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                                                                   EXHIBIT 10.11


                   MARKETING REPRESENTATIVE AGREEMENT BETWEEN
                       BELLSOUTH TELECOMMUNICATIONS, INC.
                                       AND
                            BELLSOUTH CELLULAR CORP.

THIS MARKETING REPRESENTATIVE AGREEMENT (hereinafter "Agreement") is entered
into as of the 17th day of July, 1998 (the "Effective Date") by and between
BellSouth Telecommunications, Inc., a Georgia Corporation with its principal
place of business at 675 West Peachtree Street, Atlanta, Georgia 30375
("COMPANY") and BellSouth Cellular Corp., a Georgia corporation with its
principal place of business at 1100 Peachtree Street, Atlanta, Georgia
30309-4599 ("REPRESENTATIVE").

                                   WITNESSETH:

WHEREAS, COMPANY is engaged in the business of marketing and providing
telecommunications services; and,

WHEREAS, COMPANY has agreed to allow qualified third parties to act as COMPANY's
authorized marketing representatives for the sale of certain services; and,

WHEREAS, REPRESENTATIVE desires to become an authorized marketing representative
of COMPANY for the sale of certain services at designated locations in certain
designated territories; and,

WHEREAS, COMPANY wishes to engage REPRESENTATIVE to promote the sale of certain
services in certain designated territories.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereby mutually agree as follows:

                                   ARTICLE I

                          APPOINTMENT OF REPRESENTATIVE

A.       COMPANY hereby appoints REPRESENTATIVE as an authorized sales
         representative to promote, through its direct sales forces, at its
         company-owned stores and through COMPANY approved sub-agents of
         REPRESENTATIVE, the sale of and the solicitation of orders for, such
         COMPANY service offerings as set forth in Appendix A of this Agreement
         "Service(s)."

B.       REPRESENTATIVE hereby accepts such appointment and agrees to exert its
         best efforts to promote, on COMPANY's behalf, the marketing of the
         described Services. REPRESENTATIVE further agrees to service, in the
         manner described in Article III of this Agreement, all customers
         purchasing Services through the REPRESENTATIVE except to the extent
         otherwise provided in this Agreement.


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C.       It is understood between the parties that REPRESENTATIVE may market
         services for companies other than COMPANY, but not services offered by
         other companies in competition with the COMPANY's Services designated
         on Appendix A.II. and sold by REPRESENTATIVE in its designated
         marketing area during the term of this Agreement. REPRESENTATIVE is
         authorized to sell only in the designated marketing areas set forth in
         Appendix A.I. of this Agreement. REPRESENTATIVE's marketing activities
         shall also be subject to the limitations contained in Article III.C.
         herein.

D.       It is also understood between the parties that COMPANY may actively
         continue to market, promote, and obtain contracts for Service in the
         designated marketing areas through COMPANY's own sales force or through
         other means.

E.       COMPANY and REPRESENTATIVE agree that the relationship between them
         arising from this Agreement is that of independent contractors. Except
         for the rights retained by or granted to, and the obligations
         undertaken by, each party pursuant to this Agreement, neither has any
         right or any authority to enter into any contract or undertaking in the
         name of or for the account of the other or to assume or create any
         obligation of any kind, express or implied, on behalf of the other.
         REPRESENTATIVE shall conduct its business at its own initiative,
         responsibility, and expense. All persons furnished by REPRESENTATIVE in
         furtherance of its rights and obligations under this Agreement shall be
         considered solely REPRESENTATIVE's employees.

                                   ARTICLE II

                         TERM OF AGREEMENT AND EXTENSION

Except as set forth in Article VIII, the term of this Agreement (the "Term")
shall commence on the Effective Date and shall continue for one year thereafter.
This Agreement shall be automatically renewed for successive one year terms
unless either party indicates in writing within 90 days of the end of the
then-existing term its intent not to renew this Agreement.

                                  ARTICLE III

                         REPRESENTATIVE RESPONSIBILITIES

                 REPRESENTATIVE agrees to all of the following:

1.                to employ and train a sufficient sales force and staff to
                  provide the promotional and sales obligations, adequate
                  marketing coverage and satisfactory customer service for
                  prospective COMPANY Service customers as well as for
                  REPRESENTATIVE's customers. For purposes


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         of this provision, the parties acknowledge and agree that
         REPRESENTATIVE's existing sales force shall be used for performing the
         obligations of REPRESENTATIVE set forth herein. In addition,
         REPRESENTATIVE may use sub-agents to fulfill some of its obligations
         under this Agreement, but only with the express consent of COMPANY.
2.       to employ its best efforts to sell COMPANY Services;
3.       to provide customer relations and COMPANY Service support functions
         including, where applicable, but not limited to: i) provision to
         customers of available information provided by COMPANY regarding
         technical, functional, and other aspects of COMPANY Service; and ii)
         handling of requests from customers for new or changed Services; and
4.       that its services shall be satisfactory to COMPANY, and that
         REPRESENTATIVE will take action as needed to meet customer Service
         requirements and to ensure that customers' Service is properly
         coordinated to customers' satisfaction; and
5.       that if telemarketing is employed, which shall be done by
         REPRESENTATIVE only with the express knowledge and consent of COMPANY,
         REPRESENTATIVE shall be responsible for compliance with all applicable
         federal, state and local laws, rules and regulations relating to its
         telemarketing activities conducted pursuant to this Agreement, now in
         effect or hereafter enacted including, but not limited to, the
         Telephone Consumer Protection Act of 1991 and Federal Communications
         Commission rules implementing the Act.
6.       All activities of REPRESENTATIVE shall be in compliance with all
         applicable provisions of COMPANY tariffs, and with such sales, service
         and operational standards promulgated by COMPANY as may be in effect
         from time to time and shared with REPRESENTATIVE.
7.       that REPRESENTATIVE agrees to comply with the exclusivity provisions
         contained in this Agreement for the duration of this Agreement.
8.       to project manage the implementation program to deploy Company's
         product and services at retail.
9.       to handle all account management responsibilities.

                                   ARTICLE IV

                        PRICE, TERMS OF SALE, COMMISSIONS

A.       Prices.

         The prices for which COMPANY Services will be offered by REPRESENTATIVE
         to customers shall be those prices periodically provided to
         REPRESENTATIVE by COMPANY on Service price lists and the prices
         authorized by COMPANY's General Subscriber Services Tariff(s) ("GSST")
         in effect from time to time in the applicable geographic areas. COMPANY
         reserves the right at any time to change its Service specifications or
         prices, seek regulatory


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         approval to change the specifications and prices of Services as shown
         in the GSSTs to conform to current characteristics of Service, to alter
         or eliminate Services or any aspect thereof, or to change any Service
         rates.

B.       Orders and Acceptance.

         1.       Order Process. All orders for COMPANY's Services entered by
                  REPRESENTATIVE shall be in conformance with the terms
                  specified by COMPANY. REPRESENTATIVE shall determine
                  availability of Service on the basis of information received
                  from COMPANY. All orders shall be subject to availability,
                  approval, and acceptance by COMPANY. Only orders submitted
                  pursuant to COMPANY's specified terms and conditions will be
                  eligible for payment of commissions.
         2.       Credit Information. At COMPANY's request, REPRESENTATIVE shall
                  endeavor to obtain accurate and appropriate credit information
                  from any prospective customer as specified by COMPANY, which
                  REPRESENTATIVE shall forward to COMPANY with the order.
                  REPRESENTATIVE shall be solely responsible for ensuring that
                  any credit information it provides to COMPANY has been
                  provided to COMPANY with the permission of the customer. All
                  credit must be approved by COMPANY and COMPANY reserves the
                  right to deny credit or service to any customer, to require
                  deposits, or to modify its credit terms as it deems
                  appropriate, in accordance with its internal business
                  practices and any rules and regulations approved by
                  appropriate regulatory bodies. REPRESENTATIVE does not hereby
                  guarantee the credit of any customer, but does warrant that it
                  will use reasonable efforts to obtain accurate credit
                  information from reliable sources. Notwithstanding the above,
                  REPRESENTATIVE shall not be expected to incur any additional
                  costs, other than the time spent obtaining the above-stated
                  credit information on prospective customers of COMPANY.

C.       Compensation.

         Except as otherwise provided in this Agreement, COMPANY shall pay
         REPRESENTATIVE Service sales compensation in accordance with the terms
         and conditions contained in Appendix A.II. of this Agreement.

                                   ARTICLE V

                               QUALITY OF SERVICE

REPRESENTATIVE agrees that at all times it will maintain a level of quality of
service to customers satisfactory to COMPANY in its sole discretion.
REPRESENTATIVE will take and permit to be taken by COMPANY all actions
reasonably requested in order to ensure adequate opportunity for COMPANY review
of REPRESENTATIVE's


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performance including, but not limited to, periodic review and analysis by
COMPANY of the sales process, activities and customer service provided by
REPRESENTATIVE.

                                   ARTICLE VI

                            ADVERTISING AND PROMOTION

A.       COMPANY has the option to supply REPRESENTATIVE from time to time with
         a reasonable number of brochures, price lists, and other material
         necessary for promoting the sale of COMPANY Services. Any portion of
         the foregoing material which remains unused at the time COMPANY makes
         changes in Services or rates pursuant to the provisions of ARTICLE
         IV.A. of this Agreement or upon the termination of this Agreement for
         any reason and by either party, shall be promptly returned to COMPANY
         or disposed of by REPRESENTATIVE. COMPANY may, in its sole discretion,
         enter into advertising and promotional campaigns with REPRESENTATIVE
         under terms and conditions agreed to by the parties. Except as
         otherwise previously agreed to in writing by the parties, under no
         circumstances is COMPANY obligated or required to advertise, market or
         promote for or on behalf of REPRESENTATIVE.

B.       As part of its efforts to market COMPANY Services, REPRESENTATIVE may
         with COMPANY consent, develop and undertake, at its own expense, an
         advertising campaign, including any Service advertising theme as may be
         adopted by COMPANY. All Advertising programs of REPRESENTATIVE
         referring to COMPANY Services must be approved in advance by COMPANY to
         ensure compliance with advertising guidelines, graphic standards and
         product positioning as developed by COMPANY. COMPANY will exert its
         best efforts to review these initiatives within 10 days so as not to
         delay the approval process. Any particular advertising copy that has
         been previously approved by COMPANY may continue to be used by
         REPRESENTATIVE without further approval processes until such time as
         information is superceded by subsequently amended, revised or approved
         advertising copy REPRESENTATIVE must clearly comply with the
         advertising guidelines and graphic standards as developed by COMPANY
         from time to time and shared with REPRESENTATIVE, with respect to any
         reference to COMPANY Names, Trademarks and Services.

                                  ARTICLE VII

                                 COMPANY'S MARKS

A.       Use of Marks. Subject to subsection E below, COMPANY may from time to
         time provide a list of Logos, Services Names and Marks (collectively
         the "Marks") which REPRESENTATIVE is authorized to use under this
         Agreement in conjunction with the sale of COMPANY'S Services and
         products. COMPANY


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         may periodically update the list of Marks REPRESENTATIVE is authorized
         to use under this Agreement. The most currently updated list will
         always supersede any previously issued list. Such list will also be
         supplemented with rules and regulations pertaining to the Marks which
         REPRESENTATIVE agrees to follow. REPRESENTATIVE agrees to use the Marks
         for purposes solely in conjunction with the promotion, advertising and
         sale of COMPANY's Services and products bearing the Marks pursuant to
         the terms hereof. REPRESENTATIVE shall strictly comply with all graphic
         standards for the Marks which may be furnished from time to time and
         shall place appropriate trademark and service mark notices relating to
         the Marks as instructed. All media advertising and printed material in
         which Marks are used shall be submitted to COMPANY for review in
         advance and shall not be distributed or used in any manner without the
         prior written approval of COMPANY. Any use of the Marks which is not
         authorized herein or by an authorized representative of COMPANY shall
         be strictly prohibited. Any use of the Marks which is inconsistent with
         the terms hereof shall be grounds for immediate termination of this
         Agreement. Any failure to select this remedy on any occasion shall not
         constitute a waiver of COMPANY's rights under this paragraph.

B.       Limitation to U.S. Products or Services bearing the Marks are being
         sold through REPRESENTATIVE only in authorized areas in the United
         States where COMPANY provides such Products or Services. These Products
         or Services shall not be distributed by REPRESENTATIVE for sale in any
         other areas or in other countries without the prior written consent of
         COMPANY.

                                  ARTICLE VIII

                                   TERMINATION

This Agreement may be terminated with cause by either party at any time, upon
the giving of thirty (30) days' written notice to the non-terminating party.

                                   ARTICLE IX

                            CONFIDENTIAL INFORMATION

A.       1.       All confidential and proprietary information provided by
                  either party ("Disclosing Party") to the other pursuant to
                  this Agreement (the "information"), other than such
                  information as may be generally available to the public or the
                  industry or as may be expressly intended by the Disclosing
                  Party to be disclosed by the other party is and will be
                  disclosed and received in confidence solely for the parties'
                  use in the conduct of their various business activities
                  hereunder. The parties agree to keep such information secret
                  and confidential and not to disclose it to any other


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                  persons or use it during the term of this Agreement or for two
                  years after its termination except in carrying out its
                  obligations hereunder or in response to obligations imposed by
                  the GSST or an order of a court or regulatory body.
                  Notwithstanding the above, the parties may use customer
                  information obtained during this Agreement to sell their
                  respective products and services, even after the termination
                  of this Agreement. REPRESENTATIVE shall not solicit any
                  customers of COMPANY to change their current services with the
                  COMPANY using any of the information derived as a result of
                  this Agreement.
         2.       Both parties shall take effective precautions, contractual and
                  otherwise, reasonably calculated to prevent unauthorized
                  disclosure or misuse of the information by any of its
                  employees or by any other person having access to such
                  information.
         3.       Within ninety (90) days after the expiration or the
                  termination of this Agreement by either party for any reason,
                  the parties agree promptly to return to each other, or to
                  certify in writing the destruction of the information or any
                  physical or written records containing the information then in
                  its possession, regardless of whether such physical or written
                  records were prepared by either party. If either party is
                  served with process to obtain the information, that party
                  shall immediately notify the other party which shall, in
                  addition to the first party's efforts, if any, have the right
                  to seek to quash such process, or otherwise take such action
                  necessary to protect its proprietary interests in such
                  information.
         4.       The parties hereby acknowledge and agree that in the event of
                  a breach of any of their obligations of confidentiality under
                  this Article, remedies at law may be inadequate and the
                  parties will also be entitled to seek injunctive relief.
         5.       Nothing in this Agreement shall prevent either party from
                  disclosing information required under state or federal
                  securities laws.

B.       Inventions and Patent Rights.

         REPRESENTATIVE shall not be deemed by anything contained in or by
         reason of this Agreement or done pursuant to it to acquire any right,
         title or interest in or to any design, invention, improvement, process
         or system now or hereafter embodied in the Services sold, whether or
         not such design, invention, improvement, process or system is patented
         or patentable under the law of any country.


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                                   ARTICLE X

                                  MISCELLANEOUS

A.       Assignability.

         Neither this Agreement, nor any right or obligation hereunder is
         assignable, in whole or in part, without the prior written consent of
         the other party.

B.       Notices and Other Communications.

         All legal notices, consents, reports and other communications required
         to be delivered by the provisions of this Agreement or otherwise
         necessitated shall be deemed so delivered: (1) when delivered
         personally; or (2) seventy-two (72) hours after being mailed,
         registered or certified mail, return receipt requested, postage
         prepaid, to the most current principal business address of which the
         notifying party has been apprised ("Business Address"); or (3) one
         business day after being delivered to a reputable overnight courier
         service, prepaid, marked for next day delivery, addressed to the
         addressee at the Business Address; or (4) on the first business day
         after receipt, if delivered by facsimile transmission to the FAX number
         (if any) of the receiving party, if receipt is confirmed by the
         addressee either orally or in writing. All reports, financial records
         and other information or notices required or transmitted by the parties
         under this Agreement shall be directed to such persons and places as
         the parties may direct from time-to-time. Any legal process shall be
         directed to the parties' respective registered agents for service of
         process

C.       No Waiver of Rights.

         Failure of either party at any time to require the other party's
         performance of any obligation under this Agreement shall not affect the
         right to require performance of this obligation. Any waiver by either
         party of any breach of any provision hereof shall not be construed as a
         waiver of any continuing or subsequent breach of such provision, a
         waiver or modification of the provision itself, or a waiver or
         modification of any right under this Agreement.

D.       Payments.

         1.       If, at the end of any agreed upon accounting and compensation
                  payment interval period, any amount is due from either party
                  to the other, such amount shall be paid no later than
                  forty-five (45) days after the last day of such agreed upon
                  period.
         2.       COMPANY shall have the absolute right to set-off against any
                  payment due by COMPANY hereunder with any amounts owed to
                  COMPANY by REPRESENTATIVE under this Agreement.


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E.       Governing Law and Regulatory Changes.

         1.       The validity, construction, and enforceability of this
                  Agreement shall be governed and construed in all respects by
                  the laws of the State of Georgia and of the United States.
                  COMPANY reserves the right to amend this Agreement, which in
                  the opinion of COMPANY's legal counsel, is required to conform
                  it to any requirement of such laws.
         2.       The validity, construction, enforceability of any Service
                  contract(s) executed pursuant to this Agreement shall be
                  governed and construed in all respects by the laws and
                  regulations of the state in which such contracts are entered.
         3.       The jurisdictional venue for any legal proceedings involving
                  this Agreement shall be held in any applicable state or
                  federal court located in Fulton County, State of Georgia.

F.       Indemnification.

         1.       The parties agree to indemnify and hold harmless each other,
                  and their directors, officers, employees and agents and each
                  of them from and against any loss, costs, damages, claims,
                  expenses (including attorneys' fees) or liabilities by reason
                  of any injury to or death or disease of any person, damage to
                  or destruction, theft or loss of any property or other damages
                  arising out of, resulting from, or in connection with: (i) the
                  performance or nonperformance of the obligations contemplated
                  by this Agreement which is caused in whole or in substantial
                  part by any act, omission, default, or negligence of either
                  party or its employees or agents and regardless of whether the
                  parties' liability would otherwise be limited to payments
                  under state worker's compensation or similar laws; and (ii)
                  the failure of either party to comply with any of the terms
                  and conditions herein or the failure to conform to laws,
                  statutes, ordinances, or other regulations or requirements or
                  any governmental authority in connection with the performance
                  of the Services provided for in this Agreement, including
                  actions brought by the parties' employees under worker's
                  compensation or similar laws; and (iii) any and all claims,
                  liens and/or suits for labor and materials furnished at either
                  party's request.
         2.       The indemnifying party shall, at its own cost, expense, and
                  risk, defend any claim, suit, action or other legal proceeding
                  (collectively "action") for which it is hereunder obligated to
                  indemnify the other party. The indemnifying party shall
                  promptly pay and satisfy any judgment or decree which may be
                  rendered against the other party in any such action and shall
                  pay reasonable costs and reasonable attorneys' fees which may
                  be incurred by such party in connection therewith in enforcing
                  the indemnification provisions set forth above. Should either
                  party, in the judgment of the other party, ignore or fail to
                  properly handle or defend any such action, the indemnified
                  party may, at its option, assume and undertake, or join in the


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                  handling or defense of any such action, and in that event the
                  indemnifying party will reimburse the indemnified party for
                  reasonable attorneys' fees and other reasonable expenses
                  incurred by it in handling or defending same, including any
                  reasonable amounts paid in settlement thereof or satisfaction
                  of any judgment rendered.

G.       Limitation of Liability.

         Notwithstanding anything contained in Article X.G. the COMPANY's
         liability and indemnity obligations relating to its provision of
         service to its customers are limited by specific provisions of its
         General Subscriber Services Tariff (GSST) in force and effect in the
         geographic areas covered under this Agreement.

H.       Liability Insurance.

         1.       REPRESENTATIVE shall take out, pay for, and at all times
                  during the performance of work hereunder maintain, such public
                  liability, contingent (protective), worker's compensation and
                  such liability insurance as will satisfy the foregoing
                  indemnity requirements of this Agreement and protect
                  REPRESENTATIVE and COMPANY from claims arising out of
                  REPRESENTATIVE'S performance under this Agreement. Such
                  insurance shall include comprehensive general liability,
                  bodily injury and property damage, including automobile and
                  broad form contractual liability covering liability assumed by
                  the REPRESENTATIVE under this Agreement. THE EXISTENCE OF
                  INSURANCE COVERAGE SHALL IN NO WAY ACT AS A LIMITATION OF
                  LIABILITY FOR REPRESENTATIVE'S ACTIONS TAKEN PURSUANT TO THIS
                  AGREEMENT.
         2.       Such insurance shall: (i) be primary insurance written on an
                  occurrence basis to the full limits of liability hereinafter
                  stated, and should COMPANY have other valid insurance,
                  COMPANY's insurance shall be excess insurance only; and (ii)
                  contain an endorsement stating that cancellation or expiration
                  of the policy to which this endorsement is attached shall not
                  become effective until after thirty (30) days advance written
                  notice has been delivered to COMPANY.
         3.       Without limiting the requirements set forth in this Section,
                  REPRESENTATIVE shall maintain insurance with coverage and
                  minimal limits of liability as follows:

                  a.       Worker's compensation and employers' liability
                           providing statutory coverage under the worker's
                           compensation and occupational disease laws of the
                           state where obligations are being performed under
                           this Agreement and employer's liability coverage with
                           limits of at least $1,000,000.
                  b.       Comprehensive general liability affording (i) bodily
                           injury liability (or death) with limits of $1,000,000
                           for each occurrence and where


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                  applicable, $2,500,000 in the aggregate; and (ii) property
                  damage liability with limits of $1,000,000 for each occurrence
                  and $2,500,000 in the aggregate, such coverage to include
                  broad form contractual liability covering liability assumed
                  under this Agreement, and REPRESENTATIVE's contingent
                  (protective) liability with respect to work subcontracted by
                  the REPRESENTATIVE. Such subcontracting shall be permitted
                  only after written authorization by COMPANY.
         4.       In no event shall the provisions of this Section be construed
                  in any way to limit REPRESENTATIVE'S obligations under the
                  preceding paragraphs.
         5.       The insurance coverage required herein shall be through
                  policies issued by companies authorized to do business under
                  the laws of the state where the work is performed. The
                  insurance carrier must be rated by the latest edition of
                  Best's Insurance Guide, published by Alfred M. Best Company,
                  Inc. at no less than a "B+" Best Policyholders Rating and no
                  less than an "X" rating in Best's Financial Size Category.
         6.       All of such insurance, including renewals, shall be subject to
                  the approval of COMPANY for adequacy of protection, and
                  evidence of such coverages shall be furnished to COMPANY
                  indicating such insurance to be in force and effect.
                  Contemplated Certificates of Insurance shall be filed with
                  COMPANY prior to commencement of work hereunder.
         7.       The foregoing insurance requirements may be waived by COMPANY
                  if REPRESENTATIVE (i) has qualified and is certified as
                  self-insured under the laws of the state(s) in which
                  REPRESENTATIVE is authorized to perform under this Agreement
                  and (ii) has a net worth of at least five million
                  ($5,000,000.00) dollars or provides a guarantee of liability
                  suitable to COMPANY issued and executed by a company that has
                  a net worth of at least ten million ($10,000,000.00) dollars.
                  In the event of such waiver by COMPANY, REPRESENTATIVE agrees
                  to provide to COMPANY evidence, satisfactory to COMPANY, of
                  compliance with the terms set forth in (i) and (ii) above.

I.       Prohibited Relationships.

         REPRESENTATIVE warrants that no person or agency has been employed,
         retained, or directed to solicit or secure this Agreement upon an
         agreement or understanding for a commission percentage, brokerage,
         contingent fee, or other remuneration. The exchange of offering of any
         gift item, personal service entertainment or unusual hospitality
         ("gratuities") by either party of this Agreement to the other is
         expressly prohibited. This prohibition is equally applicable to either
         party's officers, employees, agents or immediate family members.
         COMPANY may, by written notice to REPRESENTATIVE, terminate the right
         of REPRESENTATIVE to proceed under this Agreement if it is found by
         COMPANY that gratuities are or have been offered or given by
         REPRESENTATIVE, its employees or agents, to any employee of COMPANY.


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J.       License.

         No licenses, express or implied, under any patents are granted by
         COMPANY to REPRESENTATIVE hereunder nor by REPRESENTATIVE to COMPANY.

K.       Bankruptcy.

         This Agreement shall become null and void and terminate upon the filing
         of bankruptcy, adjudication of bankruptcy or petition for
         reorganization filed by either party.

L.       Successors in Interest.

         This Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their respective and applicable heirs, executors,
         legal and personal representatives, successors and permitted assigns.

M.       Limitation of Actions.

         No action, regardless of its form, arising out of this Agreement, may
         be brought by either party more than 2 years after the cause of action
         has arisen.

N.       Subcontracting/Assignment.

         The parties anticipate that REPRESENTATIVE will fulfill some of its
         sales obligations under this Agreement through sub-agents of
         REPRESENTATIVE. In such cases, the parties agree that they will work
         together to evaluate the performance of any such sub-agents in order to
         ensure that bother parties are satisfied with the quality, ethics and
         other business practices of such sub-agents. Notwithstanding the above,
         COMPANY reserves the right to have REPRESENTATIVE eliminate any
         sub-agent, that is performing in a manner or acting contrary to the
         COMPANY's legitimate business interests, from selling COMPANY's
         Services. REPRESENTATIVE will ensure that its contracts with any
         sub-agents provide that all provisions of such contracts that relate to
         the sale of COMPANY Services shall be subject to termination on ten
         (10) days' notice.

O.       Publicity.

         REPRESENTATIVE agrees to submit for review by COMPANY all press
         releases, and other publicity matters relating to this Agreement or
         mentioning the COMPANY-specific Marks, and REPRESENTATIVE further
         agrees not to publish or use such as, press releases, or publicity
         matters without COMPANY's prior consent.


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P.       Nondiscrimination Compliance/Conflict of Interest.

         REPRESENTATIVE agrees to comply with all the applicable provisions of
         Appendix B, NONDISCRIMINATION COMPLIANCE AGREEMENT and Appendix C,
         CONFLICT OF INTEREST STATEMENT.

Q.       Severability.

         Except as expressly provided to the contrary herein, each term and
         condition of this Agreement, and any portion thereof, shall be
         considered severable and if, for any reason, any such provision hereof
         is held to be invalid, contrary to, or in conflict with any applicable
         present or future law, regulation or public policy in a final,
         unappealable ruling issued by any court, agency or tribunal with
         competent jurisdiction in a proceeding to which COMPANY or
         REPRESENTATIVE is a party, that ruling shall not impair the operation
         of, or have any other effect upon, such other portions of this
         Agreement as may remain otherwise enforceable.

R.       Captions.

         All section titles or captions contained in this Agreement are for
         convenience only and shall not be deemed a part of this Agreement.

S.       Incorporation of Appendices.

         The terms and conditions contained in Appendices A through C, attached
         hereto, are integral parts of this Agreement and are fully incorporated
         herein by this reference.

T.       Survival of Obligations.

         Any respective obligations of the parties hereunder which by their
         nature would continue beyond the termination, cancellation or
         expiration of this Agreement shall survive such termination,
         cancellation or expiration, including but not limited to Article VII,
         Article IX and Article X.G.


                                   ARTICLE XI

                                   AMENDMENTS

The parties may amend this Agreement, upon mutual consent, at any time; however
no amendment to this Agreement shall be effective unless it is reduced to
writing and signed by both parties. If mutual consent cannot be effected, either
party may exercise the option to terminate the Agreement prospectively.
Notwithstanding the foregoing, the COMPANY may unilaterally amend Appendix A at
any time, including but not limited to


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the commission levels, such amendments to be effective immediately upon delivery
to REPRESENTATIVE.

                                  ARTICLE XII

                                ENTIRE AGREEMENT

This Agreement integrates and sets forth the entire understanding and supersedes
prior agreements between the parties relating to the subject matter contained
herein and merges all prior discussions between them, and neither party shall be
bound by any definition, condition, provision, representation, warranty,
covenant or promise other than as expressly stated in this Agreement as in
contemporaneously or subsequently set forth in writing and executed by a duly
authorized officer or representative of the party to be bound thereby.


                                      -14-
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives in one or more counterparts, each of which shall
constitute an original:

<TABLE>
<S>                                          <C>
BellSouth Cellular Corp.                     BellSouth Telecommunications, Inc.

By: /s/ Dan Smith                            By: /s/ Joey Schultz
   ----------------------------------            -------------------------------
      (Authorized Signature)                     (Authorized Signature)

Name:  Dan Smith                             Name:  Joey Schultz
     --------------------------------             ------------------------------
               (Print or type)                             (Print or type)

Title:  Vice President                       Title:  Vice President
      -------------------------------              -----------------------------


Date: 4-16-98                                Date: 7-14-98
-------------------------------------              -----------------------------
                                                             - and -

                                             By: /s/ John Derham
                                                -------------------------------
                                                    (Authorized Signature)

                                             Name:  John Derham
                                                  -----------------------------
                                                         (Print or type)

                                             Title: Executive Vice President

                                             Date:   7-15-98
                                                  ------------------------------
</TABLE>

PRIVATE/PROPRIETARY/LOCK CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY
NOT BE USED OR DISCLOSED TO ANYONE OTHER THAN THE PARTIES TO THIS AGREEMENT
EXCEPT PURSUANT TO A WRITTEN AGREEMENT. MUST BE STORED IN LOCKED FILES WHEN NOT
IN USE.


                                      -15-
<PAGE>

                               APPENDIX A

                              I. SERVICE TERRITORY

A.       Description of Service

         REPRESENTATIVE is authorized under this Agreement to sell the Services
         set forth in Section II below.

B.       Authorized Territories

         1.       REPRESENTATIVE shall be appointed as an authorized sales
                  representative to sell certain designated COMPANY Products and
                  Services to prospective customers in the geographic areas in
                  the states of Alabama, Mississippi, Louisiana, Georgia, South
                  Carolina, North Carolina, Tennessee, Kentucky and Florida in
                  which COMPANY provides its Products and Services.

         2.       Areas in which COMPANY does not provide Products and Services
                  are not included and REPRESENTATIVE is not authorized to sell,
                  or to attempt to sell, COMPANY Products and Services in those
                  areas.

C.       Sales Commissions/Terms and Conditions

         1.       Commissions shall be paid to REPRESENTATIVE for the sales of
                  Products and Services as set forth in Appendix A.II herein.

         2.       Notwithstanding any contrary provision of this Agreement,
                  COMPANY reserves the right to market its Products and Services
                  directly (a) through COMPANY's own sales force, COMPANY's
                  other Affiliated Companies or through other sales
                  representatives, (b) to customers requesting such Service
                  directly from COMPANY, and (c) to any customers wishing to
                  obtain such products and services from COMPANY.

         3.       Only orders which have been submitted through the
                  COMPANY-designated order channel(s) and have been submitted
                  using COMPANY's sales terms and conditions will be considered
                  eligible sales for commissions.

         4.       A sale of services to a customer shall be recognized and
                  accounted for when such services to that customer are
                  established. COMPANY retains sole discretion to determine
                  customer class of service pursuant to its valid tariffs filed
                  and effective from time to time, and the corresponding
                  compensation category and amount due for sale of any services
                  will be applied based on such customer class of service.
                  Should


                                      -i-
<PAGE>

                  REPRESENTATIVE submit any order for an improper class of
                  service, COMPANY may either reject such order outright or
                  correct the order via COMPANY's own processes, and pay
                  REPRESENTATIVE the compensation due for the corrected order.
                  Repeated errors in order entry procedures and accuracy may be
                  grounds for termination of this Agreement.

         5.       Should this Agreement be terminated before the installation of
                  any services sold by REPRESENTATIVE, commissions will be paid
                  if REPRESENTATIVE completes its obligations as set forth in
                  this Agreement.

         6.       COMPANY shall gave the option to recapture, through
                  compensation true-ups or otherwise, commissions previously
                  paid to REPRESENTATIVE on any sales of services which remain
                  installed for less than ninety (90) days. Should any customer
                  have its services disconnected prior to the aforementioned
                  time, COMPANY may recover any or all commissions paid to
                  REPRESENTATIVE for that sale, via the true-up mechanism
                  described above. Generally, the true-up shall take the form of
                  a negative adjustment to the commission payment otherwise due
                  to REPRESENTATIVE for the period during which the true-up
                  adjustment accrued. COMPANY may also elect to make direct
                  demand of REPRESENTATIVE for remittance of the applicable
                  amounts subject to recapture under this section.

         7.       COMPANY will pay commissions, subject to Section 6 above, on a
                  periodic basis determined by the parties, net of true-ups.
                  Upon the termination of this Agreement, the final month's
                  commission payment will be delayed no less than thirty (30)
                  days but no more than sixty (60) days after the last
                  commissionable installation so as to ensure that such payment
                  includes all true-ups associated with the service period.

         8.       REPRESENTATIVE agrees that it will not sell any Service to any
                  person, corporation or entity that is not the end-user of the
                  Service.

         9.       COMPANY shall compensate REPRESENTATIVE in a manner, and at
                  levels, at least equal to those applied to other similarly
                  situated sales representatives of COMPANY. To the extent
                  REPRESENTATIVE, or other sales representatives, performs
                  additional or enhanced services vis-<W066>-vis other sales
                  representatives, then variances in compensation levels may
                  exist. Such decisions shall be at COMPANY's sole business
                  judgment and discretion.


                                      -ii-
<PAGE>
W
                  II. BELLSOUTH TELECOMMUNICATIONS COMMISSION
                     STRUCTURE/LEVELS FOR SMALL BUSINESS AND
                              RESIDENTIAL CUSTOMERS

COMPANY shall pay REPRESENTATIVE compensation as described below, for the sale
of COMPANY services made by REPRESENTATIVE as defined below and in COMPANY price
lists:

<TABLE>
<CAPTION>

                                                     TARIFF           SMALL BUSINESS        RESIDENTIAL
                PRODUCT/SERVICE                     REFERENCES         COMPENSATION         COMPENSATION
                ---------------                     ----------        --------------        ------------
<S>                                                 <C>                <C>                  <C>
Additional Line (1FB)                                  A.3                $50.00                 $25.00
Enhanced Caller ID                                     A.13               $30.00                    NA
Caller ID Deluxe                                       A.13               $20.00                 $15.00
Call Waiting                                           A.13               $10.00                 $ 8.00
Flexible Call Forwarding                               A.13               $15.00                 $ 8.00
Memory Call Service                                    A.13               $25.00                 $10.00
Fax Overflow                                           A.13               $15.00                    NA
Fax On Demand                                          A.13               $40.00                    NA
ISDN                                                   A.42              $100.00                    NA
Business Choice - Opt. 1                               A.13               $80.00                    NA
Business Choice - Opt. 2                               A.13               $50.00                    NA
Complete Choice                                        A.3                  NA                   $35.00
BellSouth.Net                                                             $22.00                 $22.00
</TABLE>


                                     -iii-

<PAGE>
                                   APPENDIX B

                     NONDISCRIMINATION COMPLIANCE AGREEMENT

Contract shall comply with the applicable provisions of the following: Exec.
Order No. 11246, Exec. Order No. 11625. Section 8 of the Small Business Act as
amended, Railroad Revitalization and Regulatory Reform Act of 1976. Exec. Order
No. 11701, Exec. Order No. 11758, Exec. Order No. 12138 Section 503 of the
rehabilitation Act of 1973 as amended by PL93-516, Vietnam Era Veterans'
Readjustment Assistance Act of 1974 and the rules, regulations and relevant
Orders of the Secretary of Labor pertaining to the Executive Orders and Statutes
listed above.

For contracts of or which aggregate to $2,500 or more annually, the following
table describes the clauses which are included in the contract:

1.       Inclusion of the Equal Employment clause in all contracts and orders;
2.       Certification of non-segregated facilities;
3.       Certification that an affirmative action program has been developed and
         is being followed;
4.       Certification that an annual Employers Information Report (EEO-1
         Standard Form 100) is being followed;
5.       Inclusion of the "Utilization of Minority and Women's Business
         Enterprises" clause in all contracts and orders;
6.       Inclusion of the "Minority and Women's Business Subcontraction Program"
         clause in all contracts and orders;
7.       Inclusion of the "Listing of Employment Openings" clause in all
         contracts and orders;
8.       Inclusion of the "Employment of the Handicapped" clause in all
         contracts and orders;

             $2,500 to $10,000; $10,000 to $50,000; $50,000 or more
                         8 1,2,5,6,7,8 1,2,3*,4*,5,6,7,8
              *Applies only for business with 50 or more employees

1.       Equal Employment Opportunity Provisions

In accordance with Exec. Order No. 1246, dated September 24, 1965 and Part 60-1
of Title 41 of the codes of Federal Regulations (Public Contracts and Property
Management, Office of Federal Contract Compliance, Obligations of Contracts and
Subcontractors), as may be amended from time to time, the parties incorporated
herein by this reference the regulations and contract clauses required by those
provisions to be made a part of Government contracts and subcontracts.


                                      -iv-
<PAGE>

2.       Certification of Non-segregated Facilities

The Contractor certifies that it does not and will not maintain any facilities
it provides for its employees in a segregated manner or permit its employees to
perform their services at any location under its control where segregated
facilities are maintained and that it will obtain a similar certification prior
to the award of any nonexempt subcontract.

3.       Certification of Affirmative Action Program

The Contractor affirms that it has developed and is maintaining an affirmative
action plan as required by Part 60-2 of Title 41 of the Code of Federal
Regulations.

4.       Certification of Filing of Employers Information Reports

The Contractor agrees to file annually on or before the card day of March
complete and accurate reports on Standard Form 100 (EEO-1) or such forms as may
be promulgated in its place.

5.       Utilization of Minority and Women's Business Enterprises

         (a)      It is the policy of the Government and us, as a Government
                  contractor, that minority and women's business enterprises
                  shall have the maximum practicable opportunity to participate
                  in the performance of contracts.

         (b)      The Contractor agrees to use his or her best efforts to carry
                  out this policy in the award of his or her subcontracts to the
                  fullest extent consistent with the efficient performance of
                  this contract. As used in this contract, the term "minority or
                  women's business enterprise" means a business with at least 50
                  percent of which is owned by minority or women group members
                  or in case of publicly owned businesses, at least 51 percent
                  of the stock of which is owned by minority or women's group
                  members. For purposes of this definition minority group
                  members are American Blacks, Hispanics, Asians, Pacific
                  Islanders, American Indians and Alaskan Natives. Contractor
                  may rely on written representations by subcontractors
                  regarding their status as minority or women's business
                  enterprises in lieu of an independent investigation.

6.       Minority and Women's Business Enterprises Subcontracting Program

         (a)      The Contractor agrees to establish and conduct a program which
                  will enable minority and women's business enterprises (as
                  defined in paragraph 5 above) to be considered fairly as
                  subcontractors and suppliers under the contract. In this
                  connection, the Contractor shall:

                  (1)      Designate a liaison officer who will administer the
                           Contractor's minority and women's business
                           enterprises program;


                                      -v-
<PAGE>
                  (2)      Provide adequate and timely consideration of the
                           potentialities of known minority and women's business
                           enterprise in all "make-or-buy" decisions;
                  (3)      Assure that known minority and women's business
                           enterprises will have an equitable opportunity to
                           compete for subcontracts, particularly by arranging
                           solicitations, time for the preparation of bids,
                           quantities, specifications, and delivery schedules so
                           as to facilitate the participation of minority and
                           women's business enterprises;
                  (4)      Maintain records showing (I) procedures which have
                           been adopted to comply with the policies set forth in
                           this clause, including the establishment of a source
                           list of minority and women's business enterprises
                           (II) awards to minority and women's business
                           enterprises on the source list, and (III) specific
                           efforts to identify and award contracts to minority
                           and women's business enterprises;
                  (5)      Include the utilization of Minority and Women's
                           Business Enterprises clause in subcontracts which
                           offer substantial minority and women's business
                           enterprises subcontracting opportunities;
                  (6)      Cooperate with the Government's Contracting Officer
                           for us in any studies and surveys of the Contractor's
                           minority and women's business enterprises procedures
                           and practices that the Contracting Officer may from
                           time to time conduct;
                  (7)      Submit periodic reports of subcontracting to known
                           minority and women's business enterprises with
                           respect to the records referred to in subparagraph
                           (4) above, in such form and manner and at such time
                           (not more than quarterly) as the Government's
                           Contracting Officer for us may prescribe.

         (b)               The Contractor further agrees (1) to insert, in any
                           subcontract hereunder which may exceed $5,000,000 (or
                           in the case of WBE $1,000,000 in the case of
                           contracts for the construction of any public facility
                           and which offer substantial subcontracting
                           possibilities) provisions which shall conform
                           substantially to the language of this agreement,
                           including this paragraph; and (2) to notify the
                           Contracting Officer of the names of such
                           subcontractors.

7.       List of Employment Openings for Veterans

In accordance with Exec. Order 11701, dated January 24, 1973, and Part 60-250 of
Title 41 of the Code of Federal Regulations, as it may be amended from time to
time, the parties incorporated herein by this reference and regulations and
contract clauses required by those provisions to be made a part of Government
contracts and subcontracts.

8.       Employment of the Handicapped


                                     -vi-
<PAGE>
In accordance with Exec. Order 11758, dated January 15, 1974, and Part 60-741 of
Title 41 of the Code of Federal Regulations, as may be amended from time to
time, the parties incorporated herein by this reference the regulations and
contract clauses required by those provisions to be made a part of Government
contracts or subcontracts.


                                     -vii-


<PAGE>
                                   APPENDIX C

                         CONFLICT OF INTEREST STATEMENT

         BellSouth does business with thousands of contractors and suppliers. It
is a fundamental policy of BellSouth that such dealings shall be conducted on a
fair and impartial basis, free from improper influences, so that all
participating contractors and suppliers may be considered on the basis of the
quality and cost of their product or service.

         We are also committed to doing business with contractors and suppliers
in an atmosphere that is in keeping with the highest standards of business
ethics. Although we recognize that the exchange of gifts and entertainment is
customary in some businesses, we believe this practice often raises embarrassing
questions about the motives of both the giver and receiver.

         Therefore, this company has for some time followed a policy that its
employees shall not accept from customers, suppliers of property, goods, or
services, or from any other persons, any gifts, benefits, or unusual hospitality
that may in any way tend to influence them, or have the appearance of
influencing them, in the performance of their jobs.

         Employees of BellSouth who are authorized to make purchases or
negotiate contracts are aware of this policy.

         We believe that firm adherence to this policy will help establish
better business relationships between BellSouth and its contractors and
suppliers. We solicit your cooperation in achieving that objective.

PRIVATE/PROPRIETARY/LOCK CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY
NOT BE USED OR DISCLOSED TO ANYONE OTHER THAN THE PARTIES TO THIS AGREEMENT
EXCEPT PURSUANT TO A WRITTEN AGREEMENT. MUST BE STORED IN LOCKED FILES WHEN NOT
IN USE.


                                     -viii-