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                                                                    EXHIBIT 10.6


                         INTELLECTUAL PROPERTY AGREEMENT

         This Intellectual Property Agreement ("Agreement") is dated this 17th
day of October 2001, by and between Cingular Wireless LLC, a Delaware limited
liability company ("Cingular") and BellSouth Intellectual Property Marketing
Corporation, a Georgia corporation and its subsidiaries and affiliates
("BellSouth").

                                    RECITALS:

         WHEREAS, in connection with the Amended and Restated Contribution and
Formation Agreement dated as of April 4, 2000 (the "Contribution Agreement")
among BellSouth Corporation, SBC Communications, Inc. and Cingular (formerly,
Alloy, LLC), BellSouth and Cingular entered into an Intellectual Property
License Agreement ("License") and a Transition Marks Agreement (the "TM
Agreement"), each dated October 2, 2000;

         WHEREAS, BellSouth has requested an extension for filing patent
applications pursuant to the License until December 31, 2001 for those
applications based on technology invented by BellSouth Leaseco employees and in
BellSouth's or its representative's possession in the form of an invention
disclosure or a draft patent application on or before April 2, 2001; and

         WHEREAS, BellSouth has agreed to provide Cingular with additional
rights as Licensee under the License; and

         WHEREAS, Cingular has requested an extension of the use of the
BellSouth Marks under the TM Agreement until December 31, 2001;

         NOW, THEREFORE, in consideration of the foregoing premises, BellSouth
and Cingular agree as follows:

1.       FILING OF PATENTS. For those patent applications set forth in Schedule
         1 which were received by BellSouth's law firms as of April 2, 2001 (the
         "Law Firm Patents"), BellSouth shall have until December 31, 2001 to
         file the applications as regular patent applications, foreign patent
         applications or provisional applications. For those invention
         disclosures from BellSouth Leaseco employees set forth in Schedule 2
         for inventions developed on or before April 2, 2001 (the "Employee
         Patents", the Law Firm Patents and the Employee Patents are
         collectively referred to herein as the "Patents"), BellSouth shall have
         until December 31, 2001 to file patent applications as regular patent
         applications, foreign patent applications or provisional applications.

2.       OWNERSHIP OF PATENTS. To the extent the Patents are filed on or before
         December 31, 2001, BellSouth shall own full right, title and interest
         to any patents and patent applications resulting therefrom, including
         any and all continuations, divisionals, continuation-in-parts, and
         international patents and patent



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         applications relating thereto. Cingular will have a license to the
         Patents in accordance with the License. To the extent the Patents are
         not filed on or before December 31, 2001, Cingular shall own full
         right, title and interest to any patents and patent applications
         resulting therefrom, including any and all continuations, divisional,
         continuation-in-parts, and international patents relating thereto and
         shall reimburse BellSouth its attorney's fees incurred in preparing and
         prosecuting such Patents to issuance and in assigning them to Cingular.

3.       INNOVATION AWARDS. Cingular will pay all Innovation Awards (defined
         below) relating to the Law Firm Patents. BellSouth will pay all
         innovation awards relating to the Employee Patents. For purposes of
         this Agreement, "Innovation Awards" are awards of $1000 per inventor
         per application filing and $2000 per inventor per application issuance
         payable to employees employed by the BellSouth Leaseco on the on the
         day that the Patent application is filed or the date that the Patent
         issues, as applicable. If BellSouth is able to obtain revenues from the
         Law Firm Patents, from its profits (revenues less any BellSouth
         expenses incurred to obtain the revenues from the patents) BellSouth
         will reimburse Cingular for the Innovation Awards it has actually paid
         to its employees.

4.       REPRESENTATIONS AND WARRANTIES. BellSouth represents that, to the best
         of its knowledge, Schedules 1 and 2 contain all invention disclosures
         and patent applications that are the subject of this agreement.
         However, Schedule 1 may be amended to include additional invention
         disclosures and patent applications that meet the above criteria but
         were not known to BellSouth at the time of this Agreement.

5.       COOPERATION. Cingular will cooperate and encourage the BellSouth
         Leaseco employees to cooperate with BellSouth and Cingular further
         agrees to execute all documents deemed reasonably necessary by
         BellSouth and Cingular to record and perfect BellSouth's rights to the
         patents and patent applications contemplated by this Agreement.

6.       LICENSEE RIGHTS. At BellSouth's sole discretion, Cingular, as Licensee
         (herein "Licensee") shall have the right to assert a claim against, or
         counter-sue, any infringer of any of the Patents in the event that such
         infringer asserts a patent infringement claim against Licensee or sues
         Licensee for patent infringement. Licensee shall pay all costs and
         expenses associated with such lawsuit. BellSouth agrees to join in such
         suit at Licensee's expense and to execute any necessary papers for such
         suit. BellSouth may, at its discretion, participate in, and control any
         such claim or suit, at Licensee's expense, to the extent that the claim
         or suit may involve the validity, ownership, scope or interpretation of
         a Patent. BellSouth may, at its sole discretion, at the request of
         Cingular, license one or more Patents in settlement of any such suit or
         in response to a threat thereof. Any sum recovered in such suit or in
         settlement thereof shall be retained by BellSouth for its own use and
         benefit, and Licensee shall have no rights whatsoever in any such
         recovery or settlement. Neither Licensee nor any affiliate of Licensee
         shall


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         foster or encourage any infringement of the Patents by any third-party.
         If Licensee or any of its affiliates shall engage in such conduct,
         BellSouth shall have the right to deem such conduct a material breach
         of this Agreement, which breach shall be a basis of termination of this
         Agreement. All other terms and conditions of the License shall remain
         in full force and effect according to their terms. Licensee also agrees
         to indemnify and hold BellSouth harmless from and against all claims,
         judgments, costs, expenses, attorneys fees and liabilities of any
         nature whatsoever arising out of or in connection with any claim or
         suit involving the assertion by Cingular or by BellSouth at Cingular's
         request of a Patent.

7.       EXTENSION OF TM AGREEMENT. BellSouth hereby extends the date pursuant
         to which Cingular may use the BellSouth Marks under the TM Agreement
         until December 31, 2001.

         IN WITNESS WHEREOF, the parties hereto acknowledge that this Agreement
shall be deemed effective as of the day and date first above written.

                                        BELLSOUTH  CORPORATION


                                        By:  /s/ Keith O. Cowan
                                           ------------------------------------
                                        Name:  Keith O. Cowan
                                        Title: Chief Planning & Development
                                                  Officer

                                        CINGULAR WIRELESS LLC
                                        BY: CINGULAR WIRELESS CORPORATION


                                        By: /s/ Stephen Carter
                                           -------------------------------------
                                        Name: Stephen Carter
                                        Title: Chief Executive Officer