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                                                                    EXHIBIT 10.3

                                RESALE AGREEMENT

         THIS RESALE AGREEMENT dated October 2, 2000, between Alloy LLC (on
behalf of itself and its Affiliates (collectively referred to herein as
"NEWCO")) and BellSouth Telecommunications, Inc., on behalf of itself and
Affiliates, other than Newco (the "RESELLER");

                              W I T N E S S E T H:

         WHEREAS, BellSouth Corporation, a Georgia corporation and SBC
Communications Inc., a Delaware corporation ("SBC") have transferred
substantially all of their wireless businesses to NewCo and, following such
transfers and as a result thereof, NewCo owns Licenses to provide Wireless
Service within certain Geographic Service Areas (as defined herein); and

         WHEREAS, NewCo desires to sell to the Reseller existing and future
wireless services and features providing access to the wireless systems NewCo
owns or wireless services to which NewCo has access pursuant to roaming
agreements; and

         WHEREAS, the Reseller desires to purchase wireless services and
features from NewCo for resale to the Reseller's customers, separately and
packaged with other telecommunications services;

         NOW THEREFORE, for and in consideration of the premises and other good
consideration, the receipt and sufficiency of which are hereby acknowledged,
NewCo and the Reseller agree as follows:

1.       DEFINITIONS. The following capitalized terms, whenever used in this
Agreement, have the respective meanings set forth below:

         "ACCESS NUMBER" means (i) a telephone number provided to the Reseller
by NewCo and associated with the Reseller's or an Authorized User's Equipment,
or (ii) other means of addressing individual units of Equipment, including
without limitation, internet protocol addresses, in each case enabling use of a
Wireless System.

         "ADVANCED SERVICES" means high speed services which enable users to
originate and receive high quality voice and data services.

         "AFFILIATE" means a Person that directly or indirectly Controls, is
Controlled by, or is under common Control with another Person, provided that,
with respect to NewCo, "Affiliate" shall not include the Reseller, the Other
Reseller or their respective subsidiaries.

         "AIR-GROUND SERVICE" means air-ground wireless voice and data service
provided pursuant to licenses issued by the FCC pursuant to Subpart G of Part 22
of the FCC Rules and all air-ground wireless voice and data services reasonably
ancillary thereto.


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         "AGENCY AGREEMENT" means the Wireless Agency Agreement, of even date
herewith, between NewCo and the Reseller.

         "APPLICABLE LAW" means all applicable laws, statutes, treaties, rules,
codes (including building codes), ordinances, regulations, certificates, orders
and licenses of, and interpretations by, any Governmental Authority and
judgments, decrees, injunctions, writs, Permits, orders or like governmental
action of any Governmental Authority (including environmental laws and those
pertaining to health or safety).

         "AUTHORIZED USER" means a Person that is authorized by the Reseller to
use a Wireless Service purchased by the Reseller under this Agreement and resold
to such Person by the Reseller.

         "BANKRUPTCY LAW" means any bankruptcy, insolvency, reorganization or
other law for the relief of debtors under the applicable jurisdiction.

         "CELLULAR SERVICE" means mobile wireless telephone service provided
pursuant to Wireless Licenses issued by the FCC pursuant to Subpart H of Part 22
of the FCC's rules and all mobile voice and data services reasonably ancillary
thereto.

         "COMMUNICATIONS ACT" means the Communications Act of 1934, as amended.

         "CONTRIBUTION AGREEMENT" means the Amended and Restated Contribution
and Formation Agreement by and among Newco, the Reseller and the Other Reseller,
dated as of April 4, 2000.

         "CONTROL" (including the correlative meanings of the terms "CONTROLLED
BY" and "UNDER COMMON CONTROL WITH"), as used with respect to any Person, shall
mean the possession directly or indirectly, of the power to direct or cause the
direction of management policies of such Person, whether through the ownership
of voting securities, by contract or otherwise.

         "CONTROLLED SUBSIDIARY" means, with respect to any Person, an Affiliate
at least a majority of the Voting Securities and other equity interests of which
are owned, directly or indirectly, by such Person.

         "CPE" means customer-provided equipment.

         "DOMESTIC" means the fifty states comprising the United States of
America, the District of Columbia, the U.S. Virgin Islands and the Commonwealth
of Puerto Rico, but excluding all other territories and possessions of the
United States of America.

         "EQUIPMENT" means wireless communications equipment, including mobile
and portable radio units and other terminals that are used by Authorized Users
and approved by the FCC.

         "FCC" means Federal Communications Commission, and any successor
regulatory body in the United States performing the same or similar functions.

         "FCC RULES" means any applicable rules and regulations of the FCC.


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         "GEOGRAPHIC SERVICE AREAS" (GSAs) means, as to any Wireless Service of
NewCo, the geographic areas within which NewCo has the authority pursuant to a
License issued by the FCC to offer such Wireless Service. Each geographic area
for which the FCC has issued a separate Wireless License shall be a separate
GSA.

         "GOVERNMENTAL AUTHORITY" means the government of the United States of
America or any state or other political subdivision thereof, including the U.S.
Virgin Islands and the Commonwealth of Puerto Rico, or any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to, any such government.

         "HOME FRAUD" means unauthorized Wireless Service, excluding fraud in
the activation of services, respecting an Access Number in the Home Service Area
in which such Access Number is registered.

         "HOME SERVICE" means Wireless Service provided in respect of an Access
Number in the Home Service Area applicable to such Access Number.

         "HOME SERVICE AREA" means, with respect to an Access Number registered
in any Market, the GSAs (which may be in more than one Market) for which NewCo
provides Wireless Services on the terms and conditions applicable to Home
Service to more than fifty (50%) percent of the Access Numbers newly activated
by NewCo in such Market during the preceding calendar year.

         "ILEC SERVICES" means any of the following products or services: (a)
Advanced Services, Information Service, InterLATA Service, Telephone Exchange
Service, Electronic Publishing Service, or any other Telecommunications Service
(other than where such services are used solely as part of Wireless Services);
(b) all current and future ancillary features and services offered in
conjunction with any of the services listed in clause (a), including, but not
limited to, voice mail, caller ID, call waiting, directory listing services,
calling card services, toll calling plans and associated CPE and any successors
thereto; (c) security services, virtual private networks and associated CPE; and
(d) any product or service that emulates or replicates the foregoing utilizing
an IP protocol and the PSTN (including IP telephone, IP fax, unified messaging
and Internet call waiting and associated CPE). For the purpose of this
definition, the terms Information Service, InterLATA Service, Telephone Exchange
Service and Telecommunications Service have the respective meanings set forth in
Section 3 of the Communications Act and the term Electronic Publishing Service
has the meaning set forth in Section 274(h) of the Communications Act.

         "IN TERRITORY" means within the Service Territory.

         "LICENSEE" means, in respect of any Geographic Service Area for any
Wireless Service, NewCo or the Affiliate of NewCo, in either case which holds
the applicable Wireless License.

         "LLC AGREEMENT" means the Limited Liability Company Agreement dated as
of October 2, 2000 among the Reseller, the Other Reseller and Alloy Management
Corp. relating to NewCo, as amended from time to time in accordance with the
terms thereof.


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         "MARKET" means one or more GSAs that are managed by NewCo as a unit for
purposes of administering provision of Wireless Services.

         "MOUS" or "MINUTES OF USE" means minutes of use of Wireless Service.

         "NATIONAL ACCOUNT" means any Person which offers to subscribe or, at
the time of the initial subscription for wireless services, subscribes for, in
the aggregate, 500 or more Access Numbers in two or more areas codes (other than
overlapping area codes).

         "NEW SERVICE OFFERINGS" has the meaning set forth in Section 2.

         "NEWCO MARKS" means any trademarks, trade names, service marks, logos,
brands, domain names, insignia, symbols, decorative designs, and other marks,
and all variants and deviates thereof, which NewCo or its Affiliates own or are
licensed or sublicensed to use.

         "NEWCO'S SERVICE TERRITORY" means the entire area within which NewCo
provides Wireless Services from time to time pursuant to FCC Licenses.

         "OTHER RESELLER" means SBC.

         "OTHER RESELLER AGREEMENT" means that certain Resale Agreement, of even
date herewith, between NewCo and the Other Reseller.

         "OUT OF TERRITORY" means outside of the Service Territory.

         "PACKAGE" means the marketing, sale, resale, or any other mode of
selling a Wireless Service in combination, whether for a single price or
otherwise, with any other ILEC Services.

         "PACKAGE SUBSCRIBER" means any customer who purchases Wireless Services
and other ILEC Services in a Package.

         "PAGING SERVICE" means the provision of Domestic one and two-way paging
and radiotelephone service pursuant to licenses issued by the FCC pursuant to
Subpart E of Part 22 of the FCC Rules and Subpart P of Part 90 of the FCC Rules
and all one- and two-way paging and radiotelephone services reasonably ancillary
thereto.

         "PART 27 SERVICE" means mobile wireless voice and data service provided
pursuant to licenses issued by the FCC pursuant to Part 27 of the FCC Rules and
all mobile voice and data services reasonably ancillary thereto, other than with
respect to the provision of multi-channel video programming service and data
services reasonably ancillary thereto.

         "PCS SERVICE" means mobile wireless telephone service provided pursuant
to Wireless Licenses issued by the FCC pursuant to Part 24 of the FCC's rules
regardless of the frequency block designated by the FCC under 47 C.F.R. 24.229
and all mobile voice and data services reasonably ancillary thereto.


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         "PERMITS" means all licenses (including without limitation Wireless
Licenses), permits, certificates of need, approvals and authorizations from all
Governmental Authorities required to lawfully conduct a business as presently
conducted.

         "PERSON" means an individual, partnership, corporation, limited
liability company, limited liability partnership or other business association.

         "PSTN" means public switched telephone network.

         "RESELLER MARKS" means the trademarks, trade names, services marks,
logos, brands, domain names, insignia, symbols, decorative designs, and other
marks, and all variants and deviates thereof, which the Reseller or its
Affiliates own or are licensed or sublicensed to use, or specified on EXHIBIT B.

         "ROAMER" means an Authorized User who receives wireless service in
respect of an Access Number in a geographic area outside of the Home Service
Area applicable to such Authorized User's Access Number.

         "ROAMER FRAUD" means unauthorized wireless service respecting an Access
Number assigned to an Authorized User in a geographic area outside such the Home
Service Area with respect to such Access Number.

         "ROAMING AGREEMENTS" means roaming agreements with third parties that
provide to NewCo the ability for its customers to roam, thereby receiving
wireless services on a Wireless System of such third party.

         "SATELLITE SERVICES" means mobile wireless voice and data services
(other than multi-channel video services and data services reasonably ancillary
thereto) provided, via fixed or non-geostationary satellite, pursuant to
licenses issued by the FCC pursuant to Part 25 of the FCC Rules and all mobile
wireless voice and data services reasonably ancillary thereto that are also
provided via fixed or non-geostationary satellites.

         "SERVICE TERRITORY" means the Service Territory of the Reseller, as
defined in the LLC Agreement.

         "USAGE" means a period of time or other applicable unit of measurement
during which an Authorized User uses a Wireless System and incurs charges for
such use.

         "VOTING SECURITIES" means any securities or other interests entitled to
vote in the ordinary course in the election of directors or of Persons serving
in a similar governing capacity of any corporation, partnership, limited
liability company or other entity.

         "WIRELESS BUSINESS" means the acquisition, development, ownership and
operation of businesses engaged in the provision of mobile wireless voice and
data services utilizing radio frequencies licensed by the FCC for the provision
of Cellular Service, PCS Service, Wireless Data Service, Satellite Services and
Part 27 Service.


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         "WIRELESS DATA SERVICE" means the provision of Domestic wireless data
service pursuant to Wireless Licenses issued by the FCC pursuant to Subpart E of
Part 22 of the FCC Rules and Subpart S of Part 90 of the FCC Rules and all
messaging and data services customarily ancillary thereto.

         "WIRELESS LICENSE" means a license provided by the FCC to provide a
specified type of Wireless Service.

         "WIRELESS SERVICES" means the mobile wireless voice and data services,
products and features offered by NewCo in its Wireless Business, including
without limitation Cellular Service, PCS Services, Wireless Data Service,
Air-Ground Service, Satellite Services and Part 27 Service.

         "WIRELESS SYSTEM(S)" means a radio communications system that provides
wireless services.

2.       DUTIES OF NEWCO.

         (a)      NewCo agrees to provide each type of Wireless Service to the
Reseller upon the terms and conditions specified herein and at rates and charges
determined pursuant to SECTION 11 and EXHIBIT A. NewCo shall obtain, retain and
maintain suitable facilities, Permits and rights for the construction and
maintenance of the circuits and equipment necessary to provide each type of
Wireless Service in the applicable Geographic Service Areas. Subject to the
limitations on resale of Wireless Services set forth herein, any new service or
feature not described in EXHIBIT A, including but not limited to any New Service
Offering as described in SECTION 2(C), will be available for resale under this
Agreement by the Reseller in all GSAs, both In Territory and Out of Territory,
as soon as reasonably practicable after the date when such service or feature is
first commercially offered by NewCo.

         (b)      Subject to SECTION 11(B), NewCo shall extend to the Reseller
the same or better rates and terms (including Local Calling Areas at the rates
so offered) for its Wireless Services, including volume discounts, offered by it
to any other reseller of Wireless Services. Subject to applicable regulatory
rules, rates offered to NewCo's retail subscribers, including, but not limited
to corporate subscribers for the use of their employees, may from time-to-time
be less than the rates offered to the Reseller, if NewCo extends such lower
rates in order to meet competition, to use excess capacity, or for other sound
business reasons.

         (c)      NewCo will provide to the Reseller marketing information,
including sample coverage maps of geographic areas where each type of Wireless
Services and New Service Offerings (defined below) is available, and samples of
any pertinent informational material and other assistance to enable the Reseller
to acquaint Authorized Users with such services. The Reseller may replicate such
materials in whole or in part for its marketing efforts; provided, however, that
such right to replicate shall not be deemed to expand the Reseller's right to
use NewCo's Marks beyond the contemplation of SECTION 17. NewCo shall provide
reasonable prior notice (in all events, of not less than sixty (60) days) to the
Reseller of (i) any material changes in


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any type of Wireless Service of either a permanent or temporary nature and (ii)
any new type of Wireless Service not previously offered by NewCo ("NEW SERVICE
OFFERINGS").

         (d)      NewCo shall provide a designated contact person or persons to
the Reseller for the Reseller's interface, but not for the use of the Reseller's
Authorized Users. Nothing in this Agreement shall require NewCo to provide
customer service or billing services to the Reseller's Authorized Users. The
Reseller recognizes and agrees that NewCo will offer Wireless Service to the
public directly and through agents, other resellers, and other distribution
channels, subject to compliance with SECTION 17.

         (e)      Operational procedures of NewCo with respect to Wireless
Services shall be in accordance with the procedures in effect in the applicable
Market immediately prior to the date hereof, subject only to (i) changes and
improvements to such operational procedures that do not have an adverse effect
on the Wireless Service or the performance by NewCo of its obligations hereunder
or (ii) in the case of other changes, the prior written consent of the Reseller.
Order processing procedures for the activation, deactivation, and modification
of service features of the Reseller's Authorized Users in any Market shall be
consistent with the procedures used by NewCo or its predecessor-in-interest with
respect to the conduct of the Wireless Business in such Market immediately prior
to the date of this Agreement, with such changes as are necessary to give effect
to the transition of the Wireless Business from such predecessor-in-interest to
NewCo, or as otherwise approved in writing by the Reseller and the Other
Reseller. The parties shall cooperate to refine such processes so as to improve
the efficiency of both parties.

         (f)      NewCo shall establish and maintain procedures for accepting
and responding to reports by the Reseller of trouble with any Wireless Service
(i) comparable or superior to those procedures available to NewCo's retail
customers, and (ii) consistent with standards generally prevalent in the
industry.

         (g)      The Reseller shall have access to NewCo's remote customer
activation systems as may be in use by NewCo from time to time in the various
markets, as set forth in SECTION 10(D) hereof.

         (h)      NewCo shall comply with all Applicable Laws in the performance
of its obligations hereunder and in the provision of Wireless Services to the
Reseller. NewCo shall be responsible for obtaining and maintaining all Permits
necessary for such performance.

3.       ADDITIONAL PROVISIONS REGARDING RESALE.

         In addition to the other responsibilities of the Reseller as set forth
in this Agreement, the Reseller and NewCo agree to the following:

         (a)      If NewCo fails to maintain the requisite Permits, despite
compliance with SECTION 2(A), to operate as Licensee with respect to any
Wireless Service in any given Geographic Service Area, the Reseller agrees that
this Agreement will cease as to such Wireless Service in the affected Geographic
Service Area without penalty to either party. The Agreement shall remain in full
force


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and effect for all other Wireless Services in such affected Geographic Service
Area, and for such affected Wireless Service in all other Geographic Service
Areas within NewCo's Service Territory.

         (b)      The Reseller will submit non-binding forecasts, by type of
Wireless Service, on a quarterly basis to NewCo for planning purposes. The
Reseller will have no liability in respect of any failure to use Wireless
Services in the amounts specified in such forecasts.

         (c)      The Reseller is responsible for all charges on lost or stolen
Equipment of any of its Authorized Users, until Reseller reports the loss or
theft of that Equipment to NewCo.

         (d)      NewCo is not liable to the Reseller or its Authorized Users if
changes in any of NewCo's facilities, operations, equipment, procedures or
services render obsolete any equipment or software provided by the Reseller or
Authorized Users, or require modification or alteration of such software or
equipment, or otherwise affect the Reseller's performance, so long as NewCo has
complied with its obligations hereunder.

         (e)      The Reseller agrees to suspend or cancel the use of Wireless
Services by any Authorized User that NewCo reasonably identifies as using such
Wireless Services in an abusive or fraudulent manner.

         (f)      In the event the Reseller ceases providing Wireless Services
to its Authorized Users, the Reseller agrees it will cooperate with NewCo to
contact these Authorized Users so that NewCo may continue to provide service to
them, uninterrupted by the cessation of the Reseller's activities.

4.       AVAILABILITY OF THE WIRELESS SERVICE.

         (a)      From the date hereof until the date, if any, on which any
event described below occurs, the Reseller will be permitted to sell Wireless
Services by resale only Out of Territory. Notwithstanding the foregoing, the
Reseller shall be permitted to resell Wireless Services In Territory, as
follows:

                  (i)      If the Reseller makes the election contemplated by
         Section 9.1 of the Agency Agreement to begin reselling to Package
         Subscribers, the Reseller will be permitted to resell the Wireless
         Services In Territory to Package Subscribers and may use NewCo Marks as
         described in SECTION 17 hereof.

                  (ii)     If the Reseller makes an election pursuant to Section
         9.2 of the Agency Agreement to begin reselling to specified National
         Accounts, the Reseller will be permitted to resell the Wireless
         Services to National Accounts wherever located, and may use NewCo Marks
         as described in SECTION 17 hereof.

                  (iii)    If the Reseller terminates the Agency Agreement
         pursuant to Section 19.2 thereof, from and after the effective date of
         such termination, the Reseller may resell Wireless Services In
         Territory and competing Wireless Services in any Market at Reseller's
         sole discretion.


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         The exercise of one or more of the foregoing elections shall not affect
the Reseller's right hereunder to resell Wireless Services Out of Territory,
which right shall continue whether or not any such election is made. Nothing
contained herein shall be construed to prohibit the Reseller from continuing to
provide Wireless Services by resale to Package Subscribers In Region where such
Package Subscribers elect to stop purchasing any other ILEC Services from the
Reseller.

         (b)      Subject to SECTION 4(A), each type of Wireless Service shall
be available to the Reseller and its Authorized Users with Equipment equipped
for such Wireless Service when within the range of the applicable Wireless
System. The quality of the Wireless Service available to Authorized Users shall
be at least equal to the quality of Wireless Service available to NewCo's retail
subscribers. Features shall be available to Authorized Users (i) subject to
SECTION 2(A), as made available to NewCo's retail customers; (ii) as required by
the FCC, (iii) as required to be provided pursuant to the terms hereof or (iv)
as otherwise agreed by the parties. Service may be temporarily refused or
limited because of system capacity limitations, is subject to transmission
limitations caused by atmospheric and other natural or artificial conditions
adversely affecting transmissions, and may be temporarily interrupted or
curtailed due to equipment modifications, upgrades, relocations, repairs and
similar activities necessary for the proper or improved operation of the
Wireless Service, but under no circumstance will service be provided to the
Reseller or any Authorized User be any worse than that provided by NewCo to its
own customers.

         (c)      The Reseller's Authorized Users of any Wireless Service shall
receive the same roaming privileges as NewCo allows its own retail customers;
provided that the price for such roaming service shall be determined in
accordance with EXHIBIT A.

         (d)      Under no circumstances will the Reseller have access to any
switch functionality of NewCo's Wireless System, including but not limited to
any triggers, billing feeds, or the interconnection of the Reseller's Home
Location Register.

5.       LIMITATION OF LIABILITY.

         (a)      The Reseller acknowledges that (i) occasional interruptions or
irregularities in each type of Wireless Service may occur; (ii) any potential
harm from interruptions or irregularities in Wireless Service is speculative in
nature; (iii) NewCo can only offer Wireless Services at rates set without regard
to the needs of any specific customer and cannot offer Wireless Service at rates
which reflect its value to any specific customer; and (iv) NewCo assumes no
responsibility other than that set forth in this Agreement. Accordingly, the
Reseller agrees that any liability NewCo may have due to interruptions or
irregularities in the Wireless Service shall not exceed the amount of the
prorated charge (as defined below) to the Reseller for the period in which the
interruption or irregularity occurred. NewCo's liability shall be discharged by
credit to the Reseller's account of the prorated charge as set forth below. The
above is in lieu of any other express or implied warranties including any
warranties of merchantability or fitness for a particular purpose. In the
absence of gross negligence or willful misconduct, NewCo's sole liability to the
Reseller and its Authorized Users for loss or damages arising out of mistakes,
omissions, interruptions, delays, errors or defects in the Wireless Service, its
transmission, or failures or defects in facilities


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furnished by NewCo, occurring in the course of furnishing Wireless Service is a
credit allowance, as described in Subsection (c) below, made, at the Reseller's
written request, in the form of a pro rata adjustment of the fixed monthly
charges billed to the Reseller as NewCo's full and complete liability.

         (b)      Such credit allowance will be based upon the period of time in
which such mistakes, omissions, interruptions, delays, errors or defects in the
Wireless Service, its transmission, or failures or defects in facilities
furnished by NewCo, existed. Any such interruption will be measured from the
time it is reported to or detected by NewCo, whichever occurs first. An
adjustment will be made in the event the Reseller or its Authorized User is
affected by such interruption for a period of twenty-four (24) hours or more or
for every three (3) interruptions per billing cycle of less than twenty-four
(24) hours which total twenty-four (24) hours or more. When an interruption
exceeds twenty-four (24) hours, the length of the interruption will be measured
in twenty-four (24) hour days. An additional fraction of a day consisting of
less than twelve (12) hours will not be credited, and an additional period of
twelve (12) hours or more will be considered an additional day.

         (c)      The credit allowance will be computed by dividing the length
of the Wireless Service interruption by a standard thirty (30) day month, and
then multiplying the result by NewCo's fixed monthly charges for each
interrupted Access Number. In no case will the credit exceed the fixed monthly
charges. In the absence of gross negligence or willful misconduct, no other
liability will attach to NewCo in consideration of such mistakes, omissions,
interruptions, delays, errors or defects in the Wireless Service.

         (d)      A credit allowance will not be given for mistakes, omissions,
interruptions, delays, errors or defects caused by the negligence or willful
misconduct of the Reseller or Authorized User or mistakes, omissions,
interruptions, delays, errors or defects caused by failure of equipment or
service not provided to the Reseller or its Authorized User by NewCo.

         (e)      NewCo will in no event be liable for interruptions or delays
in transmission, errors or defects in transmission, or failure to transmit, when
caused by acts of God, fire, war, riots, Government authorities or other causes
beyond either party's control, including, but not limited to, service
interruptions.

         (f)      The Reseller hereby agrees to indemnify, defend and hold NewCo
harmless from and against any and all claims, demands, suits, judgments, causes
of action, losses, expenses, fees (including reasonable attorneys' fees) and
liability or damages (collectively, "CLAIMS") for libel, slander, or
infringement of copyright from the material transmitted over its facilities by
it or its Authorized Users; against Claims for infringement of patents arising
from combining or using apparatus or systems of the Reseller or its Authorized
Users with the facilities of NewCo; and against all other Claims arising
directly out of any act or omission of the Reseller or its Authorized Users in
connection with facilities or Wireless Service provided by NewCo. The
indemnification provisions are applicable to the Reseller and its Authorized
User(s) and the Reseller agrees to notify of and use its reasonable efforts to
bind its Authorized User(s) to these indemnifications other than


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Authorized Users purchasing in a negotiated transaction, in which case the
Reseller agrees to use reasonable efforts to include such indemnification
provisions in the contract for such transaction.

         (g)      The Reseller shall include in the terms and conditions it has
with Authorized Users a provision substantially as follows, but this provision
shall not be interpreted to require the Reseller to have a written agreement
with Authorized Users:

                  Unless caused by the sole negligence of the Reseller,
                  Authorized User shall indemnify and hold the Reseller, its
                  officers, employees, suppliers of service and agents harmless
                  against any and all claims, demands, suits, judgments, causes
                  of action, losses, expenses, fees (including reasonable
                  attorneys' fees), and liability or damages for libel, slander
                  or infringement of copyright from the material transmitted via
                  the access telephone number, and against any and all other
                  claims, demands, suits, judgments, causes of action, losses,
                  expenses, fees (including reasonable attorneys' fees),
                  liability, including without limitation for any personal
                  injury or death, arising in any way directly or indirectly in
                  connection with this agreement or the use or inability to use
                  the access telephone number (whether caused in whole or in
                  part by the negligence of suppliers of service). This
                  indemnity shall survive the termination of this agreement.

         (h)      NewCo is not liable for damages for any accident or injury
occasioned by the use of any Wireless Service or the presence of any Equipment.

         (i)      NewCo is not liable for any defacement or damage to the
Reseller's or any Authorized User's motor vehicle or any other personal or real
property resulting from the presence of any Equipment.

         (j)      EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL EITHER
PARTY AND/OR ANY OF THEIR AFFILIATES, OTHER THAN NEWCO AND ITS AFFILIATES, BE
LIABLE TO OR THROUGH THE OTHER PARTY FOR ANY OF THE FOLLOWING:

                  (i)      Damages caused by the other party's and/or any of its
         Affiliates' failure to perform their obligations and responsibilities;

                  (ii)     Claims or demands brought against the other party by
         third-parties other than those third-party claims in respect of which
         such party is expressly obligated to indemnify the other party pursuant
         to a provision of this Agreement; or

                  (iii)    Any lost profits, loss of business, loss of use or
         interruptions of business, lost savings opportunities or other
         consequential, special, incidental, indirect, exemplary or punitive
         damages;


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arising from or in connection with the delivery, use, or performance of Wireless
Service governed by this Agreement.

         (k)      NewCo agrees to indemnify, defend and hold the Reseller
harmless from and against any and all Claims arising from, out of or in
connection with:

                  (i)      any Claims of infringement of any patent, copyright,
         trade secret, trademark, service mark or other intellectual property
         right alleged to have occurred because of any service, equipment or
         other resources provided by NewCo;

                  (ii)     the inaccuracy or untruthfulness of any
         representation or warranty made by NewCo in this Agreement;

                  (iii)    any amounts, including but not limited to taxes,
         interest and penalties assessed against the Reseller which are
         obligations of NewCo;

                  (iv)     any Claims that are the result of NewCo's negligent
         or willful act or failure to act, including but not limited to Claims
         for bodily injury or damage to property;

                  (v)      any Claims that are a result of NewCo's or its
         Affiliate's failure to comply with any Applicable Laws in the
         performance of its obligations under this Agreement; and

                  (vi)     any Claims of an unaffiliated third party that is
         entitled to resell Wireless Services to its customers under the terms
         and conditions of this Agreement.

         (l)      The Reseller agrees to indemnify, defend and hold NewCo
harmless from and against any and all Claims arising from, out of or in
connection with:

                  (i)      any Claims of infringement of any patent, copyright,
         trade secret, trademark, service mark or other intellectual property
         right alleged to have occurred because of any service, equipment or
         other resources provided by the Reseller (other than Claims for which
         any of the Reseller and its Authorized Users is indemnified pursuant to
         SECTION 5(K));

                  (ii)     the inaccuracy or untruthfulness of any
         representation or warranty made by the Reseller in this Agreement;

                  (iii)    any amounts, including but not limited to taxes,
         interest and penalties, assessed against NewCo which are obligations of
         the Reseller;


<PAGE>

                  (iv)     any Claims that are the result of the Reseller's or
         its Authorized User's negligent or willful act or failure to act,
         including but not limited to claims for bodily injury or damaged
         property; and

                  (v)      any Claims that are the result of the Reseller's or
         its Affiliate's failure to comply with any applicable laws, regulations
         or orders in the performance of its obligations under this Agreement.

         (m)      All indemnities under in this Agreement shall include
indemnification of the indemnified party's Affiliates, and their respective
directors, officers, employees, agents, customers (including in the case of the
Reseller, its Authorized Users), successors and assignees and their heirs, legal
representatives, and assigns. The indemnification shall be for all Claims
arising out of the specific event referred to in this Agreement which is covered
by the indemnification, including all costs reasonably incurred in the defense
of any claim, including without limitation reasonable accountants', attorneys'
(including allocated in-house expense), and expert witness fees, cost of
investigation and proof of facts, court costs, and other reasonable litigation
expenses including, but not limited to, travel and living expenses. Written
notice of Claims shall be forwarded promptly by the indemnified party to the
indemnitor and there shall be no settlement of the Claim without the consent of
the indemnified party, which consent shall not be unreasonably withheld or
delayed. The indemnified party shall have the right to participate in the
defense of any such claim in which it is named as an defendant at its own cost
and expense. The indemnification obligations under the Agreement shall survive
and continue in full force and effect subsequent to and notwithstanding the
expiration or termination of this Agreement. Provisions for indemnification in
this Agreement are not in lieu of and do not supplant any insurance coverage
required in the Agreement, and are not intended to act as insurance.

         (n)      Notwithstanding anything herein to the contrary, neither party
shall owe the other party any indemnity obligation in respect of the other
party's intentional acts, negligence or willful misconduct. Intentional acts
shall be those actions intentionally undertaken and intended to cause the
consequences for which indemnity is sought.

THE LIABILITY OF NEWCO IN CONNECTION WITH THE PROVISION OF WIRELESS SERVICE BY
NEWCO IS SUBJECT TO THE FOREGOING LIMITATIONS AND NEWCO MAKES NO WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, AS TO THE PROVISION OF SUCH WIRELESS SERVICE,
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

6.       BILLING PROCEDURES.

         (a)      NewCo shall provide the Reseller, at no additional charge to
the Reseller, complete billing and call detail for all charges incurred for each
Access Number at least once per calendar month, with the billing date to be the
same for that Access Number each successive month, subject to change on at least
sixty (60) days notice from NewCo to the Reseller. NewCo may, at its sole
discretion, provide such invoices on a Market by Market basis. NewCo and the
Reseller shall cooperate with each other to develop a billing format compatible
with the Reseller's requirements


<PAGE>

and audit procedures, provided that in no event shall NewCo be obligated to
develop a billing format that is not technically compatible with NewCo's own
billing systems or that is otherwise not technically feasible. NewCo will use
reasonable efforts to have all Access Numbers of the Reseller assigned to a
single cycle, but any Access Number may be assigned to any cycle; provided,
however, that NewCo shall not unreasonably require multiple billing cycles for
the Reseller. NewCo shall use reasonable efforts to make its billing data
reasonably satisfactory to the Reseller. The Reseller and NewCo agree to jointly
develop a process to ensure that billing information is exchanged in a timely
manner.

         (b)      NewCo may establish a system such that NewCo will provide
reasonable billing detail electronically in as many intervals a month as are
reasonably adequate for the Reseller to rebill its end users.

         (c)      NewCo shall provide to the Reseller or its designated billing
agent free of charge, accurate magnetic billing tapes or other medium of data
retention for all Wireless Service provided pursuant to this Agreement. The
magnetic tapes provided by NewCo will include complete billing detail compiled
using standard industry protocols (e.g., the MABEL format). NewCo shall provide
such tapes within five (5) working days after each billing cutoff date. Each
container within which the magnetic billing tapes are shipped shall be labeled
with the Reseller's name, NewCo's name, the name of the Reseller's billing
agent, if any, the billing period to which the tape pertains, and the number of
records on the tape. It is understood and agreed that the data related to
billing may be transmitted, with the Reseller's written consent, by means other
than magnetic tape, such as by optical disk or by way of wired networks from one
computer to another. The substitution of another form of transmission shall not
affect the transmission, compliance with standard protocols, timeliness of
notice regarding defects and identification of the data by reasonable
"labeling."

         (d)      In the event that NewCo desires to make any material change to
the billing format from that in use on the date hereof, if practicable, NewCo
shall first give the Reseller not less than ninety (90) days' prior written
notice of such change, which change shall be effective unless the Reseller
notifies NewCo of its objection to such change within sixty (60) days after
NewCo first notified the Reseller of the change. Any dispute as to any such
change will be resolved pursuant to SECTION 30. Upon the effectiveness of any
such change, NewCo shall provide to the Reseller the new format and a
description of the information reasonably necessary to allow the Reseller to
read and otherwise use the billing information for billing of Reseller's
Authorized Users.

         (e)      When NewCo is notified that, due to its error or omission,
incomplete or incorrect data has been provided to the Reseller, NewCo shall use
its best efforts to locate and/or recover the data and provide new magnetic
tapes to the Reseller at no additional charge. Such request to recover the data
must be made within sixty (60) days from the date the tape was received by the
Reseller. Upon receipt of such request NewCo shall use its reasonable best
efforts to send new magnetic tapes to the Reseller by overnight courier service
within five (5) days of such request.

         (f)      Except for the remedies set forth above, neither NewCo nor its
agents shall be liable to the Reseller for any claim for relief, including but
not limited to damages of any kind,


<PAGE>

attributable to any acts or omissions in the performance of recording/billing
service, in the absence of gross negligence or willful misconduct.

7.       USE OF WIRELESS SERVICES. Wireless Service is furnished for use by the
Reseller for any lawful purpose, including resale subject to the terms hereof.
Subject to SECTION 4(A), the Reseller may resell Wireless Service purchased
hereunder to any Authorized User, wherever located, separately or in Packages;
provided, however, that the Reseller may not sell Wireless Services for the
purpose of subresale (other than to any Controlled Subsidiaries identified in
the signature pages hereto or that have undertaken to be bound by the terms and
conditions hereof pursuant to SECTION 20(A)). An Access Number may be associated
with only one unit of Equipment, unless NewCo offers such service and the
Reseller subscribes to such Wireless Service. Orders, including those which
involve the start, a change or the discontinuance of Wireless Service, will be
accepted by NewCo only from the Reseller and not from an Authorized User.

8.       DISCONNECTION AND TERMINATION OF WIRELESS SERVICE TO AUTHORIZED USERS
FOR CAUSE.

         (a)      Upon non-payment of any sum due NewCo in respect of any Access
Number, or the fraudulent or other misuse of the Wireless Services by an
Authorized User as described in SECTIONS 8(A) THROUGH 8(C), NewCo may, by notice
to the Reseller in writing, without incurring any liability to the Reseller or
any of its other Authorized Users, either temporarily discontinue or permanently
terminate the furnishing of Wireless Service to such Access Number or Authorized
User, at NewCo's sole but reasonable discretion, either in part or in whole.
NewCo shall notify the Reseller of any such termination, but shall not be
required to give notice of any such termination to any Authorized User. NewCo
shall not be liable to any Authorized User for any damages resulting from
interruption of Wireless Service as a result of temporary disconnection or
permanent termination of Wireless Service to the Reseller.

         (b)      Where any Authorized User's Equipment is used with facilities
provided by NewCo in violation of any material provisions herein, NewCo will
notify the Reseller and take such action as is necessary for the protection of
its facilities or the Wireless Service to its customers. The Reseller shall
notify the Authorized User to discontinue such use of the Equipment or correct
the violation immediately and the Reseller shall confirm in writing to NewCo
within five (5) days (following NewCo's giving written notice) that such notice
has been provided. Failure of the Authorized User to discontinue such use or to
correct the violation or of the Reseller to give the required written
confirmation to NewCo within the time stated above shall result in disconnection
of the applicable Wireless Service to the Authorized User without any credit
allowance as provided in SECTION 5 hereof, until such time as the Reseller and
such Authorized User complies with the provisions hereof.

         (c)      Wireless Service to any Authorized User may be refused,
discontinued or terminated without notice in the event the Wireless Service is
used by such Authorized User in such a manner that is in violation of a relevant
rule or regulation established by a Governmental Authority or that will
imminently and significantly impair NewCo's Wireless Service to any of its other
customers or if it is determined that such Authorized User's Equipment
significantly impairs


<PAGE>

NewCo's provision of Wireless Service to any of its other customers. NewCo shall
provide prompt notice to the Reseller in the event of any such interruption.

9.       EQUIPMENT OF AUTHORIZED USERS.

         (a)      NewCo is not responsible for the sale to Authorized Users,
installation, programming, operation, quality of transmission or maintenance of
any Equipment of the Reseller or any Authorized User.

         (b)      The Reseller or its Authorized User must provide and maintain
all Equipment and ensure that it is technically and operationally compatible
with the Wireless Systems and in compliance with applicable Federal
Communications Commission rules and regulations.

         (c)      All Equipment sold by the Reseller to Authorized Users shall
be capable of providing digital Wireless Services.

10.      ACCESS NUMBERS.

         (a)      The Reseller may order Access Numbers in such amounts and as
frequently as may be reasonably required by the Reseller. If requested by the
Reseller, NewCo shall reserve full NXX blocks for the Reseller subject to
availability. If NewCo is unable to obtain an entire NXX for the Reseller, then
NewCo and the Reseller agree to cooperate to seek an alternative solution
utilizing smaller blocks of numbers. Subject to the availability of Access
Numbers from the number administrator, Access Numbers shall be supplied to the
Reseller within twenty-four (24) hours of NewCo's receipt of the order therefor.
NewCo shall process requests for Access Numbers from all resellers including
customers who are owned or controlled by NewCo or an Affiliate of NewCo, in the
sequence in which the orders for additional Access Numbers are placed, provided
that such standards do not discriminate against the Reseller vis-a-vis any of
NewCo's other customers (including without limitation the Other Reseller). If
Access Numbers or NXXs are unavailable, NewCo shall follow generally accepted
industry standards and/or regulatory requirements, if any, in responding to the
shortage of Access Numbers, provided, however, that in no event shall NewCo
discriminate against the Reseller vis-a-vis any of NewCo's other customers
(including without limitation the Other Reseller). If NewCo has assigned an
entire NXX to the Reseller and NewCo is unable to obtain additional numbers for
the use of NewCo, its Authorized Users or other resellers, the Reseller agrees
to return to NewCo numbers in 1,000 blocks, which are not then being utilized by
the Reseller or its Subsidiaries.

         (b)      Neither the Reseller nor any Authorized Users shall have any
proprietary right in the Access Numbers provided to them by NewCo. NewCo
reserves the right to assign, designate or change such Access Numbers when, due
to an order of an appropriate administrative body or as a result of good faith
negotiations by NewCo with the code administrator, such assignment, designation
or change is reasonable or necessary in the conduct of its business. NewCo may
also request the Reseller to change Access Numbers for other business reasons,
subject to paragraph (e) below. NewCo agrees to provide the Reseller with at
least sixty (60) days' prior written notice of any intended change in Access
Numbers, except as otherwise required or as is necessary to


<PAGE>

implement changes mandated by any Governmental Authority. The Reseller shall not
retain the Access Numbers provided by NewCo for use with services provided by
any other wireless carrier unless and until number portability is mandated. The
Reseller shall not be entitled to order additional Access Numbers at any time
that its inventory of inactive Access Numbers in any relevant area exceeds
twenty percent (20%) of the Reseller's then active Access Numbers.

         (c)      Subject to availability, NewCo will use its reasonable efforts
to make Access Numbers requested by the Reseller available by NewCo within
twenty-four (24) hours from receipt by NewCo, in a form reasonably prescribed by
NewCo, of an order therefor. The order shall be in writing or, if given orally,
shall be subsequently confirmed in writing. NewCo will activate Access Numbers
within the same time period that NewCo activates its retail subscribers based on
the activation procedures utilized. NewCo will deactivate the Resellers'
Authorized Users within two (2) hours of a request by the Reseller for such
deactivation. The Reseller agrees that it will not transfer to or otherwise
authorize any Person other than NewCo or the Reseller's Authorized Users, the
right to utilize any number or NXX.

         (d)      Where NewCo or Licensee makes a remote access procedure
available to resellers, the Reseller (i) shall bear all costs reasonably
associated with utilizing such remote access capability and (ii) shall order
Access Numbers, and activate, modify or terminate Wireless Service to Authorized
Users utilizing such procedure. In the event that the remote access system is
temporarily unavailable to the Reseller, NewCo will perform these activities for
the Reseller in a non-discriminatory manner as set forth in paragraph (a) above.

         (e)      NewCo shall use its reasonable efforts to keep Access Number
changes to a minimum. NewCo agrees to implement such changes on a
non-discriminatory basis vis-a-vis NewCo's other customers or retail
subscribers. NewCo or the Licensee shall provide the Reseller written notice of
the intended change. If the Reseller consents to a discretionary number change
(i.e., a number change not mandated by the FCC or other number administrator),
NewCo shall compensate the Reseller for the Reseller's reasonable programming
and other costs incurred by it in making such changes.

11.      RATES AND CHARGES.

         (a)      The price for each type of Wireless Services purchased by the
Reseller shall be determined in accordance with the terms of EXHIBIT A. The
method for calculating rates and charges, whether the initial rates and charges
or subsequent rates and charges set from time to time, for each type of Wireless
Service pursuant to EXHIBIT A may not be modified during the term of this
Agreement without the Reseller's written consent. Each of NewCo and the Reseller
acknowledge that the prices set out on EXHIBIT A have been established taking
into consideration a number of factors including, but not limited to, (i) the
fact that NewCo has been the recipient of the contribution of various Wireless
Licenses and Wireless Systems from the Reseller or its Affiliates, (ii) NewCo
has been accorded the opportunity to be the agent for various Affiliates of the
Reseller in accordance with the terms of the LLC Agreement between Silver and
Brass, (iii) NewCo will benefit from the ability to jointly brand its offerings
with those of the Affiliates of the Reseller in accordance with the terms of the
Agency Agreements established between NewCo and such


<PAGE>

Affiliates and (iv) the commitment of Silver and Brass, contained in, and
constituting a part of the consideration for, the LLC Agreement that, until and
unless certain circumstances occur, the Affiliates of Silver and Brass will
exclusively market the Wireless Services of NewCo under the terms of each of the
Agency Agreement and the Reseller Agreements contemplated by the LLC Agreement.

         (b)      Subject to SECTION 11(C) and notwithstanding any other
provision of this Agreement to the contrary, the prices charged by NewCo to the
Reseller, and the methods applied to calculate rates and charges, shall, subject
to the other terms of this Agreement, be identical to the prices charged and
methods applied in the Other Reseller Agreement. At all times, the terms for any
prices under this Agreement and the Other Reseller Agreement (a "PRICING TERM")
shall be co-terminous. Subject to SECTION 11(C), if at any time during the term
of this Agreement, the prices in effect hereunder for any Wireless Services, or
the methods applied to calculate rates and charges hereunder, differ from the
prices in effect under the Other Reseller Agreement, or the methods applied to
calculate rates and charges thereunder, the Reseller may, by written notice to
NewCo, elect to have the prices and methods then in force under the Other
Reseller Agreement apply under this Agreement. NewCo will promptly notify the
Reseller in writing if the prices or methods applicable under this Agreement
differ from the prices or methods applicable under the Other Reseller Agreement.

         (c)      Notwithstanding the provisions of SECTION 11(B), if one of the
Resellers and the Other Reseller (a "CONTRACTING RESELLER") enters into an
agreement with NewCo as to any price at the expiration of a Pricing Term, and
the other (an "ARBITRATING RESELLER") does not reach agreement with NewCo and
instead engages in an arbitration under SECTION 30(E) of this Agreement or the
corresponding provision of the Other Reseller Agreement, then the pricing set
forth in the agreement between NewCo and the Contracting Reseller shall not be
available to the Arbitrating Reseller, and the pricing determined in such
arbitration shall not be available to the Contracting Reseller.

12.      RELATIONSHIP ESTABLISHED. The Reseller's relationship to NewCo under
this Agreement shall be that of a purchaser of the applicable Wireless Service.
Neither party hereto shall be deemed to be the agent of the other under this
Agreement and neither party shall have authority or power to bind, contract or
negotiate in the name of or to incur any debt or other obligation on behalf of
or create any liability against the other party except in the manner and to the
extent agreed to in writing. Persons retained by a party hereto as employees or
agents shall not be deemed to be employees or agents of the other party because
of the relationship established hereunder.

13.      [RESERVED].

14.      PAYMENT OF CHARGES.

         (a)      The Reseller shall be invoiced for charges for Wireless
Service within fifteen (15) days after the Reseller or the Reseller's designated
billing agent has received the applicable magnetic billing tape substantially
complete and correct in content as referenced in SECTION 6(B). The Reseller is
responsible for payment of all charges for Wireless Service furnished to it or
its


<PAGE>

Authorized Users, including, but not limited to, all calls originated by or
completed to the Reseller's or its Authorized Users' Equipment, as well as any
other charges billed to the Access Numbers issued for the Reseller's use by
NewCo. Bills are payable by the payment due date indicated on the monthly bill,
which shall be no less than thirty (30) days after mailing.

         (b)      A late payment charge will be applied to any account where
payment is not received prior to the date of the next bill. The late payment
charge will be the lesser of one (1%) percent per month and the highest monthly
rate allowed by law applied to the prior balance only, and will be included in
the total amount due on the current bill.

         (c)      In the event the Reseller disputes part of a monthly invoice,
it shall notify NewCo in writing and submit the appropriate documentation
justifying such dispute to NewCo as soon as practicable, but no later than
thirty (30) days after the invoice due date. Notwithstanding the Reseller's
request for reconciliation, the Reseller shall be required to pay such billing
in full. The parties shall use their best efforts to resolve all such billing
disputes, and NewCo shall promptly refund any amount due upon dispute
resolution. Notwithstanding the foregoing, should a recurring calculation error,
including, for example, misapplication of rates, taxes or called timing
conventions, be discovered in the Reseller's billing, the Reseller may request a
reconciliation of such calculation errors for all billing during the twenty-four
(24) month period proceeding the date of such request.

         (d)      The Reseller shall not be liable for charges related to Home
Service for which NewCo has failed to provide data pursuant to this Agreement
within sixty (60) days from the date such Wireless Service was used.

         (e)      Invoices shall show, for each Market, the number of MOUs and
associated charges, the total access charges, and the total amount due. The
above billing information may also be provided on a diskette or by other
electronic means.

         (f)      Except where the Reseller provides to NewCo a valid
Certificate of Resale or such other documentation as would release NewCo from
any liability, levy, or duty, there shall be added to any charges due from the
Reseller an amount equal to any duty, fee, surcharge, levy or tax, including but
not limited to Universal Service Fund assessment ("USF CHARGES"), but only to
the extent such USF Charge is not levied directly on the Reseller, sales, gross
receipts, excise, utility, and use taxes, fees or surcharges, imposed by any
local, federal or state government or governmental agency with respect to the
Reseller, the Wireless Service or transactions contemplated by this Agreement,
excepting taxes on the income of NewCo.

15.      OTHER CARRIER CHARGES.

         (a)      The Reseller is responsible for paying all toll charges
resulting from the origination of calls to points outside of the applicable
Local Service Area (as defined in EXHIBIT A) from which the call originates and
all other charges or calls billed to the Reseller's Access Numbers, including,
without limitation, any charges or calls billed (at the rate charged to NewCo by
the wireless service provider) to the Reseller's Access Numbers resulting from a
provision of Cellular Service or PCS


<PAGE>

Service to Roamers regardless of whether the Reseller's Authorized Users made
such calls. NewCo shall provide the Reseller with roaming charges within sixty
(60) days of receipt. The Reseller will have the right to provide directly or
through a vendor chosen by the Reseller (the "RESELLER IXC"), long distance
services to the Reseller's Authorized Users, provided that the Reseller IXC has
facilities connected, directly or indirectly, to NewCo's switch, and provided
further that if, at the Reseller's request, NewCo provides such long distance
service, the charges therefor shall be determined in accordance with EXHIBIT A.

         (b)      At the request of the Reseller, NewCo will, to the extent it
provides such service directly, provide local directory assistance at its
then-current rates. If NewCo contracts with third parties for local directory
assistance services in any GSA, NewCo shall use its reasonable best efforts to
ensure that the Reseller shall have access to such third party provider under
the same terms and conditions as NewCo.

16.      FRAUD.

         (a)      The Reseller shall be liable for all Roamer Fraud billed to
Access Numbers assigned to the Reseller. NewCo shall credit the Reseller with
credits received by NewCo from other Wireless Service providers for Roamer Fraud
billed to Access Numbers assigned to the Reseller.

         (b)      NewCo shall be liable for all Home Fraud respecting an Access
Number assigned to the Reseller until twenty-four (24) hours after the Reseller
has received notice from its Authorized User, NewCo or any other reliable source
that Home Fraud may have occurred or may be occurring with respect to such
Access Number. At that time the Reseller shall become liable for such Home
Fraud, unless deactivation is requested prior to the expiration of such
twenty-four (24) hour period. In any event the Reseller shall cease to be liable
for any Home Fraud respecting such Access Number thirty (30) minutes after the
Reseller has requested that NewCo deactivate such Access Number.

         (c)      The Reseller shall be liable for all activation fraud for
Access Numbers assigned to the Reseller.

         (d)      NewCo shall employ on the Reseller's behalf fraud detection
efforts that are the same as or better than those NewCo employs for NewCo's
other customers, and shall promptly notify the Reseller of any fraud or
suspected fraud.

         (e)      NewCo shall have no liability to the Reseller for
uncollectible Interexchange Wireless Service incurred with respect to Access
Numbers assigned to the Reseller.

17.      MARKS.

         (a)      Except as described in this SECTION 17(A), this Agreement
confers on the Reseller no right to use any NewCo Marks. The Reseller shall have
the right to use NewCo Marks in connection with the resale of Wireless Services
In Region to Package Subscribers and National Accounts (to the extent such
resale is permitted hereunder) only in accordance with and to the


<PAGE>

extent permitted by Article XIII of the Agency Agreement. Under no circumstances
will the Reseller be entitled to use the NewCo Marks (i) in connection with the
resale of Wireless Services Out of Territory (other than to National Accounts as
to which an election to resell has been made pursuant to Section 9.2 of the
Agency Agreement) or (ii) after the Reseller terminates the Agency Agreement
pursuant to SECTION 19.2 thereof.

         (b)      This Agreement confers on NewCo no rights to use any Reseller
Marks.

         (c)      Each party acknowledges that the other party would suffer
irreparable damage in the event of any material breach of the provisions of this
SECTION 17. Accordingly, in such event, the party would be entitled to obtain
preliminary and final injunctive relief, as well as any other applicable
remedies at law or in equity against the other party's breach or threatened
breach of this SECTION 17.

18.      TERM OF AGREEMENT.

         (a)      This Agreement shall become effective on the date hereof, and
shall continue in effect for a term of fifty (50) years (the "Term"), unless
sooner terminated as herein provided.

         (b)      The Reseller's obligation to pay all outstanding charges
incurred during the Term shall survive the expiration or termination of this
Agreement.

         (c)      In the event of any change in Applicable Law that, in the
written opinion of NewCo's outside regulatory counsel addressed to NewCo and the
Reseller, in form and substance reasonably acceptable to the Reseller, prevents
NewCo from providing any type of Wireless Service, has a material adverse affect
on NewCo's ability to provide any type of Wireless Service, or has a material
adverse affect on the Reseller's authority to purchase any type of Wireless
Service, then either party may, upon sixty (60) days' written notice to the
other, terminate this Agreement in respect of such type of Wireless Service;
provided, that if such change affects less than all the applicable Geographic
Service Areas, such termination right will be limited to affected Geographic
Service Areas.

         (d)      In the event NewCo or an Affiliate of NewCo transfers control
of any License held by NewCo or any such Affiliate to a Person that is not NewCo
or its Affiliate, NewCo shall have no further obligation under this Agreement in
respect of the particular type of Wireless Service in the Geographic Service
Area covered by such License, but NewCo shall not transfer or agree to transfer
any License unless the transferee of the License agrees to be bound by the terms
of this Agreement for the then remaining term of this Agreement. Any purported
transfer of any License or obligation under this Agreement by NewCo or any
Affiliate to a transferee other than in compliance with the preceding sentence
shall be void.

19.      TERMINATION.

         (a)      A party may terminate this Agreement in the event that the
other party, pursuant to or within the meaning of a Bankruptcy Law:


<PAGE>

                  (i)      commences a voluntary case or proceeding,

                  (ii)     consents to the entry of a decree or order for relief
         against it in an involuntary case or proceeding or to the commencement
         of any case or proceeding against it,

                  (iii)    consents to the filing of a petition or to the
         appointment of or taking possession by a Custodian (as defined below)
         of it or for all or any substantial part of its property,

                  (iv)     makes or consents to the making of a general
         assignment for the benefit of its creditors,

                  (v)      for the purposes of any Applicable Law is unable to
         pay or admits in writing that it is not able to pay, its debts as they
         become due, or

                  (vi)     a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against the other party in a
                  involuntary case or proceeding;

                           (B)      appoints a Custodian of the other party or
                  for all or any substantial part of the property of such party
                  or approves as properly filed a petition seeking
                  reorganization, arrangement, adjustment or composition of or
                  in respect of any of the foregoing; or

                           (C)      orders the winding up or liquidation of the
                  other party, or adjudges any of them a bankrupt or insolvent;

         and any such order or decree remains unstayed and in effect for 60
         consecutive days or any such case or proceeding or the appointment of
         any Custodian is not dismissed within 60 days.

         The term "CUSTODIAN" means any custodian, receiver, trustee, assignee,
liquidator, sequestrator or similar official under any Bankruptcy Law.

         (b)      NewCo may terminate this Agreement, in the event that the

Reseller:

                  (i)      fails to pay any material amount due hereunder within
         ten (10) days after NewCo gives the Reseller written notice of such
         failure; or


<PAGE>

                  (ii)     materially breaches any other obligation hereunder,
         provided that, if such breach is reasonably capable of being cured, the
         Reseller fails to cure such breach within sixty (60) days after written
         notice from NewCo describing the nature of such breach in reasonable
         detail.

         (c)      The Reseller may terminate this Agreement, in the event NewCo
materially breaches any obligation hereunder, provided that, if such breach is
reasonably capable of being cured, NewCo fails to cure such breach within sixty
(60) days after written notice from the Reseller describing the nature of such
breach in reasonable detail.

20.      RIGHTS OF CONTROLLED SUBSIDIARIES; ASSIGNMENT.

         (a)      Controlled Subsidiaries of the Reseller will have the right to
purchase and resell all Wireless Services hereunder as either a subreseller or ,
subject to SECTION 20(B), as an assignee of the Reseller, provided in either
case that any such Controlled Subsidiary (i) is identified in the signature
pages hereto or subsequently undertakes in writing to be bound by the terms and
conditions of this Agreement with respect to such purchases, (ii) shall be
primarily responsible for the performance of the Reseller's obligations
hereunder to the extent relating to such purchases, and (iii) such rights shall
terminate and, to the extent necessary, be deemed automatically reassigned to
the Reseller should such subreseller or assignee cease at any time to be a
Controlled Subsidiary of the Reseller. Under all circumstances, the Reseller
shall remain liable for the performance by any Controlled Subsidiary hereunder,
whether as a subreseller or assignee. Except as provided in this SECTION 20(A),
no assignment shall be permitted or effective without the prior written consent
of the other party, which consent shall not be unreasonably withheld or delayed.
MOUs purchased (x) hereunder by the Reseller and any such Controlled
Subsidiaries, and (y) which have been sold by the Reseller or any such
Controlled Subsidiary as NewCo's agent pursuant to the Agency Agreement, shall
be aggregated together in determining whether any MOU commitments and volumes
contained herein or otherwise applicable to the pricing hereunder have been
satisfied.

         (b)      The terms and conditions applicable to resale by any
Controlled Subsidiary that has become an assignee hereof shall be identical at
all times to those set forth herein and may not be modified, amended or waived,
except with the prior written consent of the Reseller.

         (c)      The Reseller acknowledges and agrees that in many cases
Affiliates of NewCo hold the Licenses and own and operate the Wireless Systems
required to provide Wireless Services hereunder and perform the other
obligations of NewCo hereunder. NewCo hereby delegates its obligations hereunder
to such Affiliates, and each such Affiliate shall execute an acknowledgment in
form and substance reasonably satisfactory to the Reseller, setting forth its
assumption of NewCo's obligations hereunder to the extent required to perform
such obligations; provided that NewCo shall remain primarily responsible for the
performance of such obligations and no such delegation or assumption shall
relieve NewCo from any of its obligations hereunder.

21.      WAIVER. No failure on the part of either party hereto to exercise, and
no delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
remedy by any such party preclude any other right, power or


<PAGE>

remedy. No express waiver or assent by any party hereto to any breach of or
default in any term or condition of this Agreement shall constitute a waiver of
or assent to any succeeding breach of or default in the same or any other term
or condition hereof.

22.      ENTIRE AGREEMENT. This Agreement, including the attached Exhibit,
together with the Contribution Agreement and the other Ancillary Agreements (as
defined in the Contribution Agreement), supersede all prior discussions and
agreements between the parties with respect to the subject matter hereof and
contain the sole and entire agreement between the parties with respect to the
matters covered hereby. In the event of any conflict between the provisions of
this Agreement and the provisions contained in any contract, service order or
other document used by NewCo, the provisions of this Agreement shall control.
This Agreement shall not be modified or amended except by an instrument in
writing signed by or on behalf of NewCo (on behalf of itself and its Affiliates)
and the Reseller (on behalf of itself and any Controlled Subsidiaries identified
in the signature pages hereto or that have undertaken to be bound by the terms
and conditions hereof pursuant to SECTION 20(A) AND (B).

23.      HEADINGS. The headings set out in this Agreement are for convenience of
reference only and shall not be deemed a part of this Agreement and shall not
affect the meaning or construction of any of the provisions hereof.

24.      NOTICES. Except as otherwise provided in this Agreement, all notices
required or permitted to be given hereunder shall be in writing and shall be
delivered: (i) personally; (ii) by registered or certified mail, return receipt
requested; (iii) by a nationally recognized overnight courier service (such as
Federal Express) having a record of receipt; or (iv) by facsimile, with a
confirming copy sent contemporaneously by one of the other three methods
described in this sentence. Notices shall be addressed as follows:

         (a)      If to the Reseller:

                           BellSouth Telecommunications, Inc.
                           675 West Peachtree Street
                           Suite 4300
                           Atlanta, Georgia  30375
                           Attention:  General Counsel
                           Facsimile:  (404) 614-5054

         (b)      If to NewCo:

                           Alloy LLC
                           1100 Peachtree Street
                           Suite 1000
                           Atlanta, Georgia 30309
                           Attention:  General Counsel
                           Facsimile:  404-249-4488


<PAGE>

                  with a copy to:

                           SBC Communications Inc.
                           175 E. Houston
                           San Antonio, TX 78205
                           Attention:  Senior Executive Vice President and
                                       General Counsel
                           Facsimile:  (210) 351-2298

                  and

                           BellSouth Corporation
                           1155 Peachtree Street
                           Suite 2000
                           Atlanta, Georgia  30309
                           Attention:  General Counsel
                           Facsimile:  (404) 249-5948

to the other parties hereto in the manner set forth above. All notices shall be
effective on receipt.

25.      SEVERABILITY. Should any part of this Agreement for any reason be
declared invalid by court order or by any regulatory agency, or if the parties
determine in good faith that this Agreement or a provision of this Agreement is
inconsistent with, or contradictory to, an FCC rule, regulation or order or any
other laws, rules, regulations or court orders, this Agreement or that provision
of this Agreement may be terminated. If a provision of the Agreement is so
terminated and the parties can legally, commercially and practicably continue
this Agreement without the terminated provision, the remainder of this Agreement
shall continue in full force and effect, otherwise this Agreement shall
terminate upon the effective date of the termination of the provision.

26.      FORCE MAJEURE. Each party's performance under this Agreement, but
neither NewCo's obligation to provide appropriate credits nor the Reseller's
obligations to make payments hereunder in a timely fashion, shall be excused if
such non-performance is due to circumstances beyond the party's reasonable
control, including labor difficulties, governmental orders, equipment failure,
inability or delay in securing equipment, civil commotion, acts of nature,
weather disturbances or adverse weather conditions.

27.      GOVERNING LAW. This Agreement is made and delivered in and shall be
governed by, construed and enforced in accordance with the laws of the State of
New York (without regard to conflicts of law).

28.      COMPLIANCE WITH LAW. NewCo will, and will cause each of its Affiliates
to, comply with all Applicable Laws and will obtain and maintain, and will cause
each of its Affiliates to obtain and maintain, all Permits necessary to the
ownership of their respective properties or to the conduct of their respective
Wireless Businesses.


<PAGE>

29.      PROPRIETARY INFORMATION; CONFIDENTIALITY.

         (a)      The Reseller may transmit to NewCo and NewCo may receive from
the Reseller, certain Confidential Proprietary Information of Reseller relating
to the Reseller's Wireless Service accounts, marketing techniques, forecasts, or
business. NewCo may transmit to the Reseller, and the Reseller may receive from
NewCo certain Confidential Proprietary Information of NewCo relating to NewCo's
service, facilities, equipment or business. For purposes of this paragraph,
Confidential Proprietary Information shall be defined as any information and
documentation marked or labeled as "Confidential" or "Proprietary" (or similar
legend) and any oral information confirmed in writing within fifteen (15) days
after disclosure as "Confidential" or "Proprietary" (or similar legend) by the
disclosing party, including, without limitation, revenue reports, names and
Authorized User billing and usage information, and shall also include the terms
and conditions of this Agreement. The term "confidential" herein is meant to
include both "confidential information" and "trade secrets" under New York law
and the use of a confidential legend shall not be construed to be determinative
of the status of any information as "confidential information" or a "trade
secret".

         (b)      The receiving party shall maintain the confidentiality of the
disclosing party's Confidential Proprietary Information furnished in oral,
visual, written, and/or other tangible form and shall not disclose such
information to any third party, except as authorized by the disclosing party in
writing. To the extent possible, each party further agrees to keep confidential
the terms of this Agreement.

         (c)      The receiving party agrees to restrict disclosure of the
disclosing party's Confidential Proprietary Information to its employees,
agents, attorneys, and representatives who have a "need to know". The receiving
party agrees that such Information shall be handled with the same degree of care
which the receiving party applies to its own similar confidential information
(but in no event less than reasonable care).

         (d)      The receiving party agrees to take precautions necessary and
appropriate to guard the confidentiality of the disclosing party's Confidential
Proprietary Information including informing its employees, agents, attorneys,
and representatives who handle such Information that it is confidential and not
to be disclosed to any third party, except as authorized by the disclosing party
in writing.

         (e)      The receiving party agrees that the disclosing party's
Confidential Proprietary Information is and shall at all times remain the
property of the disclosing party. No use of such Information is permitted except
as otherwise provided herein and no grant under any of the disclosing party's
intellectual property rights is hereby given or intended including any license
implied or otherwise.

         (f)      The receiving party agrees to use the disclosing party's
Confidential Proprietary Information only for purposes of fulfilling its
obligations under this Agreement.


<PAGE>

         (g)      The parties agree to exclude from the provision of this
Agreement and the obligations of confidentiality: Information which the
receiving party already had in its possession without confidential limitation at
the time of disclosure by the disclosing party; information which is
independently developed by the receiving party without breach of this Agreement;
information known or that becomes known to the general public without breach of
the Agreement by the receiving party; and information that is received
rightfully without confidential limitation by the receiving party from a third
party; and information that is disclosed pursuant to lawful process or
applicable regulatory authority.

         (h)      Upon termination of this Agreement, all Confidential
Proprietary Information transmitted to the receiving party by the disclosing
party in record bearing media or other tangible form, and any copies thereof
made by the receiving party shall be, at the disclosing party's written request,
destroyed or returned to the disclosing party, except that the receiving party
shall be entitled to retain a secure copy of the disclosing party's confidential
Proprietary Information for archival purposes only. The receiving party's
obligations under this Agreement to keep confidential and restrict use of the
disclosing party's Confidential Proprietary Information shall survive such
completion or termination of this Agreement for a period of three (3) years,
provided, however, that such obligation shall continue indefinitely as to any
information constituting a trade secret under applicable law.

30.      DISPUTE RESOLUTION.

         (a)      Any dispute between the parties to this Agreement with respect
to the execution, interpretation, performance or non-performance of any
provision of this Agreement shall be resolved solely as specified in this
SECTION 30.

                  (i)      Upon the written request of any party to such a
         dispute, each of the parties will appoint a designated representative
         who does not devote substantially all of his or her time to performance
         under this Agreement, whose task it will be to meet with the purpose of
         endeavoring to resolve such dispute.

                  (ii)     The designated representatives shall meet as often as
         necessary during a thirty (30) day period (or such other time as the
         parties to such dispute may agree) to gather and furnish to the other
         all information with respect to the matter in issue which is
         appropriate and germane to its resolution.

                  (iii)    Such representatives shall discuss the problem and
         negotiate in good faith in an effort to resolve the dispute without the
         necessity of any formal arbitration proceeding relating thereto.

                  (iv)     The specific format for such discussions will be left
         to the discretion of the designated representatives, but may include
         the preparation of agreed upon statements of fact or written statements
         of position furnished to the other party to such dispute.


<PAGE>

         (b)      If the designated representatives cannot resolve the dispute
within the time period allowed under SECTION 30(A), then the dispute shall be
referred to the Chief Executive Officer of the Reseller and the Other Reseller
(the "CEOS"), for their review and resolution. If the CEOs are unable to resolve
such dispute, then the parties will continue to operate under this Agreement as
in effect prior to such dispute, provided that if the dispute relates to the
adjustment of charges pursuant to Section 10 of EXHIBIT A hereto, the provisions
of SECTION 30(E) shall apply.

         (c)      Prior to filing or referring any matter to a court of law or
equity, the parties agree to provide the other parties at least ten business
days' notice of the intention to so refer a matter, provided that the foregoing
shall not apply to any request for a preliminary injunction or temporary
restraining order.

         (d)      THE PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURT OF THE UNITED STATES
OF AMERICA LOCATED IN THE STATE OF NEW YORK SOLELY IN RESPECT OF THE
INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND OF THE
DOCUMENTS REFERRED TO IN THIS AGREEMENT, AND IN RESPECT OF THE TRANSACTIONS
CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN
ANY ACTION, SUIT OR PROCEEDING FOR THE INTERPRETATION OR ENFORCEMENT HEREOF OR
OF ANY SUCH DOCUMENT, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT
OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT
THE VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS AGREEMENT OR ANY SUCH
DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO
IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH A NEW YORK STATE OR
FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT
JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH
DISPUTE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, MAILING OR
PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE
MANNER PROVIDED IN SECTION 24 OR IN SUCH OTHER MANNER AS MAY BE VALID AND
SUFFICIENT SERVICE THEREOF.

         EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND
THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i)
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS
WAIVER


<PAGE>

VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION
30(D).

         (e)      Any dispute with respect to any adjustment of charges pursuant
to Section 10 of EXHIBIT A hereto that is not resolved pursuant to SECTION 30(A)
or (B) shall be resolved solely by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (the "RULES") and this
SECTION 30(E):

                  (i)      Prior to initiating any arbitration pursuant to this
         SECTION 30(E), the party or parties desiring to initiate such
         proceedings (the "INITIATING PARTIES") shall jointly prepare and
         deliver to the other party or parties to such dispute (the "RESPONDING
         PARTIES") a comprehensive pricing schedule setting forth the Initiating
         Parties' final pre-arbitration proposal with respect to pricing for
         each Wireless Service and feature offered by NewCo and as to which the
         parties' designated representatives or corporate officers failed to
         agree in writing pursuant to SECTION 30(A) or (B), respectively (such
         schedule, the "FIRST PROPOSAL"). Within ten (10) days after receipt of
         the First Proposal, the Responding Parties shall jointly prepare and
         deliver to the Initiating Parties a comprehensive pricing schedule
         setting forth the Responding Parties' final pre-arbitration proposal
         with respect to pricing for each such Wireless Service and feature
         (such schedule, the "SECOND PROPOSAL").

                  (ii)     If the Initiating Parties and Responding Parties fail
         to resolve such dispute by negotiation within a further ten (10) days
         after the delivery of the Second Proposal, then either the Initiating
         Parties or the Responding Parties may deliver a notice of arbitration.

                  (iii)    The party or parties initiating the arbitration shall
         jointly designate one (1) arbitrator, and the respondent or respondents
         shall jointly designate one (1) arbitrator. The two (2) arbitrators so
         designated shall appoint a third arbitrator as provided in the Rules.
         The arbitration shall be held in New York, New York, or such other
         place as the parties to such dispute may agree.

                  (iv)     The arbitrators will allow such discovery as they
         deem appropriate, consistent with the purpose of arbitration in
         accomplishing fair, speedy, and cost-effective resolution of disputes.
         All discovery will be completed, and the arbitration hearing will be
         commenced, within forty-five (45) days after appointment of all of the
         arbitrators, and the arbitration hearing will conclude within thirty
         (30) days after it commences. The arbitrators will make every effort to
         enforce these timing requirements strictly, but may extend the time
         periods upon a showing that exceptional circumstances require extension
         to prevent manifest injustice.

                  (v)      The decision of the arbitrators will be rendered in
         writing and will explain the reasons therefor. All decisions of the
         arbitrators shall require the concurrence of at least two arbitrators.
         The arbitrators shall determine which of the two proposals is, in the
         aggregate, most consistent with the principles set forth in Section 10
         of EXHIBIT A. In their written decision, the arbitrators shall
         designate either the First Proposal or the Second


<PAGE>

         Proposal (without any changes or modifications thereto) as the most
         consistent proposal, and such proposal shall be binding on the parties
         in its entirety, and shall apply, with retroactive effect from the
         relevant Anniversary Adjustment until the next ensuing Anniversary
         Adjustment.

                  (vi)     In their final award, the arbitrators may require
         that the party(ies) to the arbitration which do not prevail (as
         determined by the arbitrators in their sole discretion) shall pay all
         reasonable costs (including, without limitation, reasonable fees of
         counsel and paralegals) incurred in conducting the arbitration and, if
         applicable, enforcing the arbitration award.

31.      PUBLICITY. Each party agrees to submit to the other all press releases
and other publicity matters relating to Wireless Services to be performed by
NewCo under this Agreement, wherein the other party's name or marks or the name
or mark of any Affiliate of either party is mentioned or language from which the
connection of said names or marks therewith may be inferred or implied; and
parties further agree not to publish or use such press releases or other
publicity matters without the other party's prior written approval provided,
however, that the party from whom such approval is requested shall, within three
(3) business days of acknowledged receipt of the request, either grant or deny
such approval, or provide the other party with any requested modifications or
additions to the subject press release or other matter.

32.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original Agreement, but all of
which together shall constitute one and the same instrument.

33.      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their respective successors and
permitted assigns.

34.      PREPARATION OF AGREEMENT. This Agreement shall not be construed more
strongly against either party regardless of who is responsible for its
preparation of drafting.

35.      REFERENCES. Any references herein to any law, rule, regulation, order
or other act of a Governmental Authority, or to any agreement between the
parties hereto or their subsidiaries, shall be deemed to include a reference to
any such law, rule, regulation, order or other act or any such agreement, in
each case as it may be amended or supplemented from time to time.


<PAGE>

         IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed and delivered on its behalf by its duly authorized officers as of the
day and year first above written.

                                       ALLOY LLC
                                       By:    ALLOY MANAGEMENT CORP.,
                                                its Manager


                                       By:      /s/ Mark L. Feidler
                                          -------------------------------
                                       Name:  Mark L. Feidler
                                       Title: Chief Operating Officer



                                       BELLSOUTH TELECOMMUNICATIONS, INC.


                                       By:   /s/ Roderick D. Odom, Jr.
                                          -------------------------------
                                       Name:  Roderick D. Odom, Jr.
                                       Title: President


<PAGE>


                                    EXHIBIT A

                                RATES AND CHARGES

1.       General

         (a)      Wireless Service is offered on a monthly basis (the "Billing
                  Cycle") subject to the minimum service requirements of
                  one-thousand (1,000) Access Numbers.

         (b)      Billing for any Access Number begins on the date such Access
                  Number is activated for service. Billing for fixed monthly
                  charges is monthly in advance of service. No charges will be
                  payable for non-activated Access Numbers.

         (c)      NewCo will not issue credit to the Reseller for Roamer charges
                  or other charges which may appear on any Access Number after
                  it has been deactivated and reassigned by the Reseller to a
                  new Authorized User.

         (d)      Prices include interconnection charges.

2.       Charges for POWS.

         (a)      Rates under this section are for standard voice grade switched
                  Cellular Service, PCS Service and other conventional (as of
                  the date of this agreement) switched Wireless Service (other
                  than Internet Protocol services and the like), whether or not
                  such service is used by the Authorized User to transport data
                  or voice (in keeping with standard industry terminology
                  conventions, hereafter referred to as "Plain Old Wireless
                  Service" or "POWS"). Fixed Monthly Charges are the minimum
                  monthly charges per Access Number activated on NewCo's
                  Wireless System for POWS. Fixed Monthly Charges per month, per
                  Access Number for the first three years of this Agreement
                  shall be as provided in the table below. For purposes of
                  determining the number of active Access Numbers, the total
                  number of active Access Numbers subscribed to by the Reseller
                  and the Other Reseller (and their respective Controlled
                  Subsidiaries) shall be aggregated.

<TABLE>
<CAPTION>
        Number of Active POWS Access              Fixed Monthly Charge per POWS Access
                  Numbers                                        Number
        ----------------------------              ------------------------------------
<S>                                               <C>
               1,000 - 250,000                                  $ 10.00
             250,001- 1,000,000                                 $  7.00
             More than 1,000,000                                $  5.00
</TABLE>


<PAGE>

                  The charges for a fractional part of a month will be a
                  proportionate part of the fixed monthly charges based on the
                  actual number of days the Wireless Services are provided.

         (b)      Usage Charge per Digital POWS MOU for Home Service on Newco's
                  Wireless System for the first three years of this Agreement
                  shall be as provided in the table below, provided that, to the
                  extent a particular billing system cannot segregate digital
                  and analog usage, NewCo will attempt to segregate digital and
                  analog usage by MIN associated with a particular Equipment. If
                  it is technologically impractical to segregate those minutes,
                  NewCo will bill at analogue rates. For purposes of determining
                  the number of POWS MOUs, the total number of POWS MOUs billed
                  to the Reseller and the Other Reseller (and their respective
                  Controlled Subsidiaries) shall be aggregated. Charges for POWS
                  MOUs do not include transport beyond the Local Calling Area
                  whether or not NewCo imposes a separate charge for such
                  service on its retail subscribers ("Long Distance"). The Local
                  Calling Area is the geographic area, surrounding the then
                  location of the Authorized User, within which relevant
                  incumbent local exchange company does not impose a toll charge
                  on its landline customers.

<TABLE>
<CAPTION>
         Number of Active POWS Access Numbers                   Usage Charge Per Digital POWS MOU
         ------------------------------------                   ---------------------------------
<S>                                                             <C>
                    1,000 - 250,000                                            $ .11
                  250,001- 1,000,000                                           $ .10
                  More than 1,000,000                                          $ .09
</TABLE>

         (c)      Usage Charge per Analog POWS MOU for Home Service on Newco's
                  Wireless System for the first three years of this Agreement
                  shall be as provided in the table below. For purposes of
                  determining the number of POWS MOUs, the total number of POWS
                  MOUs billed to the Reseller and the Other Reseller (and their
                  respective Controlled Subsidiaries) shall be aggregated.
                  Charges for POWS MOUs do not include Long Distance.

<TABLE>
<CAPTION>
         Number of Active POWS Access Numbers                   Usage Charge Per Analog POWS MOU
         ------------------------------------                   --------------------------------
<S>                                                             <C>
                     1,000 - 250,000                                            $ .22
                   250,001- 1,000,000                                           $ .20
                   More than 1,000,000                                          $ .18
</TABLE>

         (d)      A surcharge on the Usage Charges shown in tables (b) and (c)
                  above will be imposed if the Reseller's ratio of Peak POWS
                  MOUs to Total POWS MOUs is greater than NewCo's ratio of Peak
                  POWS MOUs to Total POWS MOUs (the "Excess Peak Surcharge").
                  The Excess Peak Surcharge shall be computed as follows:

                  (i)      Peak POWS MOUs are POWS MOUs used during the Peak
                           POWS MOU hours of each calendar month.

                  (ii)     Total POWS MOUs means, with respect to the Reseller,
                           the total number of POWS MOUs used by the Reseller
                           and its Authorized Users during each calendar


<PAGE>

                           month and, with respect to NewCo, means the total
                           number of POWS MOUs used on NewCo's Wireless Systems
                           during each calendar month.

                  (iii)    NewCo shall define the hours of Peak POWS MOUs for
                           each GSA from time to time.

                  (iv)     On a rolling six-month basis, NewCo shall total the
                           number of Peak POWS MOUs and the Total POWS MOUs used
                           by the Reseller ("Reseller's Ratio"), and in the same
                           manner shall determine the ratio for all of NewCo's
                           Peak POWS MOUs to Total POWS MOUs ("NewCo's Ratio").

                  (v)      If Reseller's Ratio is greater than NewCo's Ratio,
                           then NewCo's Ratio shall be subtracted from
                           Reseller's Ratio (the "Ratio Difference").

                  (vi)     The Ratio Difference shall be multiplied times the
                           charges imposed for POWS MOUs during the Billing
                           Cycles beginning during the last month of the
                           applicable rolling six-month period. The result shall
                           be the Excess Peak Surcharge for such month.

3.       Charge For Roaming Service.

         (a)      The charge per POWS MOU for Roaming Service On-Network shall
                  be $.15. For purposes of this Exhibit A, Roaming Service
                  On-Network means Wireless Service provided by NewCo in any GSA
                  outside of the relevant Home Service Area.

         (b)      The charge for Roaming Service Off-Network shall be the amount
                  billed to NewCo by the third party service provider plus $.05
                  per POWS MOU. For purposes of this Exhibit A, Roaming Service
                  Off-Network means wireless service in respect of an Access
                  Number in a geographic area outside of the Home Service Area
                  applicable to such Authorized User's Access Number, other than
                  Roaming Service On-Network.

4.       Prices for Wireless Data and Other New Services

         Newco's wholesale charge to the Reseller for any Wireless Data Services
         or other New Service Offering shall be negotiated at the time of
         Newco's introduction of such service. The initial charge for any such
         service shall be set in accordance with the principles for the
         Adjustment of Prices of Wireless Service in Paragraph 10 below.

5.       Price for Third Party Services Other than Long Distance Service

         Third party provided services, which are billed to NewCo and re-billed
         by NewCo to the Reseller, shall be provided at 110% of the third party
         provider's charge to NewCo.

6.       Charge for Long Distance Service

         (a)      Home Service Long Distance shall be provided at 110% of the
                  third party long distance carrier's charge to NewCo.


<PAGE>

         (b)      Roaming Service On-Network Long Distance shall be provided at
                  110% of the third party long distance carrier's charge to
                  NewCo.

         (c)      Roaming Service Off-Network Long Distance shall be provided at
                  the amount billed to NewCo by the service provider.

         (d)      In the event that NewCo provides facility based long distance
                  service, the initial charge for such service shall be set in
                  accordance with the principles for the Adjustment of Prices of
                  Wireless Service in Paragraph 10 below.

7.       Optional Features.

         The minimum service period for optional features is one month.

<TABLE>
<CAPTION>
                                       FEATURE                                              MONTHLY CHARGE
     -----------------------------------------------------------------------------          --------------
<S>                                                                                         <C>

     Call Waiting - Reseller or Authorized User engaged in a call is
     alerted that another call is waiting and may be received. Usage
     charges are incurred for each answered call. Each answered call is
     timed and billed separately.                                                              $0.50
     -----------------------------------------------------------------------------          --------------

     Call Forwarding - Calls intended for a Mobile Radio Unit may be redirected
     to another telephone number. Usage charges are incurred for the entire
     duration of all forwarded calls. Usage charges also apply to activations
     taking one minute or longer.
                                                                                                $0.50
     -----------------------------------------------------------------------------          --------------
     No Answer Transfer - Calls intended for a Mobile Radio Unit may be
     redirected to another telephone number when the Mobile Radio Unit has been
     rung or remains unanswered for a specified period of time. Usage charges
     are incurred for the entire duration of all transferred calls. Usage
     charges also apply to activations taking one minute or longer.
                                                                                                $0.50
     -----------------------------------------------------------------------------          --------------
     Three-Party Conferencing - A third party may be added to an existing
     call. Usage charges are incurred for each call in the conference. Each
     call is timed and billed separately.                                                       $0.50
     -----------------------------------------------------------------------------          --------------
     Voice Mail                                                                                 $1.50
     -----------------------------------------------------------------------------          --------------
     Hot Line - Originating service can be used only to call one
     pre-determined number, per Access Number arranged.                                         $0.50
     -----------------------------------------------------------------------------          --------------
     Incoming Call - No outgoing calls can be completed, per Access
     Number arranged.                                                                           $0.50
     -----------------------------------------------------------------------------          --------------
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                        <C>
     Outgoing Call Only - No incoming calls will be accepted, per Access Number
     arranged                                                                                   $0.50
     -----------------------------------------------------------------------------          --------------
     Toll Restriction - No outgoing calls which will result in toll message
     and/or long distance charges may be completed, per Access Number arranged.
                                                                                                $0.50
     -----------------------------------------------------------------------------          --------------
</TABLE>

8.       Adjustments for Taxes, Fees, Etc.

         The charges and rates set forth in this Exhibit A do not include any
         amounts resulting from consumption taxes, fees, exactions imposed by or
         for any municipal corporation or other political subdivision or agency
         of government against NewCo or its operations, including but not
         limited by any universal service fund fees, excepting only property
         taxes or taxes imposed on corporations. The amounts resulting from such
         taxes, fees or exactions imposed against NewCo or its operations,
         excepting only general property taxes or taxes imposed against
         corporations, shall be billed to the Reseller pro rata by NewCo as
         appropriate.

9.       [RESERVED]

10.      Adjustment of Access and Usage Charges.

         The charges set forth or described above shall be revised on each
         anniversary of this agreement (the "Anniversary Adjustment"). Six
         months prior to each such anniversary the parties shall begin
         negotiation of new charges. If after four months of negotiation, the
         parties have not reached agreement, Dispute Resolution, as provided in
         Section 30 of the Agreement, shall be instituted. The following
         principles shall govern the negotiation of the charges and rates and,
         if necessary, the decision of any arbitrators pursuant to Section 30(e)
         of the Agreement:

         (a)      The overarching goal is to set rates so that NewCo is paid its
                  Unit Cost of Production (described in (b) below) of producing
                  the products and services purchased by the Reseller plus one
                  half of the Available Margin (described (c) below) for each
                  product or service (the "Rates", as described more fully in
                  (d) below). Nothing herein, is intended to imply that NewCo is
                  obligated to sell, under the terms of this Agreement, any
                  product or service which is not Wireless Service, and costs
                  associated with such products and services shall be excluded
                  from the calculations.

         (b)      The parties acknowledge and agree that, given the length of
                  this agreement, it is impossible to predict with certainty,
                  for the entire term of this agreement, the nature of the
                  products and services that NewCo will offer and the Reseller
                  will purchase hereunder, or the appropriate pricing
                  conventions for such products and services. Accordingly the
                  parties acknowledge and agree that it is not possible to
                  describe with particularity the methodology for computing the
                  cost of producing those goods and services. Therefore, the
                  parties agree that the following general principles shall
                  govern the computation of Unit Cost of Production (described
                  in (b)(i) below):


<PAGE>

                  (i)      Because rates for Access and Usage are to be adjusted
                           annually, the parties agree that in computing Unit
                           Cost of Production, NewCo shall analyze its
                           historical expenses for the twelve (12) month period
                           comprising the fiscal year last ending prior to the
                           starting date of negotiations described in Paragraph
                           10 below (the "Measurement Period").

                  (ii)     All of NewCo's costs and expenses shall be divided
                           between the production of products and services
                           ("Production"), customer operations activities and
                           costs to maintain customers ("Maintenance"), and
                           NewCo's retail sales and marketing with respect to
                           those products and services ("Sales and Marketing").

                  (iii)    Expenses which are directly attributed solely to
                           either Production, or Sales and Marketing shall be so
                           allocated.

                           (1)      Examples of expenses which, as of the date
                                    of this Agreement, are directly attributable
                                    solely to Production include, but are not
                                    limited to:

                                    (a)      Interconnect expense

                                    (b)      Cost of capital for network
                                             infrastructure equipment

                                    (c)      Engineering expenses

                                    (d)      Depreciation of network
                                             infrastructure equipment

                                    (e)      Maintenance of network
                                             infrastructure equipment

                                    (f)      Rent or other expenses of real
                                             estate used solely for network
                                             infrastructure equipment, or which
                                             house employees whose duties relate
                                             solely to network infrastructure

                                    (g)      Cost of billing

                           (2)      Examples of expenses which, as of the date
                                    of this Agreement, are directly attributable
                                    solely to Sales and Marketing include, but
                                    are not limited to:

                                    (a)      Commissions to NewCo's outside
                                             retail sales channels

                                    (b)      Commissions, salaries and benefits
                                             paid to Newco's in-house retail
                                             sales personnel

                                    (c)      Rent or other expenses of real
                                             estate used solely for retail sales

                           (3)      Examples of expenses which, as of the date
                                    of this Agreement, are directly attributable
                                    solely to Maintenance include, but are not
                                    limited to:

                                    (a)      Customer services expenses

                                    (b)      Bad debt expense

                  (iv)     Expenses which cannot be attributed solely to either
                           Production, Sales and Marketing, or Maintenance shall
                           be allocated to each of these categories ratably
                           based on the ratio of each category's expenses to
                           total direct expenses. For example, if Production
                           costs represent 40% of the total allocated costs of
                           all three categories combined, then Production would
                           be allocated 40% of the unallocated


<PAGE>

                           costs. Examples of expenses which, as of the date of
                           this Agreement, shall be allocated ratably among
                           Production, Sales and Marketing, and Maintenance
                           include, but are not limited to:

                           (1)      General and administrative overhead expenses

                           (2)      Financial and Banking expenses.

                           (3)      Legal expenses.

                           (4)      Information technology and billing/call
                                    rating systems.

         (c)      The general principles governing the computation of Available
                  Margin are as follows:

                  (ii)     Total Expense is the sum of Total Sales and Marketing
                           Expense, Total Maintenance Expense plus Total
                           Production Expense for each product or service.

                  (iii)    Unit Total Expense is the Total Expense for each
                           product or service divided by the number of units of
                           such product or service produced by NewCo during the
                           Measurement Period.

                  (iv)     Retail Unit Revenue for each product or service is
                           the total retail revenue realized by NewCo divided by
                           the number of units of such product or service sold
                           at retail by NewCo during the Measurement Period.

                  (v)      The Available Margin is the difference between Retail
                           Unit Revenue and Unit Total Expense for each product
                           or service.

                  (vi)     The sum of Available Margin and Unit Cost of
                           Production is the Preliminary Rate.

         (d)      For products and service, which are customarily priced with a
                  fixed and variable component, the Preliminary Rate shall be
                  divided on a reasonable basis between the fixed and variable
                  components. For example, with respect to the Wireless Service
                  for which rates are set forth in paragraph 2 above, the fixed
                  and variable components are determined as follows:

                  (i)      The fixed network expenses per Access Number are
                           estimated. That amount is the Fixed Monthly Charge
                           for more than 1,000,000 Access Numbers.

                  (ii)     The Preliminary Rate as initially determined is
                           multiplied by the Average Number of POWS MOUs used by
                           an Access Number per month during the Measurement
                           Period to determine Average Revenue Per Access
                           Number.

                  (iii)    The Fixed Monthly Charge is subtracted from Average
                           Revenue Per Access Number to determine Variable
                           Revenue Per Access Number.

                  (iv)     Variable Revenue Per Access Number is divided by
                           Average Number of POWS MOUs to determine the Usage
                           Charge Per Digital POWS MOU for more than 1,000,000
                           Access Numbers.


<PAGE>

                  (v)      The combination of Usage Charge Per Digital POWS MOU
                           and the Fixed Monthly Charge are the Rates.

         (e)      Under no circumstances shall the Rates be less than Newco's
                  twelve month trailing historical costs of a unit of
                  production, plus a reasonable return based on Newco's cost of
                  capital.

11.      Measurement of POWS MOU's.

         The Reseller shall be charged for usage when calls are originated from
         or received on its Authorized Users' Equipment.

         (a)      Chargeable time for completed calls originated by a unit of
                  Equipment begins when a connection is established to NewCo's
                  facilities and ends when the Equipment disconnects. No credit
                  or adjustment shall be given for call interrupted due to
                  service irregularities (i.e. dropped calls).

         (b)      Chargeable time for incomplete calls of a duration of more
                  than thirty (30) seconds originated by a unit of Equipment
                  begins when a connection is established to NewCo facilities
                  and ends when the Equipment disconnects. There shall be no
                  charge for incomplete calls originated by a unit of Equipment,
                  which are of a duration of thirty (30) seconds or less.

         (c)      Chargeable time for calls received by a unit of Equipment
                  begins when the MTSO assigns a channel and ends when the
                  Wireless Equipment disconnects.

         (d)      The minimum usage charge on each call is one (1) minute.
                  Fractions of a minute are rounded up to the next full minute
                  or increment of billing.


<PAGE>
                                   EXHIBIT B

                                 BELLSOUTH MARKS


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
CLIENT              TRADEMARK                            APPLICATION       REGISTRATION
                                                            NUMBER            NUMBER
---------------------------------------------------------------------------------------
<S>        <C>                                           <C>               <C>
BCC        411 EXPRESS                                     74/584,811        2,044,310
BCC        Bell Symbol                                     81/327,677        1,327,677
BCC        Bell Symbol                                        727,723        1,569,327
BCC        BELLSOUTH                                          622,503        1,459,196
BCC        BELLSOUTH                                          719,542        1,565,559
BCC        BELLSOUTH                                       75/598,788        2,307,506
BCC        BELLSOUTH ALL-IN-ONE                             75/660928
BCC        BELLSOUTH CELLULAR                              75/195,478        2,189,845
           CORDLESS
BCC        BELLSOUTH MOBILITY                              74/662,687        2,020,258
BCC        BELLSOUTH MOBILITY                                  056650        1,702,143
BCC        BELLSOUTH MOBILITY                                  058775        1,670,082
BCC        CALL WIZARD                                      75/510658
BCC        CALL WIZARD                                      75/574730
BCC        CELEBRATION                                     74/584,808        2,067,533
BCC        CELLULAR CLEAR AND SIMPLE                       74/662,398        2,011,506
BCC        CELLULAR LINK                                       773479        1,848,727
BCC        CELLULAR TO GO                                   75/761677
BCC        CELLULAR TO GO                                   75/502701
BCC        COSMOS                                          74/513,593        2,027,441
BCC        COSMOS UNIVERSAL CELLULAR                        74/573293        2,178,749
           DESIGN
</TABLE>


<PAGE>


<TABLE>
<S>        <C>                                             <C>               <C>
BCC        Design of Cellular Telephone with               75/243,737        2,132,638
           Eyes, Arms & Leg
BCC        FREE WAY TO CALL, THE                           74/471,957        1,852,079
BCC        GOLD SERIES                                     74/557,951        1,916,216
BCC        GUARDIAN ANGEL PROGRAM                          75/316,918
BCC        MOBILE 2 MOBILE                                 74/597,773        2,044,365
BCC        MOBILE AMERICA                                  75/331,806
BCC        MOBILE AMERICA and design                       75/331,150
BCC        MOBILE MEMO                                      73/817181        1,605,962
BCC        NEVER STAND STILL                               74/514,689        2,000,239
BCC        PROGRAMIT                                       74/678,434        2,058,096
BCC        PROMOTION WORKS                                 74/686,065        2,044,846
BCC        RAPIDREPLY                                       75/270843        2,200,538
BCC        ROAMMATE                                         75/688589
BCC        ROAMMATE                                         75/409403
BCC        STAR *EXPRESS & DESIGN                          74/471,958        1,875,521
BCC        STAR* EXPRESS                                   74/471,965        1,865,946
BCC        STAR*LINES                                      74/655,589        1,965,443
BCC        TALKAMERICA                                     75/061,882        2,073,462
BCC        TALKBANK                                        74/614,654        2,046,394
BCC        THE ONE PHONE FOR HOME AND AWAY FROM HOME        75/493833
BCC        VISION SS7 ONLINE                                75/357101
BCC        WINCENTER                                        75/200558
</TABLE>


                                       2
<PAGE>


<TABLE>
<S>        <C>                                             <C>               <C>
BCC        WINCONNECT                                       75/200560
BCC        WINLOGIC                                         75/930552
BCC        WIRELESS ACCESSORIES                             75/392750        2,317,344
           HOTLINE
BMDCS      BELLSOUTH PREPAID TO GO                          75/374788        2,305,183
BMDCS      DCS 2N1                                          75/302030
BMDCS      DCS 2N1                                          75/776404
BMDCS      DCS 2N1 NUMBER                                   75/495530
BMDCS      DCS and Design                                  75/360,891        2,176,964
BMDCS      DCS and Design                                  75/976,869        2,166,626
BMDCS      DCS MINUTE MANAGER                               75/475825
BMDCS      NONSTOP NICKEL TALK                              75/915061
BMDCS      WE'VE GOT YOU IN OUR SITES                       75/653172        2,306,282
BMDCS      WIRELESS MINUTE MANAGER                          75/875425
BSM        CAR & PHONE DESIGN                                 650,640        1,465,876
BSM        COUNT ON IT                                      75/466131        2,220,620
BSM        LIFE'S CALLING. WHY WAIT?                        75/603603
BSM        MOBILITY ONE                                       489,828        1,348,585
BSM        SPEED CENTER. WHERE FANS CONNECT.                75/822652
BSM        WHY WAIT WARRANTY                               75/376,343        2,184,227
BSMD       ONDACOM                                          75/395577
BSMD       ONDACOM and Design                               75/395580
BSWD       BELLSOUTH                                        75/598788        2,307,506
</TABLE>


                                       3
<PAGE>


<TABLE>
<S>        <C>                                              <C>              <C>
BSWD       BELLSOUTH                                        75/705787
BSWD       BELLSOUTH BEYOND                                 75/582069        2,309,057
           PROTECTION PLAN
BSWD       BELLSOUTH GATEWAY                                75/606994
BSWD       BELLSOUTH INTELLIGENT                            75/585342        2,288,032
           WIRELESS NETWORK
BSWD       BELLSOUTH INTERACTIVE                            75/702644
           DISPATCH
BSWD       BELLSOUTH INTERACTIVE                            75/582068        2,291,241
           PAGING
BSWD       BELLSOUTH POWERTOOL                              75/666458
BSWD       BELLSOUTH PROFESSIONAL                           75/621671
           SERVICES
BSWD       BEYOND PROTECTION                                75/598789        2,304,223
BSWD       COMMUNICATE@LIFESPEED                            75/703523
BSWD       COMPETE@LIFESPEED                                75/703522
BSWD       GO BEYOND PAGING                                 75/541571
BSWD       INTERACT@LIFESPEED                               75/703521
BSWD       RAM INTERACTIVE DISPATCH                         75/356063
BSWD       REACT@LIFESPEED                                  75/703520

BSWD       RESPOND@LIFESPEED                                75/703519

BSWD       THINK@LIFESPEED                                  751703518

BSWD       WORK@LIFESPEED                                   75/703517
</TABLE>



                                       4