EXHIBIT 10.28

                    RESELLER AGREEMENT

        THIS AGREEMENT is made this [21] day of October, 1996 by and
between GTE Mobilnet Service Corp.  and the GTE entities set
forth on Schedule 1 attached hereto (herein referred to as "GTE")
and Ameritel, Inc.  (herein referred to as "Reseller").

        WHEREAS, GTE and/or its Affiliates has the ability to
provide access to cellular telephone service within the
Territories as hereinafter defined and has the ability to provide
cellular telephone service through contractual roaming
arrangements with other cellular carriers; and

        WHEREAS, Reseller desires to purchase and then sell cellular
telephone service through the use of GTE's cellular system within
the Territories, subject to the terms and conditions set forth
herein;

        NOW, THEREFORE, in consideration of the mutual agreements
herein contained, the parties agree as follows:

                         ARTICLE I
                         DEFINITIONS

        The following terms when used herein shall have the meanings
set forth below, and wherever from the context it appears
appropriate, each defined term stated in either the singular or
plural shall include the singular and plural:

        1.1.  "Affiliate" shall mean any person, subsidiary
association, co-partnership, corporation or joint stock company
or trust or other entity (hereinafter "person") that directly or
indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with another person.

        1.2.  "CTS" shall mean the cellular telephone service
provided by GTE to Reseller, including both the GTE CTS and
Roaming.

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        1.3.  "Customer" shall mean a Person acquiring CTS from GTE,
Reseller or any other reseller of GTE CTS.

        1.4.  "Default" shall mean and include any of the following
under this Agreement:

                (i) with respect to either party, the material breach,
nonperformance, noncompliance or other default by the party
obligated to perform or comply with any material provision,
condition or covenant in this Agreement;

                (ii) with respect to either party, any assignment for
the benefit of creditors or the filing of a voluntary or
involuntary bankruptcy petition under the United States Code or
any similar state statutes or insolvency laws or if a trustee,
receiver or other administrator is appointed to operate or
administer Reseller's business;

                (iii) with respect to Reseller, the violation, breach
or other conflict of, or with, any FCC rule or regulation in
connection with the resale of the CTS that may or will adversely
affect GTE;

                (iv) with respect to Reseller, the violation, breach or
other conflict of or with any other judicial, regulatory, state,
federal or local law, rule, regulation, decree, order or other
requirement in connection with the resale of the CTS, the
violation of which materially adversely affects the reputation or
operation of GTE or any of its Affiliates;

                (v) with respect to Reseller, any Unauthorized Usage by
Reseller (its agents, Affiliates or representatives) in
connection with the resale of the CTS;

                (vi) with respect to Reseller, any unauthorized
assignment of this Agreement; or

                (vii) with respect to Reseller, Reseller fails to make
any payment due hereunder.

        1.5.  "End User" shall mean the Person who purchases CTS
from Reseller.


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        1.6.  "ESN" shall mean the electronic serial number assigned
to each cellular telephone.

        1.7.  "Facilities" shall include, but not be limited to, the
telecommunications switching equipment, cell site transceiver
equipment and other equipment maintained, expanded, modified or
replaced by GTE or the Roaming Carriers, to render CTS to
Reseller and Customers in the Territories.

        1.8.  "FCC" shall mean the Federal Communications
Commission.

        1.9.  "Unauthorized Usage" with respect to the use of CTS
shall include, but not be limited to, the following:

                (i) accessing, altering or interfering (or attempting
or assisting another to access, alter or interfere) with the
communications equipment and/or information of any Customer by
rearranging, tampering or making any unauthorized connection with
any cellular telephone equipment or Facilities, or using any
scheme, false representation or false credit devices, or by or
through any other fraudulent means or devices whatsoever, whether
within or outside of the Territories (including, without
limitation, the alteration, modification or other change to
cellular telephone equipment which would be viewed by the
Facilities as the provision of CTS to two cellular telephones
through one Number);

                (ii) using the CTS in such a manner so as to interfere
unreasonably with the use of CTS by one or more Customers;

                (iii) using the CTS to convey information deemed to be,
in GTE's sole discretion, obscene, salacious, or prurient, or to
convey information of a nature or in such a manner that renders
such conveyance unlawful or to convey information deemed to be
foul or profane, or to impersonate another person with fraudulent
or malicious intent, or to call another person so frequently or
at such times of day or in such manner as to annoy, abuse,
threaten, or harass such other person, or for any purpose in
violation of the law, or in such manner as to interfere
unreasonably with the use of the CTS by any other Customer.

                (iv) any unauthorized, wrongful or misappropriated use
of CTS on a number assigned to Reseller, whether such Number is
currently active and whether such use is by the Reseller or one
of its End Users.

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        1.10.  "GTE CTS" shall mean the CTS provided by GTE in the
Territories set forth in Schedule 1, excluding Roaming, as that
term is defined in Section 1.15.

        1.11.  "MSA" shall mean the Metropolitan Statistical Area as
defined by the FCC.

        1.12.  "Number" shall mean the ten (10) digit telephone
number ("NPA/NXX") assigned to a telephone unit used to provide
access to the CTS.

        1.13.  "Other Services" shall mean services other than CTS
as set forth in Schedule 2.

        1.14.  "Person" shall mean any individual, corporation,
partnership, firm, joint venture, association, joint stock
company, trust, estate, unincorporated organization, governmental
or regulatory body or other entity.

        1.15.  "Roaming" shall mean the CTS provided to a Customer
in MSAs or RSAs outside of the Territory in which the Customer's
Number is registered, for which GTE or its Affiliates have
executed agreements for the provision of roaming.

        1.16.  "Roaming Carriers" shall mean Persons with whom GTE
or its Affiliates have entered into agreements for the provision
of Roaming to Customers.

        1.17.  "RSA" shall mean the Rural Service Area as defined by
the FCC.

        1.18.  "Territory" or "Territories" shall mean the
geographic area(s) defined in Schedule 1 attached hereto.

                         ARTICLE II
                GENERAL OBLIGATIONS

        2.1.  Purchase and Sale.  GTE agrees to sell, and Reseller
agrees to purchase, CTS within the Territory.  The parties
acknowledge and agree that Reseller will resell the CTS to End
Users in the Territories and in accordance with the terms and
conditions of this Agreement.  Reseller acknowledges and agrees
that Reseller is a non-exclusive purchaser and reseller of CTS in
the Territory.

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        2.2.  Nature of the Relationship.  The parties acknowledge
and agree that nothing in this Agreement shall be construed or
implied to create a relationship of partners, agency, joint
venturers, or employer and employee.  Neither party hereto shall,
in any way, have the authority to bind the other party in any
manner whatsoever.

                         ARTICLE III
                         TERM OF AGREEMENT

        Subject to the parties' respective rights of termination in
this Agreement, the term of this Agreement shall be for a limited
period of one (1) year ( the "Term") commencing on the date this
Agreement is fully executed by both parties.  Reseller hereby
acknowledges and agrees that GTE is in the process of evaluating
and possibly adjusting the terms, conditions, and rates for GTE
CTS.  GTE may change the terms, conditions and rates upon which
GTE CTS is provided with ninety (90) days prior written notice to
Reseller.  Reseller acknowledges and agrees that it has no
expectation or right to renew the express terms of this Agreement
at the end of the Term; provided, however, that GTE, in
accordance with any regulatory or other legal requirements, shall
allow Reseller to continue to resell the CTS based on terms,
conditions and rates negotiated in any new  agreement at the end
of the Term.

                         ARTICLE IV
                REPRESENTATIONS BY RESELLER

        4.1.  Reseller is a corporation duly organized, validly
existing, and in good  standing under the laws of the
jurisdiction of its incorporation.  Reseller is duly qualified
to do business and is in good standing as a foreign corporation
in each jurisdiction where the conduct of its business or the
nature of its assets requires it to be so qualified.

        4.2.  Reseller has read and understands all terms and
conditions set forth in this  Agreement and understands that the
regulated nature of the telecommunications industry  necessitates
strict adherence to said terms and conditions.

        4.3.  Reseller certifies that all the information provided
by Reseller in connection with this Agreement is true and correct
in all material respects.

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                         ARTICLE V
                OBLIGATIONS OF THE RESELLER

        5.1.  Reseller Services.  Subject to the terms and
conditions set forth herein, Reseller agrees to resell the CTS
only in the Territories covered by this Agreement. Reseller
acknowledges and agrees that this is a nonexclusive relationship
and GTE shall have other Resellers, agents, and other
representatives that sell the CTS and GTE shall directly compete
with Reseller.  Reseller shall be solely responsible for all
risks, expenses and liabilities incurred in connection with the
sale of CTS or any other acts required of or taken by Reseller
pursuant to this Agreement.  Further, Reseller shall be obligated
to provide to its End Users all customer service and any other
support services in connection with its provision of CTS.

        5.2.  Unauthorized Usage.  Reseller shall not assist or
participate in any Unauthorized Usage in connection with the sale
of the CTS.  Reseller shall be solely responsible for all risks,
expenses and liabilities incurred through the Unauthorized Usage
of Reseller, its End Users, or any other Person utilizing Numbers
assigned to Reseller. GTE reserves the right to modify this
Agreement to reflect modifications to GTE's reseller practices
and procedures which introduce or implement fraud reduction
activities, but is under no obligation to introduce or implement
any such fraud reduction activities.

        5.3.  Reseller's Conduct of Business.  Reseller shall act in
all respects on its own account and shall be solely responsible
for all aspects of its business including, but not limited to,
any credit verification, deposits, billing, collection,
consolidation, rebilling, customer billing complaints, customer
services, toll calls and bad debts.

        5.4.  Equipment Compatibility.  Reseller is responsible for
insuring that any equipment utilized by itself or its End Users
in connection with the CTS and each End User's use thereof shall
at all times meet industry standards for compatibility, FCC
requirements and any other the technical requirements necessary
to maintain compatibility with the CTS.  Under no circumstances
shall GTE be responsible for or obligated to make any changes to
its equipment, operations or Facilities to accommodate Reseller.

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        5.5.  Reseller Personnel.  Personnel employed or contracted
by Reseller to perform services for Reseller are not employees of
GTE and Reseller assumes full responsibility for their acts.
daily direction and control.  Reseller shall provide adequate
staff to receive, investigate and verify any complaints from its
End Users relating to the use of the CTS, and will report any
trouble with the CTS to GTE only upon reasonable verification
that any difficulties are not caused by elements or conditions
within the control of Reseller.  GTE will reasonably cooperate
with Reseller and Reseller's personnel to resolve problems with
the GTE CTS which are reported to GTE as provided herein.  All
personnel of Reseller shall be at the sole expense of Reseller
and Reseller shall be solely responsible for any and all
employment benefits and withholding issues including, but not
limited to, worker's compensation, disability benefits,
unemployment insurance or withholding income taxes and social
security for said personnel.

        5.6.  Authority and Representations.  Reseller is not
authorized to act as an agent for, or legal representative of
GTE, and does not have authority to assume or create any
obligation on behalf of, in the name of, or that shall be binding
upon GTE.  With respect to this Agreement, Reseller shall not
represent itself as anything other than a reseller of GTE as
provided for herein and all sales by Reseller shall be in its own
name and for its own account.  No provision of this Agreement
shall be construed as vesting in Reseller any control whatsoever
in any Facilities or operations of GTE or its Affiliates or any
other cellular carrier.  Reseller shall not represent itself as a
federal or state certified licensee for operation of CTS in the
Territories.

        5.7.  Standards of Conduct.  Reseller shall be governed in
all dealings with the members of the public by the highest
standards of honesty, integrity and fair dealings.

        5.8.  Service Standards.  Within thirty (30) days of the end
of each calendar quarter, Reseller shall prepare and submit to
GTE a quarterly report containing Reseller's six-month good
faith, non-binding forecast of anticipated new End Users by
market so that GTE can evaluate its capacity requirements and
ability to provide the CTS.  GTE, however, has no liability for
its capacity limitations.  At Reseller's option, Reseller may
also submit a summary of CTS related problems and complaints and
the disposition or status thereof, and any other information that
Reseller believes will assist GTE to enhance its CTS in the 
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Territories.  Information disclosed by Reseller pursuant to this
Section 5.8 shall be Confidential Information as defined in
Section 11.5.

        5.9.  Interference.  The parties understand that on occasion
Reseller or one or more End Users may interfere, permit or cause
interference with the Facilities or the use of a Number assigned
to such End User may be causing interference in such a way as to
impair the quality of CTS provided by GTE to the Customers;
accordingly, upon discovery of any such abuse by an End User or
from a Number by either of the parties hereto, the party having
such knowledge shall promptly notify the other party, and
Reseller shall immediately order the End User to cease from
engaging in such act(s) of interference.  GTE shall have the
right to discontinue CTS as to that End User or the Number
assigned thereto should such acts continue.  Reseller shall
assist GTE in taking all actions necessary to prevent further
interference.

        5.10.  Compliance with Laws.  Reseller represents and
warrants that it shall comply in all material respects with all
local, state and federal laws and any governmental rule,
regulation or ordinance including, but not limited to, all FCC
regulations and rules.  To the extent Reseller fails to comply
with this provision and the FCC licenses or cellular operations
of GTE or any of its Affiliates are placed at any risk or are
adversely affected, Reseller agrees to fully indemnify and
reimburse GTE for any and all damages caused by Reseller's
violation, breach or wrongful action, subject to the limitation
of liability set forth in Section 9.3.  GTE may modify this
Agreement to comply with any FCC opinion, order, directive, rule
or regulation adopted by the FCC related to resale practices.

        5.11.  Records of Reseller.  Reseller shall create and
maintain at its principal office, and preserve for three (3)
years from their preparation, or three (3) years from the
expiration or termination of this Agreement, whichever is later,
full, complete and accurate records of its business conducted
pursuant to this Agreement.

        5.12.  Insurance.  Reseller shall at all times during the
term hereof, at Reseller's sole expense, be insured under a
comprehensive liability insurance policy against claims for
bodily and personal injury, death and property damage caused by
or occurring in conjunction with the operation of Reseller's
business.  Such insurance coverage shall be maintained under one
or more policies of insurance from a recognized insurance company
qualified to do business within the Territories, providing in the

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aggregate a minimum liability protection of One Million Dollars
($1,000,000) per occurrence for bodily and personal injury and
death, and One Million Dollars ($1,000,000) per occurrence for
completed operations.  Further, GTE shall be listed as an
additional insured on such policy.  In addition, Reseller shall
require that Reseller and GTE be named as additional insureds on
the product liability insurance policies maintained by any and
all manufacturers from whom Reseller will obtain product for use
by its End Users, which policies shall provide a minimum
protection of One Million Dollars ($1,000,000) per occurrence for
product liability.  Reseller shall furnish GTE with
certificate(s) of insurance, including certificates evidencing
GTE's status as an additional insured as set forth herein, on or
before execution of this Agreement, and upon reasonable demand
thereafter as GTE deems necessary.

        5.13.  Financial Protections.  In order to protect GTE from
the consequences of Reseller's failure to perform its obligations
under this Agreement, including but not limited to Reseller's
obligation to pay GTE in accordance with Section 5.15 of this
Agreement, Reseller must, as of the date of execution of this
Agreement, provide GTE with either an irrevocable letter of
credit or a performance bond, each as more fully described in
this Section 5.13.  Reseller acknowledges that the provision of
this Section 5.13 are reasonably required by GTE to secure the
performance of Reseller's obligations under this Agreement and to
protect GTE in the event Reseller breaches any such obligation.
The provisions of this Section 5.13 are independent of, and in
addition to, such rights and remedies as GTE may have at law or
in equity or otherwise for any misrepresentation or breach of
this Agreement by Reseller.

                5.13.1.  If Reseller elects to use a letter of credit,
the letter must be from a bank or other financial institution
that is acceptable to GTE and must be in the form attached to
this Agreement as Exhibit A.  incorporated herein by this
reference.  If Reseller elects to use a performance bond, it must
be from a surety that is acceptable to GTE and must be in the
form attached to this Agreement as Exhibit B, incorporated herein
by this reference.

                5.13.2.  GTE's failure to request that Reseller provide
a letter of credit or performance bond as described in this
Section 5.13 shall not operate as a waiver of the requirement
that Reseller provide same, and Reseller shall provide same to
GTE within fifteen (15) days of GTE notifying Reseller in
accordance with Section 11.6 of this Agreement.

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                5.13.3.  The amount of the initial letter of credit or
performance bond will be Fifty Thousand Dollars ($50,000).
Thereafter, GTE shall have the right to request an increase in
the amount of the letter of credit or performance bond from
Reseller for every block of One Hundred (100) Numbers from GTE or
increase in exposure of Ten Thousand Dollars ($10,000) (e.g., 100
Numbers X $100 = $10,000).  For any increase, the amount of the
letter of credit or the performance bond shall equal the product
of One Hundred Dollars ($100.00) and the quantity of Numbers that
Reseller orders from GTE and GTE assigns to Reseller.  The
Reseller must request and order Numbers in sets as set forth in
Section A of Schedule 2, and the number of additional numbers
assigned to Reseller in sets no less than Twenty Five (25)
Numbers.  In lieu of increasing the amount of the letter of
credit or the performance bond, however, GTE may require Reseller
to deposit a security deposit with GTE in the amount of One
Hundred Dollars ($100.00) for each additional Number that GTE
assigns to Reseller.  Reseller must make such deposits within
fifteen (15) days of GTE notifying Reseller in accordance with
Section 11.6 of this Agreement.  Reseller hereby acknowledges and
agrees that GTE shall not be required to maintain any such
security deposit in segregated, separate, or acknowledged
accounts and that GTE shall have a right of set off against such
deposits for any amounts that Reseller owes to GTE and fails to
timely pay.  Upon the expiration or termination of this Agreement
or the relationship between the parties, GTE will have the right
to offset against any such security deposits any amounts owed to
GTE under this Agreement.  GTE shall return any excess amounts to
Reseller within sixty (60) days of such expiration or
termination.  Further, if all amounts owed to GTE by Reseller
have been fully paid and Reseller is not otherwise in default
under this Agreement, upon termination or expiration of this
Agreement GTE will reasonably cooperate with Reseller as
necessary to terminate any outstanding letter of credit or
performance bond.

        5.14.  Customer Service Agreement.  Reseller shall, prior to
the commencement of marketing the CTS, provide its form of End
User contract, if any, to GTE for its review.  GTE's review shall
be limited to ascertaining whether the proprietary and legal
interests of GTE are adequately protected in such contract and to
review the use of any protected GTE Mark.  Reseller shall delete
price information and may delete proprietary information not
relating to GTE's interest from such contract prior to submitting

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it for review.  Reseller agrees that any End User contract will
contain language substantially similar to the following:

                "[End User] shall acquire no proprietary interest
        in numbers assigned by [Reseller] for its use."

                "The liability of [Reseller] and/or any supplier
        of CTS to [Reseller] for actual proven damages for any
        cause whatsoever, including but not limited to, any
        failure of or disruption of CTS provided hereunder,
        regardless of the form of action, whether in contract
        or in tort or otherwise, including negligence, shall be
        limited to an amount equivalent to charges payable by
        [End User] under this contract for services during the
        period of any failure or disruption of CTS.  In no
        event shall [Reseller] and/or any supplier of CTS to
        [Reseller] be liable for lost profits or for any
        special, consequential, or punitive damages."

        5.15.  Payment Obligations.  Reseller is solely responsible
for the payment of all fees, charges and other amounts as set
forth in this Agreement (including, but not limited to, all CTS
access, usage, toll calls, directory listings, custom calling
charges, network service, cellular network usage, Roaming service
charges, 900 calls and directory.  assistance) with respect to
any CTS during the Term hereof, including any charges incurred or
losses sustained due to Unauthorized Usage in accordance with
Sections l.9 and 6.4.  In connection with the rates for CTS,
Reseller has selected the rates set forth on Schedule 2 for the
Term of this Agreement.

        5.16.  Minimum Volume in Each Territory.  Reseller
acknowledges and agrees that it shall be charged the Low Monthly
Volume Fee as set forth in Schedule 2 if Reseller does not meet
and maintain the minimum volumes each month in each Territory as
set forth in such Schedule.

                         ARTICLE VI
                OBLIGATIONS OF GTE

        6.1.  Reseller Services.  Subject to the terms, limitations
and conditions set forth herein, GTE shall provide CTS to
Reseller in the Territories.  If GTE divests its interest in any
of the Territories or loses its FCC license to provide such CTS,
GTE shall provide Reseller notice of such divestiture or loss and
GTE's obligations hereunder shall cease with respect to each
affected Territory.  GTE further agrees to provide to Reseller 
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the Other Services provided for in this Agreement in conjunction
with the CTS.  GTE acknowledges and agrees that this is not an
exclusive Agreement and Reseller may resell cellular telephone
service from other carriers whether within or outside of the
Territories. Nothing in this Agreement shall prevent GTE from
terminating, adjusting, modifying or grandfathering any and all
of its rate plans for GTE CTS; provided, however, that GTE will
permit Reseller to resell such rates for the ninety (90) day
period provided for in Article III.

        6.2.  Access to Numbers: Activations.  Subject to the
provisions of this Agreement and any legal or other limitations,
on obtaining Numbers, GTE will assign Numbers to Reseller for use
with Reseller s sale of CTS hereunder.  The charges and fees
associated with this provision are set forth on Schedule 2 of
this Agreement.  Reseller must purchase an initial block of fifty
(50) numbers from GTE (the "Initial Block").  Subsequent to the
Initial Block, Reseller may order successive blocks of Numbers in
a minimum amount of twenty five (25) Numbers per block and a
maximum amount of One Hundred (100) Numbers in the aggregate by
market for each order; provided, however, that Reseller may only
order new blocks of Numbers if Reseller has already assigned or
used a sufficient amount of its existing Numbers as reasonably
determined by GTE.  Each and every order for Numbers must be
provided by written notice to GTE, and GTE will fulfill such
order in a reasonably expedient manner consistent with its
current practices; provided, however, that GTE's obligation to
provide Numbers is subject to the availability of Numbers and the
capacity of the Facilities and GTE has no obligation to construct
additional Facilities or otherwise provide additional capacity.
Based on these limitations, GTE shall honor orders from all
Resellers in the order in which orders for additional Numbers are
received.  Reseller acknowledges and agrees that each Number
represents a unit of access to the Facilities in a designated
Territory and that neither Reseller nor any End User shall
acquire any proprietary interest in any specific Number assigned
for their use.  Thus, the parties understand and agree that
Reseller does not own the Numbers and that GTE reserves the
right, upon reasonable notice to Reseller, to assign, designate,
or change such Number in its reasonable discretion, or as
required by the applicable numbering authority or other
authority, agency, or entity with jurisdiction over such
Numbering assignments.  GTE will, within two (2) weeks of
execution of this Agreement, notify Reseller regarding the
activation procedures for each of the Territories set forth in
Schedule l hereto, and will, within one (l) week after Reseller's
notice that it desires to enter any additional Territory(ies),
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provide Reseller with the activation procedure(s) for such
Territory(ies).

        6.3.  Roaming Service.  Reseller hereby acknowledges and
agrees that GTE is not responsible for the billing practices,
service charges or ultimate availability of Roaming from Roaming
Carriers and GTE is not obligated to provide CTS in areas where
GTE does not have CTS, has not entered into a roaming agreement,
or loses its roaming agreement.  GTE agrees, however, to make
Roaming available to Reseller in any MSAs or RSAs in which GTE
has a roaming agreement on the terms and conditions contained in
such agreement.  On receipt of Reseller's initial order for
Numbers pursuant to Section 6.2, GTE shall provide Reseller with
a schedule of those Roaming Carriers with which it has entered
into roaming agreements within the markets in which Reseller has
ordered Numbers, including the fees charged to GTE for such
Roaming Services thereunder.  Reseller will be obligated to pay
GTE the amounts charged to and paid by GTE to the Roaming
Carriers for Roaming charges incurred by Reseller, its End User
or any other Persons, including charges for Unauthorized Usage,
in that Territory for the use of Roaming.

        6.4.  Fraud Detection.  Theft or Loss.  GTE uses techniques
to detect Unauthorized Usage that may be occurring with a Number,
which techniques may include checking for call overlap, unusual
toll access, excessive call frequency as well as other deviations
from the normal usage of the End User assigned to the Number.
Although this procedure is effective in detecting certain kinds
of Unauthorized Usage, it is not foolproof.  Screening and
educating End Users prior to the initiation of CTS and reviewing
their usage are also important.  To the extent permitted by its
Facilities, GTE shall use its standard procedure to attempt to
detect Unauthorized Usage in connection with the Numbers;
provided, however, that GTE shall not be responsible for
screening or educating End Users prior to the initiation of CTS,
for reviewing their usage, or for otherwise undertaking efforts
to detect Unauthorized Usage.  If through the use of its
aforementioned standard review procedures, GTE detects any
possible Unauthorized Usage in connection with a Number, GTE
shall notify Reseller within six (6) business hours of such
detection.  Reseller shall be solely responsible for notifying
its End User of the reason for such disconnection and for
obtaining a new Number for said End User, if appropriate.
Further, Reseller shall be solely liable and shall defend,
indemnify and hold harmless GTE from any and all claims, losses,
actions or other expenses (including reasonable attorneys' fees)
caused by or resulting from GTE's disconnection of any Number.
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Reseller acknowledges and agrees that, notwithstanding GTE's
agreement to attempt to detect Unauthorized Usage and to
disconnect any Numbers suspected of Unauthorized Usage, Reseller
is responsible (in accordance with Section 5.15 of this
Agreement) for all fees, charges, and other amounts with respect
to the CTS provided during the Term of this Agreement.

                6.4.1.  If Reseller detects Unauthorized Usage in
connection with a Number, or is informed that the cellular
telephone to which a Number is assigned has been lost or stolen,
then Reseller shall notify GTE in writing, sent to GTE by
facsimile transmission to the facsimile number provided by GTE
for such purposes, followed by overnight courier to the address
set forth in Section 11.6 of this Agreement, and within six (6)
business hours thereafter, GTE shall disconnect the CTS for such
Number.  Reseller's liability for all fees, charges and other
amounts chargeable to such Number shall terminate six (6)
business hours after Reseller's notice to GTE, as evidenced by
the time stamped upon the facsimile copy, or when GTE disconnects
the Number, whichever occurs first.  Reseller shall be
responsible for notifying the affected End User and, if
appropriate, arranging for a new Number.  If an End User's
cellular telephone is lost, stolen, or otherwise absent from the
End User's possession, Reseller shall, nevertheless, be
responsible (in accordance with Section 5.15 of this Agreement)
for all fees, charges, and other amounts with respect to the CTS
provided to the Number assigned to such cellular telephone.

                6.4.2.  Reseller acknowledges and agrees that GTE shall
provide no services relating to Unauthorized Usage on weekends or
holidays and all notice periods referred to in this Section 6.4
shall not include weekends or holidays.

        6.5.  Single Point of Contact.  With respect to the notices
and actions detailed in Section 6.4, GTE and Reseller shall
provide in writing respective single points of contact (the
"Contact(s)"), and the facsimile numbers therefor, to expedite
these functions.  Such Contacts may be changed at any time with
prior written notice to the other party.

        6.6.  Coverage Areas.  GTE shall provide Reseller, at
Reseller's request, with information on the boundaries of
coverage for each Territory.


<PAGE>
<PAGE>
        6.7.  Other Services/Call Restriction Services.  In
accordance with the terms and conditions set forth herein and the
prices set forth in Schedule 2, GTE shall make available to
Reseller for the use of Reseller's End Users, the Other Services
set forth in Schedule 2 to the extent available in each of the
Territories.  GTE shall assign call restriction services to a
particular Number at the request of Reseller for the rates set
forth on Schedule 2.

        6.8.  Disconnect.  Reseller has the right to request GTE to
disconnect any Number assigned to an End User.  Upon the request
by Reseller to disconnect a Number, GTE shall, as soon as
practicable, but not later than six (6) business hours after
GTE's receipt of the disconnect notice, disconnect such Number.
Reseller's liability for all fees, charges and other amounts
chargeable to such Number shall terminate six (6) business hours
after Reseller's notice to GTE, as evidenced by the time stamped
upon the facsimile copy, or when GTE disconnects the Number,
whichever occurs first.

        6.9.  GTE Proprietary and Patented Equipment.  The CTS and
Other Services provided by GTE pursuant to this Agreement shall
in no event be deemed to include equipment which is proprietary
to, or patented by, GTE or any of its Affiliates, including
without limitation, equipment which is marketed in connection
with the "TeleGo" program.

                ARTICLE VII
        CTS RATES, CHARGES, FEES AND OTHER AMOUNTS

        7.1.  Schedule of CTS Rates, Charges, Fees and Other
Amounts.  In consideration for the CTS and Other Services to be
provided hereunder and subject to GTE's right to modify or change
its CTS rates, Reseller shall be obligated to pay GTE the rates
for CTS and the charges and fees for Other Services set forth in
Schedule 2 of this Agreement.

        7.2.  Calculation for GTE CTS.  Subject to GTE's right to
amend, modify, change or otherwise update the method(s) by which
it calculates usage and charges for GTE CTS by providing thirty
(30) days notice to Reseller, GTE shall charge Reseller for the
GTE CTS in accordance with the following practices.  When
Reseller or its End User initiates a call, the charges for GTE
CTS shall commence upon the channel seizure and end upon 
<PAGE>
<PAGE>
disconnection by the End User or Reseller; when the Reseller or
its End User is receiving a call, the charges commence at the
time the cellular switch seeks the Reseller or End User and ends
upon disconnection of the call by the Reseller or End User.  The
charges for cellular service are based on per minute usage and
any usage is rounded up to the next minute when fractional
minutes are used by the Reseller or End User.  The per minute
rate charged in each Territory is set forth in Schedule 2 hereof.
Sections 5.15 and 6.3 of this Agreement govern the charges for
Roaming.

        7.3.  Tariffs, Taxes or Other Governmental Charges.
Except for taxes for which Reseller has provided GTE a reseller
exemption certificate in a form acceptable to the appropriate
taxing authority, GTE may add to any charges, fees or rates
hereunder an amount equal to any duty, levy, tax or withholding,
including but not limited to, sales, property, ad valorem and use
taxes, or any tax in lieu therefore or in addition thereto,
imposed by any local, state or federal government or governmental
agency with respect to the sale of the CTS under this Agreement.
Such items may include, but are not limited to, items flowed
through to other GTE Customers in the ordinary course of business
(e.g., 911 surcharges).

        7.4.  Billing Services.  GTE shall provide Reseller with a
magnetic billing tape (the "Billing Tape") of Reseller's CTS
usage in a format used by GTE.  In the event that GTE changes its
billing tape format, GTE shall provide Reseller thirty (30) days'
advance written notice thereof and shall provide a test tape
thereof.  Within thirty (30) days of the end of each billing
cycle (a normal billing cycle is estimated to be thirty (30)
days) GTE will provide Reseller with the Billing Tape and a
summary invoice (the "Invoice") of charges, fees, deposits or
other amounts owed to GTE hereunder.  GTE shall not be liable for
any inaccuracies in the Roaming charges to Reseller or other
inaccuracies over which GTE has no control.  GTE shall reasonably
cooperate, at Reseller's expense, with Reseller's legitimate
efforts to correct any such inaccuracies which may occur in
Reseller's Roaming charges.  Reseller expressly acknowledges that
some charges incurred in a billing cycle may not appear on the
Billing Tape or Invoice for such billing cycle and that such
charges will appear on subsequent Billing Tapes or Invoices.
Reseller is responsible for payment of any and all charges that
are delayed or appear on subsequent Billing Tapes or Invoices.
If any Invoice or Billing Tape is not received by Reseller within

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<PAGE>
five (5) days after the customary transmittal date established by
previous transmittal dates, Reseller shall notify GTE immediately
by facsimile or similar means of written communication.  Payment
for any amounts due contained in an Invoice and/or Billing Tape
or otherwise owed to GTE hereunder shall be due in United States
Dollars within thirty (30) days after the later of the date of
transmittal of such Invoice or the date of transmittal of such
Billing Tape.  Reseller shall notify GTE of any defects in the
Billing Tape within fifteen (15) days of receipt.  GTE shall use
reasonable efforts to correct and/or replace, at GTE's cost, any
Billing Tape(s) containing an identified defect as soon as
practicable after notification thereof; provided, however, that
if the Billing Tape is unreadable the amounts under such Billing
Tape and/or the corresponding Invoice shall not be due until
thirty (30) days after GTE provides a new Billing Tape.  Any
amount due GTE by Reseller which is not paid in full by the due
date thereof shall be subject to a late payment charge equal to
the maximum interest rate permitted by applicable law from the
due date thereof until paid.  Any amounts required to be paid
hereunder will be deemed paid when received, subject to
collection, at the location designated by GTE on the invoice
being paid.  Nothing herein shall affect GTE's right to amend,
modify, change or otherwise update its billing cycle or billing
systems with ninety (90) days prior written notice to Reseller.

        7.5.  Tariffs.  Nothing herein shall require GTE to violate
or prevent GTE's compliance with any tariff or other rate
increase required by a government or regulatory agency or
commission or judicial decree, in which case Reseller's rates for
CTS rates may be subject to change in accordance with any such
tariff or regulation.  In the event that any of the CTS provided
hereunder or the rates or other charges made therefor are
currently subject, or at any time become subject, to any federal,
state or local regulation, then the terms and conditions of this
Agreement, including the charges set forth in Schedule 2, shall
be deemed amended to conform to any conflicting terms and
conditions in effect under such regulation.  All non-conflicting
terms and conditions of this Agreement shall remain valid and
effective.  Nothing in this Agreement shall be deemed (i) to
require or preclude the use of tariff equivalent or tariff
related charges or (ii) to provide or imply that such charges are
or are not appropriate in the provision of CTS provided
hereunder.

<PAGE>
<PAGE>
                         ARTICLE VIII
                TRADE NAME AND TRADEMARK

        8.1.  GTE Marks.  Reseller recognizes the right, title and
interest of GTE and its Affiliates in and to all service marks,
trademarks and trade names owned or licensed by GTE or its
Affiliates ("Marks") and agrees not to engage in any activities
or to commit any acts, directly or indirectly, which may contest,
dispute or otherwise impair such right, title and interest of GTE
or its Affiliates therein.  Reseller agrees not to engage in any
publicity, including any press release(s), regarding this
Agreement, the terms and conditions hereof, or Reseller's resale
of CTS from GTE in any of the Territories, without GTE's prior
written approval.  Reseller shall neither acquire, nor claim any
right, title or interest in or to the said Marks through
advertising and sale of the CTS or otherwise. Reseller
acknowledges and agrees that it has no right, title or interest
in any of the Marks. RESELLER IS PROHIBITED FROM THE USE OF ANY
GTE MARKS IN ANY MANNER WITHOUT THE EXPRESS WRITTEN CONSENT OF
GTE.  Upon termination or expiration of this Agreement or this
relationship, Reseller shall have no right to continue any use of
a Mark, if consent had been previously granted.  Reseller agrees
to indemnify and hold harmless GTE from any and all claims,
losses, damages or other expenses (including reasonable attorneys
fees) which arise or result from Reseller's use of a Mark;
provided, however, that this indemnification provision shall not
apply to any claims, losses, damages or expenses caused by or
resulting from allegations that the Marks violate the trademark
or other intellectual property rights of any third party(ies).

                         ARTICLE IX
                WARRANTY AND LIMITATION OF LIABILITY

        9.1.  No Warranty.  GTE AND ITS AFFILIATES MAKE NO
WARRANTIES, EITHER EXPRESSED OR IMPLIED, CONCERNING THE
FACILITIES OR THE CTS, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
IT IS INTENDED BY THE PARTIES THAT THIS SECTION SHALL APPLY TO
RESELLER OR ANY OF RESELLER'S END USERS.  Reseller expressly
acknowledges that GTE shall have no liability except as provided
in Section 11.7 of this Agreement for any failure, defects,
malfunctions or errors in the Facilities or for the provision of
CTS hereunder to Reseller or its End Users.

<PAGE>
<PAGE>
        9.2.  Indemnity.

                9.2.1.  GTE shall not be liable for, and Reseller
hereby indemnifies GTE and holds GTE harmless from, any and all
damages, claims, actions, losses, and other expenses (including
reasonable attorneys' fees) that may arise out of: (i) any action
brought by an End User, (ii) any libel, slander, or infringement
of copyright arising from the material transmitted over the
Facilities by Reseller or an End User, (iii) any infringement of
patents arising from combining or using apparatuses or systems of
Reseller or an End User with the Facilities, (iv) any breach or
violation of this Agreement by Reseller, (v) any breach of any of
the representations made by Reseller in this Agreement, (vi) any
inaccuracy or misrepresentation made by Reseller in connection
with this Agreement, and (vii) any act or omission of Reseller in
connection with Reseller's use or resale of CTS pursuant to this
Agreement; provided, however, that this indemnification shall not
apply where the damages, claims, actions, losses or other
expenses are caused wholly or in material part by the gross
negligence or willful misconduct of GTE, or GTE's agents or
employees.  The rights of GTE under this Section 9.2 are
independent of, and in addition to, such rights and remedies as
GTE may have at law or in equity or otherwise, including the
right to seek specific performance, recession, or restitution.

                9.2.2.  GTE hereby indemnifies Reseller and holds
Reseller harmless from any and all damages, claims, actions,
losses, and other expenses (including reasonable attorneys' fees)
that may arise out of: (i) any breach or violation of this
Agreement by GTE, (ii) any breach of any of the representations
made by GTE in this Agreement, and (iii) any inaccuracy or
misrepresentation made by GTE in connection with this Agreement.

        9.3.  Limitation of Liability.  NEITHER GTE NOR RESELLER
SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER ARISING
OUT OF OR RELATED TO ACTIONS OR OMISSIONS IN CONNECTION WITH THIS
AGREEMENT.  Except as provided in Section 11.7, GTE shall have no
liability to Reseller or any End User for any loss or damages
arising out of (i) mistakes, omissions, interruptions, errors, or
defects in furnishing CTS, (ii) failures or defects in
Facilities, or (iii) GTE's failure to maintain proper standards
or maintenance and operation of the Facilities or to exercise
reasonable supervision with respect to the operations of the
Facilities.

<PAGE>
<PAGE>
        9.4.  Facility Modifications.  Reseller acknowledges that
CTS is a rapidly changing industry and technology and as such GTE
shall not be liable to Reseller or to the Reseller's End Users if
changes in any of the Facilities, operations, equipment,
procedures, or CTS: (a) render obsolete any equipment or software
provided by Reseller or End User in conjunction with use of the
CTS; (b) require modification or alteration of such equipment or
software; or (c) otherwise affect the performance of such
equipment or software.  GTE will use reasonable efforts to give
thirty (30) days advance written notice to Reseller of changes
which GTE reasonably anticipates will result in the conditions
described in (a) and (c).

        9.5.  Privacy and Security of CTS.  Reseller assumes sole
responsibility for the selection and use of any codes or
passwords as may be permitted or required for the use of the CTS
by its End Users.  GTE hereby discloses that neither it, nor its
Affiliates, can guarantee the privacy or security of any
transmission, including conversations utilizing CTS, and data.

                         ARTICLE X
                TERMINATION; EXPIRATION

        10.1.  Default.  In the event of a Default by one of the
parties to this Agreement, the nondefaulting party may terminate
this Agreement upon thirty (30) days notice to the Defaulting
Party; provided, however, that such termination shall be
immediate if the Default is based on a violation of any FCC rule
or regulation that would adversely affect GTE's or its
Affiliates' license in any Territory, and shall be effective upon
three (3) days notice to the Defaulting Party if the financial
protection provided to GTE under Section 5.13 is noticed for
termination, is terminated, expires or in any manner becomes void
or unenforceable (a "Void Financial Protection").  For any
Default other than an FCC violation or a Void Financial
Protection, the Defaulting Party shall have the right to cure
such Default prior to the expiration of the thirty (30) day
period; provided, however, that GTE may draw on the Letter of
Credit provided by Reseller if Reseller has failed to pay any
amounts due hereunder within fifteen (15) days of the due date of
such amounts.  For a Default premised upon a Void Financial
Protection, the Defaulting Party shall have the right to cure
such Default prior to the expiration of the three (3) day period.


<PAGE>
<PAGE>
        10.2 Post Termination/Expiration Transition.  Fifteen (15)
days after either termination or expiration of this Agreement has
occurred, GTE may notify End Users by telephone or telephone
intercept as to the method by which End Users may maintain CTS
after the termination of this Agreement, unless Reseller has
notified GTE of Reseller's intention to continue to provide
cellular telephone service to its End Users.  To the extent
Reseller does not provide cellular telephone service to its End
Users within twenty (20) days of such Reseller notification, GTE
may contact such End Users to arrange for provision and
continuance of CTS in the Territories; provided, however, if
Reseller is in the process of transitioning its End Users.  GTE
shall not have the right to directly contact any End Users.
During any transition period the obligations of the parties
hereunder shall survive for that limited transition period.  Such
transition period shall not exceed sixty (60) days unless
mutually agreed to by the parties.

        10.3.  Post Termination/Expiration Obligations.  Upon
termination or expiration, Reseller shall remain solely
responsible for its obligations to End Users existing immediately
prior to termination or any other charges incurred by Reseller or
its End Users for CTS hereunder.  Termination or expiration of
this Agreement for any cause shall not release either party
hereto from any liability which has already accrued to the other
party hereto at the time of termination or expiration or which
thereafter may accrue with respect to any act or omission prior
to termination or expiration, or from any obligation which is
expressly stated herein to survive termination or expiration;
provided, however, that GTE may, without liability, cancel any
previously accepted orders for Numbers which have not been
connected prior to the giving or receiving of any notice of
termination hereunder.  GTE and Reseller agree to cooperate to
enable all End Users to continue CTS with minimal disruption
after termination; provided, that GTE shall be under no
obligation to ensure that any End User is so able to continue to
utilize CTS or to arrange for any transfer of equipment owned or
leased by Reseller.

                         ARTICLE XI
                         MISCELLANEOUS

        11.1.  Applicable Law.  The validity, construction and
performance of this Agreement shall be governed and interpreted
in accordance with the laws of the State of Georgia.


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<PAGE>
        11.2.  Effects of Headings.  Headings to articles and
paragraphs of this Agreement are to facilitate reference only, do
not form a part of this Agreement, and shall not in any way
affect the interpretation hereof.

        11.3.  Rights of Setoff.  Reseller agrees that GTE may, in
its discretion, setoff any charges, fees or any other amounts
owed to GTE by Reseller hereunder from any deposits or other
Financial Protections given to GTE by Reseller.

        11.4.  Assignment.  Neither this Agreement nor the rights
nor obligations hereunder shall be assigned or delegated, in
whole or in part, by Reseller to any other person, firm or
corporation without the prior written consent thereto by GTE in
its sole discretion; provided, however, that Reseller may assign
this Agreement without such consent to any entity which Reseller
controls, is controlled by, or is under common control with; or
which results from any merger or consolidation with Reseller,
provided that Reseller's assignee or successor assumes all of
Reseller's obligations hereunder.

        11.5.  Proprietary and Confidential Information.  During the
Term of this Agreement, either party may, but shall not be
obligated to, disclose to the other information which is
considered and designated to be proprietary, whether oral or
written ("Confidential Information").  Except to the extent that
disclosure by Reseller is required by applicable law, this
Agreement and the Schedules attached hereto, are considered to be
part of the Confidential Information.  Without the disclosing
party's express written consent, the other party may not disclose
such Confidential Information to a third party provided, however,
that if one of the parties receives or is served with any order,
subpoena, legal demand or other request from any governmental
agency, court or other legal forum to produce Confidential
Information ("Request for Production"), such party will provide
the other party with prompt notice of such Request for Production
so that that party, at its expense, may seek a protective order
or such other remedy to prevent production of the Confidential
Information.  If the Confidential Information is ultimately
compelled, by a court or other legal forum which has authority,
the disclosing party will not be in violation of this Section.
Upon termination or expiration of this Agreement, each party
will, at the request of the other party, either erase the
Confidential Information from any files maintained by such party
or return the Confidential Information to the party.  Each party
agrees to protect and safeguard the confidentiality of the 
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<PAGE>
respective Confidential Information to the same degree and extent
as such party protects and safeguards its own Confidential
Information.  The term "Confidential Information" and the
obligations attendant thereto shall not apply to information that
(i) as shown by reasonably documented proof, was in a party's
possession prior to receipt thereof from the disclosing party;
(ii) as shown by reasonably documented proof, was received by one
party in good faith from a third party not subject to a
confidential obligation to the disclosing party; (iii) now is or
later becomes publicly known through no breach of confidential
obligation by the receiving party; (iv) is disclosed to a third
party by the disclosing party without a similar nondisclosure
restriction; (v) was developed by the receiving party without the
developing person having access to any of the Confidential
Information received from the other party; or (vi) is authorized
in writing by the disclosing party to be released or is
designated in writing by the disclosing party as no longer being
confidential or proprietary.  This provision shall survive for
three (3) years after termination or expiration of this
Agreement.

        11.6.  Notices.  Except as other vise provided in this
Agreement, all notices required or permitted to be given
hereunder shall be made by registered or certified mail, return
receipt requested, or by an overnight mail service having a
record of receipt and addressed as follows:

If to GTE:

GTE Mobile Communications Services Corporation
245 Perimeter Center Parkway
Atlanta, Georgia 30346
Attn.: Vice President - Marketing

If to Reseller:

Ameritel Communications, Inc.
6115 Jimmy Carter Blvd., Suite A
Norcross, Georgia 30071
Attn: President

        Either party hereto may change its address by providing
notice of such address change to the other party in the manner
set forth above.  Notices given as herein provided shall be
considered to have been received five (5) days after mailing
thereof, or when actually received, whichever occurs first.

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<PAGE>
        11.7 CTS Outages.  Subject to the terms set forth herein, a
credit allowance will be made, at the Reseller's request, in the
form of a pro rata adjustment of the recurring charges billed by
GTE for a period of total CTS outage that exceeds twenty four
(24) consecutive hours.  Such credit allowance shall be
Reseller's sole remedy and compensation for any such outage.  For
other than a total outage, a credit allowance, at rates for
monthly access outlined in Schedule 2, will only be given to the
Reseller for time actually credited to End Users by Reseller who
are unable to place or receive calls due to a service-affecting
interruption in excess of 24 hours.  In the event the Reseller or
an End User is affected by such interruption for a period of less
than 24 continuous hours, no such adjustment shall be made.  No
adjustments shall be allowed for accumulating periods of
uncontinuous interruption.  Reseller's request for credit must be
received by GTE in a form reasonably specified by GTE, within ten
( 10) business days following the end of the period of
interruption.  The credit allowance for CTS outage will be
computed by dividing the duration of the service affecting
interruption (measured in days from the time the interruption is
reported to and confirmed by GTE) by 30 and multiplying the
result by GTE's monthly recurring charges, for each interrupted
Number.  In no case shall the credit exceed the recurring charges
for that period.  No other liability shall attach to GTE as a
result of such interruption to service.  No credit allowance will
be given for interruptions caused by the negligence or willful
act of the Reseller or its End Users, power outages or other
occurrences considered force majeure, or for interruptions caused
by failure of equipment or service not provided by GTE.

        11.8.  Force Majeure.  The parties' performance under this
Agreement shall be excused if such non-performance is due to
labor difficulties, governmental orders, inability or delay in
securing equipment, civil commotions, acts of nature, weather
disturbances or adverse weather conditions, and other
circumstances beyond the parties' reasonable control.

        11.9.  Capacity Limitation.  The parties recognize that
unusual concentrations of usage may occur in certain locations.
GTE shall incur no liability for its inability to provide
adequate CTS hereunder if such liability is due to a lack of
network capacity which results from the aforesaid usage
concentration and nothing herein shall require GTE to expend any
capital to insure capacity for Reseller's use of CTS.


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<PAGE>
        11.10.  Severability.  Any provision of this Agreement which
is prohibited, unenforceable or is declared or found to be
illegal, unenforceable or void, in any jurisdiction shall, as to
such jurisdiction.  be ineffective only to the extent of such
prohibition or unenforceability without invalidating the
remainder of such provision or the remaining provisions of this
Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

        11.11.  Waiver.  The failure of either party to enforce, in
any one or more instances, performance of any of the terms,
covenants or conditions of this Agreement shall not be construed
as a waiver or a relinquishment of any right or claim granted or
arising hereunder or of the future performance of any such term,
covenant, or condition, and such failure shall in no way affect
the validity of this Agreement or the rights and obligations of
the parties hereto.  The parties acknowledge that a waiver of any
term or provision hereof may only be given by a written
instrument executed by each party intended to be benefitted by
the same.

        11.12.  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the
same instrument notwithstanding that all parties are not
signatories to each counterpart.

        11.13.  Amendments.  This Agreement may not be modified,
amended or supplemented except by an agreement in writing signed
by all of the parties hereto.

        11.14.  Arbitration Required.  Any dispute arising out of or
related to this Agreement which cannot be resolved by negotiation
shall be settled by binding arbitration in accordance with the
J.A.M.S./ENDISPUTE Arbitration Rules and Procedures ("Endispute
Rules"), as amended by this Agreement.  The parties agree that
any such arbitration shall be held in Atlanta, Georgia.  The
costs of arbitration, including the fees and expenses of the
arbitrator, shall be shared equally by the parties unless the
arbitration award provides otherwise.  Each party shall bear the
cost of preparing and presenting its case.  The parties agree
that this provision and the Arbitrator's authority to grant
relief shall be subject to the United States Arbitration Act, 9
U.S.C.  1-16 et seq.  ("USAA"), the provisions of this Agreement
and the ABA-AAA Code of Ethics for Arbitrators in Commercial 
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Disputes.  The parties agree that the arbitrator shall have no
power or authority to make awards or issue orders of any kind
except as expressly permitted by this Agreement, and in no event
shall the arbitrator have the authority to make an award that
provides for punitive or exemplary damages or any type of
penalty.  The Arbitrator's decision shall be final and binding.
The award may be confirmed and enforced in any court of competent
jurisdiction.  All post-award proceedings shall be governed by
the USAA.

        11.15.  Third Parties.  Except as expressly provided herein,
nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any Person other than the
parties hereto and their successors or permitted assigns, any
rights, benefits or remedies of any kind or character whatsoever
under or by reason of this Agreement.

        11.16.  Entire Agreement.  This Agreement, together with all
Schedules and any other exhibits attached hereto and expressly
made a part of this Agreement, shall constitute the entire
agreement between the parties hereto provided and shall supersede
all prior proposals, negotiations, understandings and agreements,
whether oral or written.

        11.17.  Survival.  The obligations of either party set forth
in Sections 5.15, 6.3, 7.4, 10.2, 10.3 and 11.3 shall survive
termination or expiration of this Agreement in accordance with
the terms of such Sections and for a period required to settle
and resolve any outstanding charges or amounts owed under the
Agreement.  The obligations of either party set forth in Sections
9.1, 9.2, 9.3, 11.5 and 11.14 shall survive termination or
expiration of this Agreement.

        IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the day and year first above written.

GTE MOBILNET SERVICE CORP.           AMERITEL, INC.

By:  /s/ [Authorized Officer]        By:  /s/ [Authorized Officer]
Title:                               Title:
Date:   10/21/96                     Date:  10/21/96

<PAGE>
<PAGE>
                                 SCHEDULE 1
                                 TERRITORY
<TABLE>
<CAPTION>
GTE Entity                                                 Territory
<S>                                                        <C>
Chattanooga Cellular Telephone Company                     Chattanooga, TN
        Managing G.P. - GTE Mobilnet of
        Chattanooga II Incorporated
GTE Mobilnet of Birmingham Incorporated                    Birmingham, AL
GTE Mobilnet of Nashville Incorporated                     Nashville, TN
Memphis Cellular Telephone Company                         Memphis, TN
        Managing G.P. - GTE Mobilnet of
        Memphis Incorporated
GTE Mobilnet of Kentucky Incorporated                      Lexington, KY
GTE Mobilnet of Huntsville Incorporated                    Huntsville, AL
GTE Mobilnet of Hawaii Incorporated                        Hawaii
GTE Mobilnet of the South Incorporated                     Mobile, AL
GTE Mobilnet of Indiana Limited                            Indianapolis, IN
        Partnership G.P. - GTE Mobilnet
        of Indianapolis Incorporated
</TABLE>
Subject to the parties agreeing upon rate plans and any other
necessary terms or conditions required for other GTE Territories,
the parties may add Territories under this Agreement.

<PAGE>
<PAGE>
                         SCHEDULE 2
                   RATES, CHARGES AND FEES

A.      FEES FOR ORDERS OF NUMBERS
        Reseller shall pay One Dollar ($1.00) for each Number
provided by GTE.  The initial set of Numbers must be no less than
fifty (50) Numbers and each subsequent set must be no less than
twenty (25) Numbers.

B.      ADMINISTRATIVE SERVICE FEES
        1.  Number Status Changes.  Reseller shall be obligated to
pay a service fee of Fifteen Dollars ($15.00) for each and every
activation, restoration, change, modification, deactivation or
requested special call restriction (if such special call
restriction is requested after the activation of a Number and not
simultaneously with activation) (the "Activation Requests") for a
Number.  The Reseller must fax the form to the local market for
any activation, restoration charge, modification deactivation,
request for special call restoration, charge or modification of
an ESN to a designated local market representative or in order to
expedite and verify the Activation Requests, Reseller may use a
terminal compatible with the computer system of GTE to transmit
notices to GTE for Number status changes and to employ persons
proficient in operating such terminal in conjunction with the
required computer system and GTE has the right to change or
modify its system.  Subsequent to an Activation, if for any
reason Reseller requests a change or modification of an ESN in
connection with, or for, a prior activation or a currently active
Number, Reseller will be charged Two Dollars ($2.00) for such
change or modification.

        2.  Billing Tape.  Reseller shall pay GTE an amount equal to
One Hundred Dollars ($100) for each Billing Tape provided to
Reseller.

        3.  Fee for Low Monthly Volume.  To the extent Reseller does
not meet and maintain the minimum cumulative level volume of
active Numbers for the Territory(ies) to be measured at the end
of each month, Reseller shall be required to pay the monthly fee
set forth below.  Reseller shall have six (6) months from the
date of the first End User activation before GTE shall enforce
this fee.
<TABLE>
<CAPTION>
One Territory                    Two Territories                  Three or More Territories
Number          Monthly Fee      Number          Monthly Fee      Number          Monthly Fee
<S>             <C>              <S>             <C>              <S>             <C>
000-099         $2,500           000-139         $3,500           000-159         54,000
100- 199        $2,000           140-279         $2,800           160-319         $3,200
200-299         $1,500           280-419         $2,100           320-479         $2,400
300-399         $1,000           420-559         $1,400           480-639         $1,600
400-499         $500             560-699         $700             640-799         $800
>500            $0               >700            $0               >800            $0
</TABLE>
<PAGE>
<PAGE>
C.      ACCESS, PER MINUTE CHARGE FOR CTS AS SELECTED BY RESELLER*

        Reseller shall pay GTE for usage of CTS per Number in the
Territories pursuant to the attached Rate Schedules.  Such
charges include access to the wireline telephone network.  Any
monthly charges shall be prorated based on the date of activation
and calculated on a thirty day month in accordance with GTE's
billing cycle.

D.      OTHER SERVICES*

        Reseller shall pay GTE the following monthly amounts for
Other Services purchased by Reseller or its End Users.  Such
charges are per Number, per month.  Charges for CTS used with
such Other Services remain as provided for in this Schedule.

        a.      No-Answer Transfer               $ Varies by Territory

                Allows an End User to redirect calls to another
                telephone number when the Cellular Telephone fails
                to acknowledge a call or remains unanswered.

        b.      Busy Transfer            $ Varies by Territory

                Allows an End User to redirect calls to another
                telephone number when their cellular telephone is
                busy.

        c.      Call Forwarding                  $ Varies by Territory

                Allows an End User to redirect calls intended for
                their Cellular Telephone to another telephone
                number.

        d.      Call Waiting                     $ Varies by Territory

                Allows an individual End User currently engaged in
                a call to be alerted that another incoming call
                has been received.

        e.      Three-Way Calling                $ Varies by Territory

                Allows an End User to add a third party to an
                existing call.

        f.      Voice Mail Basic                 $ Varies by Territory

                Allows End User to have a voice mail system.

        g.      Voice Mail Enhanced              $ Varies by Territory

                Allows End User to have an enhanced voice mail system.

<PAGE>
<PAGE>
E.      Call Restriction Services*

        To the extent call restrictions are made at time of
activation, no charge will be assessed for this service; however,
if the request is made subsequent to activation, a Fifteen
Dollars ($15.00) service charge will be owed to GTE by Reseller.

        a.      International Call Denial

                No 001+ or 01+ access allowed.

        b.      Operator Assisted Denial

                No 0+ access allowed.

        c.      Toll Denial

                No 1+ access allowed.

        d.      Local Service Area Only

                Calling within the Territory only.

        e.      Local NPA (Area Code)

                No 1+ calls may be completed outside the local area
                code.

        f.      Incoming Only

                No outgoing calls will be completed.

        g.      Outgoing only

                No incoming calls will be completed.

*       For any regulated Territory, Reseller may only sell from the
        tariffed rates filed with the appropriate authority,
        including but not limited to, the Other Services and Call
        Restriction Services.*
<PAGE>
<PAGE>
                         Schedule 2(c)
OTHER SERVICES WHOLESALE PRICING  (AS OF 10/11/96)
<TABLE>
<CAPTION>
                         Nashville       Memphis         Chattanooga      Louisville      Lexington
<S>                      <C>             <C>             <C>              <C>             <C>
No Answer Transfer       $1.00           $1.00           $1.00            $1.00           $1.00
Busy Transfer            $1.00           $1.00           $1.00            $1.00           $1.00
Call Forwarding          $1.00           $1.00           $1.00            $1.00           $1.00
Call Waiting             $1.00           $1.00           $1.00            $1.00           $1.00
3-Way Calling            $1.00           $1.00           $1.00            $1.00           $1.00
Basic Voice Mail         $3.95           $3.95           $3.95            $3.95           $3.95
Basic+ Voice Mail        $6.95           $6.95           $6.95            $6.95           $6.95
Enhanced Voice Mail      $9.95           $9.95           $9.95            $9.95           $9.95

<CAPTION>
                         Birmingham      Mobile          Huntsville       Indianapolis    Hawaii
<S>                      <C>             <C>             <C>              <C>             <C>
No Answer Transfer       $1.50           $0.50           $1.50            $0.50           $0.50
Busy Transfer            Not Avail.      Not Avail.      Not Avail.       $0.50           $0.50
Call Forwarding          $1.50           $0.50           $1.50            $0.50           $0.50
Call Waiting             $1.50           $0.50           $1.50            $0.50           $0.50
3-Way Calling            $1.50           $0.50           $1.50            $0.50           $0.50
Basic Voice Mail         $2.95           $2.95           $2.95            $4.95           $2.00
Basic+ Voice Mail        $4.95           $4.95           $4.95
Enhanced Voice Mail      $7.95           $7.95           $7.95            $6.95           $5.00

</TABLE>

<PAGE>
<PAGE>
                         Schedule 2(c)

ACCESS AND AIRTIME USAGE RATE SCHEDULE           CONFIDENTIAL
<TABLE>                                          10/14/96
<CAPTION>
CHATTANOOGA, TN MARKET
                Component        Component
                One              Two
<S>             <C>              <C>             <C>
Access          $11.00           $13.45          Monthly
Peak            $0.215           $0.170          per Minute
Off-Peak        $0.100           $0.085          per Minute
Weekend         $0.100           $0.085          per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            1900            Peak
                         1900            2400            Off-Peak

        Weekends         1900            0700            Weekend
                         Friday          Monday

        Holidays         0000            2400            Weekend
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                                     CONFIDENTIAL
Volume Discount Schedule                         8/27/96
East Tennessee Market
Monthly MOUs             Discount
 20,000                  1%
 70,000                  2%
210,000                  3%
490,000                  4%
770,000                  5%
PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet.
Reseller must achieve monthly requirement for two consecutive
quarters.  The first quarter is a qualifying quarter.  Rebate
begins second consecutive quarter of achieving monthly monthly
requirement.  (Quarters and months are based on billing months,
not calendar quarters.)
Discount is from monthly reoccurring charges (access) and airtime
charges.
The program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.
<PAGE>
<PAGE>
                         Schedule 2(c)

ACCESS AND AIRTIME USAGE RATE SCHEDULE      CONFIDENTIAL
                                                 10/14/96
BIRMINGHAM MARKET
<TABLE>
<CAPTION>
                Component        Component       Component
                One              Two             Three
<S>             <C>              <C>             <C>              <C>
Access          $11.05           $16.15          $19.13           Monthly
Peak            $0.298           $0.196          $0.170           per Minute
Off-Peak        $0.298           $0.196          $0.170           per Minute
<CAPTION>
                         Start           End             Applicable Rate*
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            2000            Peak
                         2000            2400            Off-Peak

        Weekends         2000            0700            Off-Peak
                         Friday          Monday

        Holidays         0000            2400            Off-Peak
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                                     CONFIDENTIAL
Volume Discount Schedule                         8/27/96
Birmingham Market
Monthly MOUs             Discount
 12,000                  1%
 40,000                  2%
125,000                  3%
290,000                  4%
450,000                  5%

PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet. Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.) Discount is from
monthly reoccurring charges (access) and airtime charges.
The program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.

<PAGE>
<PAGE>
                         Schedule 2(c)

ACCESS AND AIRTIME USAGE RATE SCHEDULE        CONFIDENTIAL
                                                 10/14/96
NASHVILLE, TN MARKET
<TABLE>
<CAPTION>
                Component        Component
                One              Two
<S>             <C>              <C>             <C>
Access          $10.70           $13.02          Monthly
Peak            $0.205           $0.177          per Minute
Off-Peak        $0.093           $0.070          per Minute
Weekend         $0.093           $0.070          per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            1900            Peak
                         1900            2400            Off-Peak

        Weekends         1900            0700            Weekend
                         Friday          Monday

        Holidays         0000            2400            Weekend
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                                     CONFIDENTIAL
Volume Discount Schedule                         8/27/96
Central Tennessee Market
Monthly MOUs             Discount
   32,000                1%
  110,000                2%
  330,000                3%
  760,000                4%
1,200,000                5%

PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet. Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.) Discount is from
monthly reoccurring charges (access) and airtime charges. The
program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.
<PAGE>
<PAGE>
                         Schedule 2(c)
ACCESS AND AIRTIME USAGE RATE SCHEDULE      CONFIDENTIAL
                                             10/14/96
MEMPHIS, TN MARKET
<TABLE>
<CAPTION>
                Component        Component
                One              Two
<S>             <C>              <C>             <C>
Access          $11.00           $13.25          Monthly
Peak            $0.240           $0.220          per Minute
Off-Peak        $0.100           $0.090          per Minute
Weekend         $0.100           $0.090          per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            1900            Peak
                         1900            2400            Off-Peak

        Weekends         1900            0700            Weekend
                         Friday          Monday

        Holidays         0000            2400            Weekend
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                                     CONFIDENTIAL
Volume Discount Schedule                         8/27/96
West Tennessee Market
Monthly MOUs             Discount
 16,000                  1%
 55,000                  2%
160,000                  3%
370,000                  4%
590,000                  5%

PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet. Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.) Discount is from
monthly reoccurring charges (access) and airtime charges. The
program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.

<PAGE>
<PAGE>
                  Schedule 2(c)

ACCESS AND AIRTIME USAGE RATE SCHEDULE     CONFIDENTIAL-10/14/96

LEXINGTON MARKET

<TABLE>
<CAPTION>
                Component        Component
                One              Two
<S>             <C>              <C>             <C>
Access          $12.00           $14.25          Monthly
Peak            $0.205           $0.170          per Minute
Off-Peak        $0.095           $0.080          per Minute
Weekend         $0.095           $0.080          per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            1900            Peak
                         1900            2400            Off-Peak

        Weekends         1900            0700            Weekend
                         Friday          Monday

        Holidays         0000            2400            Weekend
</TABLE>

* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

<PAGE>
<PAGE>
                           Schedule 2(c)

ACCESS AND AIRTIME USAGE RATE SCHEDULE    CONFIDENTIAL-10/14/96
LOUISVILLE MARKET
<TABLE>
<CAPTION>
                Component        Component
                One              Two
<S>             <C>              <C>             <C>
Access          $12.00           $14.25          Monthly
Peak            $0.205           $0.170          per Minute
Off-Peak        $0.095           $0.080          per Minute
Weekend         $0.095           $0.080          per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            1900            Peak
                         1900            2400            Off-Peak

        Weekends         1900            0700            Weekend
                         Friday          Monday

        Holidays         0000            2400            Weekend
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                             CONFIDENTIAL
Volume Discount Schedule                 8/27/96
Kentucky Market
Monthly MOUs             Discount
 14,000                  1%
 45,000                  2%
140,000                  3%
320,000                  4%
500,000                  5%

PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet. Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.) Discount is from
monthly reoccurring charges (access) and airtime charges. The
program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.

<PAGE>
<PAGE>
                         Schedule 2(c)

ACCESS AND AIRTIME USAGE RATE SCHEDULE    CONFIDENTIAL-10/15/96
HUNTSVILLE MARKET
<TABLE>
<CAPTION>
                Component        Component       Component
                One              Two             Three
<S>             <C>              <C>             <C>              <C>
Access          $12.50           $18.00          $22.00           Monthly
Peak            $0.330           $0.230          $0.190           per Minute
Off-Peak        $0.330           $0.230          $0.190           per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            2000            Peak
                         2000            2400            Off-Peak

        Weekends         2000            0700            Off-Peak
                         Friday          Monday

        Holidays         0000            2400            Off-Peak
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                                     CONFIDENTIAL
Volume Discount Schedule                         8/27/96
Huntsville Market
Monthly MOUs             Discount
  6,500                  1%
 20,000                  2%
 65,000                  3%
150,000                  4%
240,000                  5%

PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet. Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.) Discount is from
monthly reoccurring charges (access) and airtime charges. The
program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.

<PAGE>
<PAGE>
                         Schedule 2(c)
ACCESS AND AIRTIME USAGE RATE SCHEDULE     CONFIDENTIAL Jul-96
HAWAII MARKET
<TABLE>
<CAPTION>
                Component One
<S>             <C>              <C>
Access          $10.00           Monthly
Peak            $0.170           per Minute
Off-Peak        $0.170           per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0700            Off-Peak
                         0700            1900            Peak
                         1900            2400            Off-Peak

        Weekends         0000            2400            Off-Peak
                         Friday          Monday

        Holidays         0000            2400            Off-Peak
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                             CONFIDENTIAL
Volume Discount Schedule                 8/27/96
Hawaii Market
Monthly MOUs             Discount
  4,750                   1%
 16,000                   2%
 47,500                   3%
110,000                   4%
175,000                   5%
245,000                   6%
350,000                   7%
460,000                   8%
650,000                   9%
800,000                  10%
PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet.  Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.)  Discount is
from monthly reoccurring charges (access) and airtime charges.
The program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.
<PAGE>
<PAGE>
                         Schedule 2(c)
ACCESS AND AIRTIME USAGE RATE SCHEDULE CONFIDENTIAL-10/14/96
MOBILE MARKET
<TABLE>
<CAPTION>
                Component        Component
                One              Two
<S>             <C>              <C>             <C>
Access          $11.00           $13.45          Monthly
Peak            $0.210           $0.175          per Minute
Off-Peak        $0.095           $0.085          per Minute
Weekend         $0.095           $0.085          per Minute
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0600            Off-Peak
                         0600            2000            Peak
                         2000            2400            Off-Peak

        Weekends         2000            0600            Off-Peak
                         Friday          Monday

        Holidays         0000            2400            Off-Peak
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet                             CONFIDENTIAL
Volume Discount Schedule                 8/27/96
Mobile Market
Monthly MOUs             Discount
  6,000                  1%
 20,000                  2%
 60,000                  3%
140,000                  4%
225,000                  5%
PLAN GUIDELINES:
Reseller must have an executed and valid resellers agreement/
contract with GTE Mobilnet. Reseller must achieve monthly
requirement for two consecutive quarters.  The first quarter is a
qualifying quarter.  Rebate begins second consecutive quarter of
achieving monthly monthly requirement.  (Quarters and months are
based on billing months, not calendar quarters.) Discount is from
monthly reoccurring charges (access) and airtime charges. The
program involves a rebate.  A check will be mailed to the
reseller 45 - 60 days after the end of the billing quarter.  This
rebate will not be paid if the reseller has a balance greater
than 60 days, instead the rebate will be applied toward the
outstanding balance.

<PAGE>
<PAGE>
                         Schedule 2(c)
ACCESS AND AIRTIME USAGE RATE SCHEDULE        CONFIDENTIAL Sep-96
INDIANAPOLIS MARKET (includes Bloomington, Anderson, Muncie,
Lafayette & Kokomo MSAs)
<TABLE>
<CAPTION>
                        Component       Component        Component
                        One             Two              Three
<S>                     <C>             <C>              <C>
Access                  $10.340         $13.160          $17.860      Monthly
Peak                    $0.494          $0.268           $0.183       per Minute
Off-Peak                $0.494          $0.160           $0.141       per Minute
Nights & Weekend        $0.494          $0.094           $0.094
<CAPTION>
                         Start           End             Applicable Rate *
        <S>              <C>             <C>             <C>
        Weekdays         0000            0600            Nights & Weekends
                         0600            0700            Off-Peak
                         0700            1900            Peak
                         1900            2100            Off-Peak
                         2100            2400            Nights & Weekends

        Weekends         0000            2400            Nights & Weekends

        Holidays         0000            2400            Nights & Weekends
</TABLE>
* The hours designated for the applicable rates above represent
GTE's current business practice and may be modified to the extent
they are modified in the ordinary course of GTE's business.

GTE Mobilnet-Volume Discount Schedule        CONFIDENTIAL
Indianapolis Market                          8/27/96
Monthly MOUs             Discount
   28,000                 1%
   93,000                 2%
  278,000                 3%
  649,000                 4%
1,019,000                 5%
1,529,000                 6%
2,294,000                 7%
3,211,000                 8%
PLAN GUIDELINES:  Reseller must have an executed and valid
resellers agreement/ contract with GTE Mobilnet. Reseller must
achieve monthly requirement for two consecutive quarters.  The
first quarter is a qualifying quarter.  Rebate begins second
consecutive quarter of achieving monthly monthly requirement.
(Quarters and months are based on billing months, not calendar
quarters.) Discount is from monthly reoccurring charges (access)
and airtime charges. The program involves a rebate.  A check will
be mailed to the reseller 45 - 60 days after the end of the
billing quarter.  This rebate will not be paid if the reseller
has a balance greater than 60 days, instead the rebate will be
applied toward the outstanding balance.
<PAGE>
<PAGE>
                         Exhibit A
        [Form of Draft]  STANDBY LETTER OF CREDIT
                                 __________, 199_
Reference No.:

Place of Expiration:     [Name and address of Issuer]

Date of Expiration:

Applicant:    [Name and address of Reseller]

Beneficiary:             GTE Mobilnet Service Corp.
                         245 Perimeter Center Parkway
                         Atlanta, Georgia 30346
                         Attn: Vice President - Marketing

Ladies and Gentlemen:

1.  The undersigned hereby establishes its irrevocable Letter of
Credit in your favor for United States $[enter amount set forth
in Section 5.13 of the Reseller Agreement] available by presentation
of your drafts at sight drawn on [Name and address of Issuer], which
drafts shall be in the form attached hereto as Exhibit A.

2.  Drafts must indicate the number and date of this Letter of
Credit and must be accompanied by the following documents:

        (i)       affidavit, executed by the Vice President-Marketing
of GTE Mobilnet Service Corp., stating that [Reseller] is in
default of payments due under that certain Reseller Agreement,
dated __________, 199_, by and between [Reseller] and GTE
Mobilnet Service Corp., and the GTE entities set forth on
Schedule 1 attached to said Reseller Agreement.

        (ii)      a photocopy of the Reseller Agreement, and
        (iii)  this original Letter of Credit.

3.  The undersigned hereby engages with you that all drafts drawn
under, and in compliance with, the terms of this Letter of
Credit, will be duly honored if drawn and presented for payment
at the address set forth above on or before the expiration date
of this Letter of Credit.

4.  The undersigned has caused this Letter of Credit to be duly
executed on behalf of the undersigned by its duly authorized
representative, as of the date first written above.

                         Sincerely,
                         [Name of Issuer]
                         By: _____________________________
                         Name: ___________________________
                         Title:___________________________

<PAGE>
<PAGE>
                                                 Atlanta, Georgia
                                                 __________, 199_
Pay to GTE Mobilnet Service Corp. ____________________ Dollars
($________).


                         GTE Mobilnet Service Corp.

                         By: __________________________________

                         Name: ________________________________

                         Title: _______________________________


Letter of Credit Reference No. ___________
Date of Letter of Credit: __________, 199_

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                         Exhibit B

                         FORM OF SURETY BOND

Bond Number - __________

KNOW ALL MEN BY THESE PRESENTS:

        THAT WE,      (Reseller)      as Principal (the
"Principal"), and XYZ Company, Corporation duly organized under
the law of the State of ________ and duly authorized to conduce
and carry on a surety business in the State of ________ as surety
(the "Surety"), acknowledge ourselves to be indebted and firmly
bound unto GTE Mobilnet Service Corp., a Delaware corporation
("GTE"), and the GTE entities set forth on Schedule 1 attached
hereto and incorporated herein by this reference, as obligees
(the "Obligees"), in the penal sum of [amount referenced in
Section 5.13 of the Reseller Agreement] Dollars ($________), for
the payment of which sum, well and truly to be made, the
Principal and the Surety, do hereby bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and
severally, firmly by these presents.

THE CONDITION OF THE ABOVE OBLIGATION IS SUCH;

        WHEREAS, the Principal by written agreement, dated ________,
199_, entered into a Reseller Agreement (the "Reseller
Agreement") with the Obligees whereby Principal agreed to market
and sell cellular telephone service within the Territories (as
defined in the Reseller Agreement) through the use of the
cellular system owned by GTE and/or its Affiliates (as defined in
the Reseller Agreement);

        WHEREAS, pursuant to the Reseller Agreement, Principal
agreed to pay promptly therefor each bill presented to Principal
by GTE, in accordance with the terms of the Reseller Agreement,
and to otherwise abide by the terms and conditions as set forth
in the Reseller Agreement; and

        WHEREAS, by this reference the Reseller Agreement is made a
part of this Surety Bond, and all capitalized terms not otherwise
defined herein shall have the meanings set forth in the Reseller
Agreement,

        NOW, THEREFORE, if Principal promptly and faithfully
performs all of its obligations in the Reseller Agreement, and 
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any renewals or extensions thereof, and pays all invoices for any
fees, charges, and other amounts as set forth in the Reseller
Agreement (including, but not limited to, all CTS access, usage,
toll calls, directory listings, custom calling charges, network
services, cellular network usage, Roaming service charges, 900
call and directory assistance) with respect to any CTS during the
term of the Reseller Agreement, including any charges incurred or
losses sustained due to Fraudulent Activities, then this Surety
Bond shall be null and void; otherwise, it shall remain in full
force and effect.  No right of action shall accrue under this
bond to or for the use of any person other than said Obligee.

        THE SURETY may cancel this Surety Bond at any time by filing
ninety (90) days written notice of its desire to be relieved of
liability, said notice to be filed at the following address.

        GTE Mobilnet Service Corp.
        245 Perimeter Center Parkway
        Atlanta, Georgia 30346
        Attn.: Vice-President - Marketing

The Surety shall not be discharged from any liability already
accrued under this Surety Bond, or which shall accrue under this
Surety Bond before the expiration of said ninety (90) day period.
The Surety hereby waives notice of any alteration or extension of
the term of the Reseller Agreement.

        IN WITNESS HEREOF, the parties have caused their respective
authorized representatives to execute and seal this Surety Bond,
this __day of ________, 199_.

PRINCIPAL                                SURETY
[Name of Reseller]                       XYZ Insurance Company

By: _________________                    By: _________________

Name: _______________                    Name: _______________

Title: ______________                    Title: ______________


Mailing Address of Surety Co.

____________________
____________________
____________________