  jurisdiction and in one or more appellate  courts, as the Company shall
determine;  provided, however, that if the Company directs you to pay such claim
and sue for a refund,  the Company  shall  advance the amount of such payment to
you, on an interest-free basis and shall indemnify and hold you harmless,  on an
after-tax  basis,  from any  Excise  Tax or income tax  (including  interest  or
penalties  with  respect  thereto)  imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided
that any  extension of the statute of  limitations  relating to payment of taxes
for your taxable year with respect to which such contested  amount is claimed to
be due is limited solely to such contested  amount.  Furthermore,  the Company's
control  of the  contest  shall be  limited  to issues  with  respect to which a
Gross-Up Payment would be payable  hereunder and you shall be entitled to settle
or contest,  as the case may be, any other issue raised by the Internal  Revenue
Service or any other taxing authority.

                   (iv) If,  after  your  receipt of an amount  advanced  by the
Company  pursuant to Section  4(iii),  you become entitled to receive any refund
with respect to such claim,  you shall (subject to the Company's  complying with
the  requirements of Section  4(iii))  promptly pay to the Company the amount of
such refund  (together  with any interest  paid or credited  thereon after taxes
applicable thereto). If, after your receipt of an amount advanced by the Company
pursuant  to  Section  4(iii),  a  determination  is made  that you shall not be
entitled  to any refund  with  respect to such  claim and the  Company  does not
notify you in writing of its intent to contest  such  denial of refund  prior to
the expiration of 30 days after such  determination,  then such advance shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid.

                   5. Successors; Binding Agreement.

                   (i) The Company will require any successor (whether direct or
indirect, by merger,  consolidation or otherwise) to all or substantially all of
the business  and/or  assets of the Company to  expressly  agree to perform this
Agreement.  Failure of the Company to obtain such assumption and agreement prior
to the  effectiveness of any such succession shall be a breach of this Agreement
and shall entitle you to compensation from the Company in the same amount and on
the same terms as you would be entitled hereunder  following a change in control
of the  Company  and  constructive  termination,  except  that for  purposes  of
implementing  the  foregoing,  the date on which  any  such  succession  becomes
effective  shall be  deemed  the  date on  which  you  become  entitled  to such
compensation from the Company.  As used in this Agreement,  "Company" shall mean
the Company as  hereinbefore  defined and any  successor to its business  and/or
assets as  aforesaid  which  assumes  and agrees to perform  this  Agreement  by
operation of law, or otherwise.

                   (ii) This  Agreement  shall  inure to the  benefit  of and be
enforceable by your executors, administrators,  successors, heirs, distributees,
devisees and legatees. If you should die while any amount would still be payable
to you  hereunder  if you had  continued  to  live,  all  such  amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement  to your  devisee,  legatee or other  designee or, if there is no such
designee, to your estate.

                   6. Notice.  For purposes of this  Agreement,  notices and all
other  communications  provided  for in this  Agreement  shall be in writing and
shall be  deemed  to have been duly  given  when  delivered  or mailed by United
States registered mail, return receipt requested,  postage prepaid, addressed to
the respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company  shall be directed to the attention of the Board
with a copy to the Secretary of the Company,  or to such other address as either
party may have furnished to the other in writing in accordance herewith,  except
that notice of a change of address shall be effective only upon receipt.

                   7.  Miscellaneous.  No  provision  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing and signed by you and such  officer as may be  specifically
designated  by the Board.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.  The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of California.

                   8.  Validity.  The  invalidity  or  unenforceability  of  any
provision of this Agreement shall not affect the validity or  enforceability  of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

                   9.  Counterparts.  This  Agreement may be executed in several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

                   10.  Supercedes Prior  Agreements.  The Company and you agree
that this Agreement  supercedes all prior  agreements,  whether written or oral,
relating to the subject matter of this Agreement including,  without limitation,
any prior  letter  agreements  relating  to payments in the event of a change in
control of the Company,  or any provisions of any letters of offer of employment
with the Company."


                   If this letter sets forth our agreement on the subject matter
hereof,  kindly sign and return to the Company the enclosed  copy of this letter
which will then constitute our agreement on this subject.

Sincerely yours,

ROSEVILLE COMMUNICATIONS COMPANY


By ___________________________
Thomas E. Doyle
Chairman

AGREED TO this _____ day

of ________________, 2001.

_______________________________
Robert M. Burger