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                                                                    Exhibit 10.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT



      THIS EMPLOYMENT AGREEMENT is effective as of the 26th day of June, 2000,
by and between TERRENCE S. CASSIDY, an individual (hereinafter "Executive"), and
NATIONAL WIRELESS HOLDINGS INC., a Delaware corporation (hereinafter "Company").

                              W I T N E S S E T H:

      WHEREAS,  Company is a Delaware  corporation  organized  pursuant to the
Delaware General Corporation Law;

      WHEREAS, the Company and the Executive are parties to an Employment
Agreement dated as of September 27, 1993, as amended by Amendment No. 1 to
Employment Agreement dated as of December 12, 1996 (the "Old Employment
Agreement");

      WHEREAS, Company desires to continue having the Executive render services
to the Company and to serve as President and Chief Executive Officer of Company;

      WHEREAS, the Executive desires to serve the Company in such capacities;

      WHEREAS, the Company and the Executive desire to amend and restate the
terms of the Executive's employment agreement as set forth below;

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

      1. EMPLOYMENT PERIOD. This Agreement shall be effective for a minimum term
(as it may be extended hereunder, the "Term") from the date hereof until the day
which is three years from the date hereof. The Term shall automatically be
extended by an additional one-year period on each anniversary of the date hereof
unless a party hereto notifies the other party hereto, in writing, of his or its
intention to terminate this Agreement at the end of the Term, at least sixty
(60) days prior to such anniversary. During the Term, the Executive shall
faithfully serve and be employed by the Company on a full-time basis as the
President and Chief Executive Officer of Company. The Executive shall devote the
majority of his professional time and effort to the duties of such position. The
parties agree that the term "full-time" does not require that the Executive work
exclusively for the Company. Executive may devote a reasonable percentage of his
time, consistent with his current practices on the date of this Agreement, to
other commitments.

      2. DUTIES. The Executive shall render those services customarily rendered
by an executive in such position in accordance with the budgets and decisions of
the Board of Directors of Company and as otherwise may be provided for in the
Bylaws of Company. The Executive shall perform such duties as are designated to
him by the Board of Directors faithfully, diligently, and to the best of his
ability consistent with the highest and best standards of the industry of
Company. Executive shall have such authority as is delegated to Executive from
time to time by the Board of Directors and as provided for in the Bylaws of
Company.


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      3. COMPENSATION. The Executive shall receive and the Company shall pay
throughout the Term hereof a salary of $260,000 per year (less all applicable
withholding and deductions therefrom), to be paid in regular semi-monthly
installments. Executive's salary shall increase by 15% beginning on the second
anniversary of the date hereof. In addition, Executive shall be eligible for
such additional bonuses or incentives as may be approved by the Board of
Directors of Company from time to time.

      4. EXPENSES. The Company recognizes that the Executive will incur, from
time to time, for the Company's benefit and in furtherance of the Company's
business, various expenses. Accordingly, the Company agrees to pay the following
expenses either directly on behalf of the Executive or to reimburse the
Executive for such expenses, provided, however, that such payment or
reimbursement is contingent upon the Executive supplying such documentary and
other evidence required to support the deduction of such expenses on Company's
federal income tax return:

         a. entertainment, travel (including meals while traveling) and
      promotion relating to and benefiting the Company;

         b. conventions and meetings expenses approved by the Board of
      Directors;

         c. fees for membership in professional organizations; and

         d. office expenses and supplies.

In addition, the Executive shall be entitled to participate with other employees
of Company in all fringe benefits or incentive compensation plans authorized and
adopted from time to time by the Company, including, without limitation, health,
dental and life insurance, to the extent allowed under such plans.

      5. EMPLOYMENT CONDUCT. At all times during the Term of this Agreement, the
Executive shall:

         a. devote such time to the business of Company as is necessary to
      perform his duties hereunder;

         b. observe and conform to all the laws applicable to the Company; and

         c. be aware that his conduct and actions, whether in public or private,
      reflect upon the goodwill of the Company and not partake in any conduct
      that is detrimental to himself or the Company.

      6.    TERMINATION.

         a. TERMINATION FOR CAUSE: The Company may terminate this Agreement at
      any time, without further obligation or liability to the Executive, in the
      event the Company determines in good faith by majority vote of the entire
      Board of Directors then in office that (each a termination for "cause"):





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            (1) The Executive is permanently disabled. For purposes of this
         Agreement, Executive may be deemed permanently disabled when so
         conceded by Executive or so certified by a physician selected by
         Executive or his legal representative, on the one hand, or by the
         Company, on the other, and such certificate is delivered to the other
         party. In the event that within 10 days after delivery of such
         certificate the other party should, by written notice to the other
         party, contest the finding of disability, the parties agree to submit
         the determination of permanent disability to another physician
         acceptable to both parties, or if a physician cannot be agreed upon, a
         physician designated by the Dean of Mount Sinai Medical School;

            (2) The Executive is grossly negligent in the performance of his
         duties;

            (3) The Executive is convicted of a violation of any State or
         Federal law and is fined Ten Thousand Dollars ($10,000) or more or
         sentenced to prison or jail for a term of one year or more; or

            (4) The Executive commits any material violation of this Agreement
         which violation is not cured within 30 days after notice of such
         violation is given to the Executive by the Board of Directors of
         Company.

         b. OTHER EVENTS OF TERMINATION.

            (1) This Agreement shall terminate at the expiration of the Term.

            (2) This Agreement shall terminate at any time by agreement in
         writing by the Company and the Executive.

            (3) This Agreement shall terminate upon the death of the Executive,
         in which case his heirs and beneficiaries shall be entitled to all
         accrued but unpaid compensation hereunder.

         c. TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control of
      the Company as defined in Section 21 shall have occurred while the
      Executive is still an employee of the Company, the Executive shall be
      entitled to the compensation provided in Section 7 upon the subsequent
      termination of the Executive's employment with the Company by the Company
      or by the Executive, unless such termination is a result of (i) the
      Executive's death; (ii) the Executive's termination by the Company for
      cause (as more fully described in Section 6(a)(1)); or (iii) the
      Executive's decision to terminate his employment with the Company other
      than for Good Reason as defined below.

         d. DATE OF TERMINATION. "Date of Termination" shall mean (i) if this
      Agreement is terminated by the Company pursuant to Section 6 (c)(ii)
      above, thirty (30) days after Notice of Termination is given to the
      Executive (provided that the Executive shall not have returned to the
      performance of the Executive's duties on a full-time basis during such
      thirty (30) day period), (ii) if the Executive's employment is terminated
      by the Company for any other reason, the date on which a Notice of
      Termination is given, provided that if within thirty (30) days after any
      Notice of Termination is given to the Executive by the Company, the
      Executive notifies the Company that a dispute exists concerning the
      termination, the



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      Date of Termination shall be the date on which the dispute is finally
      determined, either by mutual written agreement of the parties, by a final
      judgment, order or decree of a court of competent jurisdiction (the time
      for appeal therefrom having expired and no appeal having been perfected),
      or (iii) if the Agreement is terminated by the Executive, the date on
      which the Executive delivers Notice of Termination to the Company.

      7. COMPENSATION IN THE EVENT OF TERMINATION. (a) In the event Executive is
terminated for cause or (b) the Executive terminates this Agreement, other than
in the event of a Change of Control, Executive shall be entitled to, and shall
receive, no compensation excepting only such of the base compensation set forth
in Section 3 above as shall be accrued to the date of termination. In the event
that the Executive's employment with the Company is terminated as provided in
Section 6(c), then the Company shall:

               i. subject to Sections 8 and 9 below, pay to the Executive as
         severance payment in a lump sum in cash, on the fifth day following the
         Date of Termination, an amount equal to three times (the "multiple")
         the Executive's Cash Compensation (the "Executive's Severance Cash
         Benefit").

               ii. arrange to provide the Executive for two years (or such
         shorter period as Executive may elect) with disability, life, accident
         and health insurance substantially similar to those insurance benefits
         which Executive is receiving immediately prior to the Notice of
         Termination (including coverage for dependents at the same per person
         cost as the Executive is then paying). Benefits otherwise receivable by
         Executive pursuant to this Section 7(b) shall be reduced to the extent
         comparable benefits are actually received by the Executive during such
         two (2) year period following his termination (or such shorter period
         elected by the Executive), and any such benefits actually received by
         Executive shall be reported by him to the Company.

      8. REDUCTION IN BENEFITS FOR "PARACHUTE PAYMENT". Notwithstanding anything
contained in this Agreement to the contrary, in the event that the payments
under Section 7 of this Agreement to the Executive, either alone or together
with other payments the Executive has a right to receive from the Company, would
not be deductible (in whole or in part) by the Company as a result of such
payments constituting a "parachute payment" (as defined in Section 280G of the
Internal Revenue Code, as amended (the "Code")), such payments shall be reduced
to the largest amount as will result in no portion of the payments under Section
7 not being fully deductible by the Company as the result of Section 280G of the
Code. The determination of any reduction in the payments under Section 7
pursuant to the foregoing sentence shall be made exclusively by
PricewaterhouseCoopers, LLP, or such other firm of certified independent public
accountants as may be serving as the Company's principal auditors immediately
prior to the Effective Date (the "Auditors") (whose fees and expenses shall be
borne by the Company), and such determination shall be conclusive and binding on
the Company and the Executive.

      9. REDUCTION OF SEVERANCE CASH BENEFIT IN CERTAIN OTHER CIRCUMSTANCES.
Notwithstanding anything contained in this Agreement to the contrary, in the
event that on the Effective Date the Company's Aggregate Severance Liability (as
defined below) exceeds 5% of the Company's Market Capitalization (as defined
below), the Executive's Severance Cash Benefit shall be reduced to the product
of (a) 5% of the Company's Market Capitalization and (b) a fraction (x)



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the numerator of which shall be the Executive's Severance Cash Benefit as of the
Effective Date and (y) the denominator of which shall be the Company's Aggregate
Severance Liability. The determination of any reduction in the Executive's
Severance Cash Benefits pursuant to this Section 9 shall be made exclusively by
the Auditors (whose fees and expenses shall be borne by the Company), and such
determination shall be conclusive and binding on the Company and the Executive.

      10. RETURN OF MATERIALS. Executive agrees to return promptly to Company
upon termination of this Agreement, whether or not for cause and whatever the
reason, all documents, data, records, and other information pertaining to his
services provided hereunder, and Executive shall not take any documents or data,
in any form or medium, or any reproduction or excerpt of any such documents or
data, containing or pertaining to any proprietary information of Company. The
provision shall not apply to personal effects and personal records of Executive
which may be located on the premises of Company.

      11. DUTY OF LOYALTY. The Executive covenants and agrees that during the
Term of this Agreement and for a period of one (1) year thereafter, he shall not
participate as an officer, director, partner, employee, agent, consultant,
owner, stockholder, representative, or in any other capacity with any other
company or business entity of any nature whatsoever which is directly or
indirectly in competition with Company; provided, however, that ownership of 5%
or less of any class of outstanding securities of a company whose securities are
listed on a national securities exchange, or which has not fewer than 1,000
shareholders, shall not be deemed to constitute owner participation in any other
company or business entity which is directly or indirectly in competition with
Company.

      12. INDEMNIFICATION. Company shall, to the maximum extent permitted by
Company's Bylaws, indemnify and hold the Executive harmless against expenses,
including reasonable attorneys' fees, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the Executive's employment by the Company.

      13. AMENDMENT. No modification of this Agreement, or waiver of any of its
provisions, shall be valid or enforceable unless in writing and signed by each
of the parties.

      14. BINDING AGREEMENT. Except as otherwise specifically provided herein,
this Agreement shall be binding on the parties and their heirs, executors,
distributees, legal representatives, successors and assigns.

      15. NOTICES. All notices under this Agreement shall be in writing and
shall be delivered by personal service to the parties at their respective
addresses as each party shall inform the other. Any purported termination by the
Company or the Executive of the Executive's employment hereunder shall be
communicated by a Notice of Termination to the other party as set forth herein.
For purposes of this Agreement, a "Notice of Termination" shall mean a written
notice which shall indicate those specific termination provisions in this
Agreement relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. The effective date of any such
notice shall be the date of delivery.



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      16. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware applicable to contracts made and performed entirely therein.

      17. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the parties hereto with respect to the subjects and matters addressed. Except as
provided herein, each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, oral or otherwise, have
been made by any party or anyone acting on behalf of any party which are not set
forth herein and that no other agreement shall be valid or binding.

      18. ASSIGNMENT BY EXECUTIVE. The Executive shall not assign this Agreement
or any rights contained hereunder and any such attempted assignment is void.

      19. AGREEMENT TO PERFORM NECESSARY ACTS. The parties shall execute and
deliver all documents and perform all further acts that may be reasonably
necessary to effect this Agreement.

      20. HEADINGS. The headings of the several sections of this Agreement are
inserted for convenience of reference only and are not intended to be a part of
or affect the meaning or interpretation of this Agreement.

      21. DEFINITIONS. As used herein, the terms below shall have the following
meanings:

          a. Cash Compensation. "Cash Compensation" shall mean the sum of (x)
      the higher of the Executive's annual base salary at (i) the time the
      Notice of Termination provided for in Section 15 of this Agreement is
      given or (ii) immediately prior to a Change in Control, and (y) an amount
      equal to the highest aggregate Cash Bonus Earned by the Executive under
      all cash bonus plans of the Company for any of the three fiscal years
      immediately preceding the year in which the Date of Termination occurs.
      "Cash Bonus Earned" shall mean all amounts actually earned for performance
      in a specific fiscal year without regard to voluntary or mandatory payment
      deferrals if so specified in the applicable bonus plan.

          b. Change in Control. A "Change in Control" of the Company shall mean
      the occurrence during the term of the Employment Agreement of any one of
      the following events:

             i. An acquisition (other than directly from the Company) of any
      voting securities of the Company (the "Voting Securities") by any person
      (as the term person is used for purposes of Section 13(d) or 14(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act")), but not
      including Terrence S. Cassidy (each such person, a "Person"), immediately
      after which such Person has "Beneficial Ownership" (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of fifteen percent (15%) or
      more of the combined voting power of the Company's then outstanding Voting
      Securities; provided, however, in determining whether a Change in Control
      has occurred, Voting Securities which are acquired in a "Non-Control
      Acquisition" (as hereinafter defined) shall not constitute an acquisition
      which would cause a Change in Control. A "Non-Control Acquisition" shall
      mean an acquisition by (A) an employee benefit plan (or a trust forming a
      part thereof) maintained by (1) the Company or (2) any corporation or
      other Person of which a majority of its voting power or its voting equity
      securities or equity interest is owned, directly or indirectly, by the
      Company (for purposes of this definition, a



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      "Subsidiary"), (B) the Company or its Subsidiaries, or (C) any Person in
      connection with a "Non-Control Transaction" (as hereinafter defined);

             ii. The individuals who, as of the date this Agreement is approved
      by the Board of Directors, are members of the Board (the "Incumbent
      Board"), cease for any reason to constitute at least two-thirds of the
      members of the Board; provided, however, that if the election, or
      nomination for election by the Company's common stockholders, of any new
      director was approved by a vote of at least two-thirds of the Incumbent
      Board, such new director shall, for purposes of this Agreement, be
      considered as a member of the Incumbent Board; provided further, however,
      that no individual shall be considered a member of the Incumbent Board if
      such individual initially assumed office as a result of either an actual
      or threatened "Election Contest" (as described in Rule 14a-11 promulgated
      under the Exchange Act) or other actual or threatened solicitation of
      proxies or consents by or on behalf of a Person other than the Board (a
      "Proxy Contest") including by reason of any agreement intended to avoid or
      settle any Election Contest or Proxy Contest; or

             iii. Approval by stockholders of the Company of:

                  A. A merger, consolidation or reorganization involving the
      Company, unless such merger, consolidation or reorganization is a
      "Non-Control Transaction". A "Non-Control Transaction" shall mean a
      merger, consolidation or reorganization of the Company where:

                     1. the stockholders of the Company, immediately before such
            merger, consolidation or reorganization, own directly or indirectly
            immediately following such merger, consolidation or reorganization,
            at least seventy percent (70%) of the combined voting power of the
            outstanding voting securities of the corporation resulting from such
            merger, consolidation or reorganization (the "Surviving
            Corporation") in substantially the same proportion as their
            ownership of the Voting Securities immediately before such merger,
            consolidation or reorganization,

                     2. the individuals who were members of the Incumbent Board
            immediately prior to the execution of the agreement providing for
            such merger, consolidation or reorganization constitute at least
            two-thirds of the members of the board of directors of the Surviving
            Corporation, or a corporation beneficially directly or indirectly
            owning a majority of the Voting Securities of the Surviving
            Corporation, and

                     3. no Person other than (a) the Company, (b) any
            Subsidiary, (c) any employee benefit plan (or any trust forming a
            part thereof) maintained by the Company, the Surviving Corporation,
            or any Subsidiary, or (d) any Person who, immediately prior to such
            merger, consolidation or reorganization had Beneficial Ownership of
            fifteen percent (15%) or more of the then outstanding Voting
            Securities), has Beneficial Ownership of fifteen percent (15%) or
            more of the combined voting power of the Surviving Corporation's
            then outstanding voting securities.



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                  B. A complete liquidation or dissolution of the Company; or

                  C. An agreement for the sale or other disposition of all or
      substantially all of the assets of the Company to any Person (other than a
      transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities then outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this sentence) as a
result of the acquisition of Voting Securities by the Company, and after such
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional Voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.

          c. Effective Date. "Effective Date" shall mean the date on which a
      Change in Control is effectuated.

          d. Good Reason. The Executive's termination of employment with the
      Company shall be deemed for "Good Reason" if it occurs within six (6)
      months of any of the following without the Executive's express written
      consent:

             i. the assignment to the Executive by the Company of duties
      inconsistent with, or a substantial alteration in the nature or status of,
      Executive's responsibilities immediately prior to a Change in Control of
      the Company other than any such alteration primarily attributable to the
      fact that the Company's securities are no longer publicly traded;

             ii. a reduction by the Company in the Executive's Cash Compensation
      (as defined in Section 21(a) above) as in effect on the date of a Change
      in Control of the Company or as in effect thereafter if such Cash
      Compensation has been increased during the Term of this Agreement;

             iii. any failure by the Company to continue in effect without
      substantial change any compensation, incentive, welfare or benefit plan or
      arrangement, as well as any plan or arrangement whereby the Executive may
      acquire securities of the Company, in which the Executive is participating
      at the time of a Change in Control of the Company (or any other plans,
      currently in effect or hereafter adopted by the Company, providing the
      Executive with substantially similar benefits) (hereinafter referred to as
      "Benefit Plans"), or the taking of any action by the Company which would
      adversely affect the Executive's participation in or materially reduce the
      Executive's benefits under any such Benefit Plan or deprive the Executive
      of any material fringe benefit enjoyed by the Executive at the time of a
      Change in Control of the Company unless an equitable substitute
      arrangement (embodied in an ongoing substitute or alternative Benefit
      Plan) has been made for the benefit of the Executive with respect to the
      Benefit Plan in question. For purposes of the foregoing, Benefit Plans
      shall include, but not be limited to, the 1993 Stock Option Plan, the 1997




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      Equity Incentive Plan, as amended, or any other plan or arrangement to
      receive and exercise stock options or stock appreciation rights,
      supplemental pension plan, insured medical reimbursement plan, automobile
      benefits, executive financial planning, group life insurance plan,
      personal catastrophe liability insurance, medical, dental, accident and
      disability plans;

             iv. relocation to any place more than 100 miles from the office
      regularly occupied by the Executive, except for required travel by the
      Executive on the Company's business to an extent substantially consistent
      with the Executive's business travel obligations at the time of a Change
      in Control;

             v. any material breach by the Company of any provision of this
      Agreement;

             vi. any failure by the Company to obtain the assumption of this
      Agreement by any successor or assign of the Company; or

             vii. any purported termination of the Executive's employment by the
      Company which is not effected pursuant to a Notice of Termination
      satisfying the requirements of Section 15 below, and for purposes of this
      Agreement, no such purported termination shall be effective.

          e. "The Company's Aggregate Severance Liability," as used herein,
      shall mean an amount (determined by the Auditors) equal to the aggregate
      of the Severance Cash Benefits payable to all employees of the Company
      party to written severance benefit agreements on the Effective Date,
      calculated as of the Effective Date instead of as of the dates of
      termination of such employees and in each case reduced by the applicable
      "parachute payment" reduction, if any, described in Section 8 hereof.

          f. "The Company's Market Capitalization," as used herein, shall mean
      the sum of: (i) the product of (a) the total number of shares of common
      stock of the Company (the "Common Stock") outstanding as of the Effective
      Date and (b) the last reported sale price on the Nasdaq Stock Market (or
      other market or exchange where the Common Stock is principally traded) of
      one share of Common Stock on the Effective Date; plus (ii) the products of
      (a) the total number of shares of each class of preferred stock of the
      Company (the "Preferred Stock") outstanding on the Effective Date and (b)
      the liquidation value of one share of such class of Preferred Stock; plus
      (iii) the aggregate amount of outstanding indebtedness for borrowed money
      of the Company on the Effective Date; plus (iv) the aggregate amount of
      short and long-term liabilities of the discontinued operations of the
      Company as reflected on the Company's most recently prepared quarterly
      balance sheet.

          g. "The Executive's Severance Cash Benefit as of the Effective Date,"
      as used herein, shall mean an amount (determined by the Auditors) equal to
      the Executive's Severance Cash Benefit calculated as of the Effective Date
      rather than as of the Date of Termination, which calculation shall include
      the "parachute payment" reduction, if any, which would be made pursuant to
      Section 8 hereof.

      22. MITIGATION OF DAMAGES. The Executive shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking other employment or



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otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by the Executive as a result of employment
by another Company after the Date of Termination, or otherwise, except to the
extent provided in Section 7 above.

      23. EFFECT OF AGREEMENT ON OTHER CONTRACTUAL RIGHTS. The provisions of
this Agreement, and any payment provided for hereunder, shall not reduce any
amounts otherwise payable, or in any way diminish the Executive's existing
rights, or rights which would accrue solely as a result of the passage of time,
under the Old Employment Agreement, any Benefit Plan or other contract, plan or
arrangement.

      24. TERM. This Agreement shall terminate, except to the extent that any
obligation of the Company hereunder remains unpaid, upon the earliest of (i)
expiration of the Term, if a Change of Contract has not occurred during the
Term, (ii) the termination of the Executive's employment with the Company based
on death, retirement, disability (as described in Section 6(a)) or cause, or by
the Executive other than for Good Reason; or (iii) three years from the
Effective Date of a Change in Control which was not approved by the Board of
Directors or two years from the Effective Date of a Change in Control which was
approved by the Board of Directors.

      25. SUCCESSOR TO THE COMPANY.

          a. Assumption of Agreement. The Company will require any successor or
      assign (whether direct or indirect, by purchase, merger, consolidation or
      otherwise) to all or substantially all of the business and/or assets of
      the Company, expressly, absolutely and unconditionally to assume and agree
      to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession or
      assignment had taken place. Failure of the Company to obtain such
      agreement prior to the effectiveness of any such succession shall be a
      breach of this Agreement and shall entitle the Executive to compensation
      from the Company in the same amount and on the same terms as the Executive
      would be entitled hereunder if such succession had not occurred, except
      that for purposes of implementing the foregoing, the date of which any
      such succession becomes effective shall be deemed the Date of Termination.
      For purposes of this Section 25, "Company" shall mean the Company as
      defined above and any successor or assign to its business and/or assets as
      aforesaid which executes and delivers the agreement provided for herein or
      which otherwise becomes bound by all the terms and provisions of this
      Agreement by operation of law.

          b. Heirs of the Executive. This Agreement shall inure to the benefit
      of and be enforceable by the Executive's personal and legal
      representatives, executors, administrators, successors, heirs,
      distributees, devises and legatees. If the Executive should die while any
      amounts are still payable to him hereunder, all such amounts, unless
      otherwise provided herein, shall be paid in accordance with the terms of
      this Agreement to the Executive's devisee, legatee, or other designee or,
      if there be no such designee, to the Executive's estate.

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



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

      28. GENDER. In this Agreement (unless the context requires otherwise), the
use of any masculine term shall include the feminine.


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                    NATIONAL WIRELESS HOLDINGS INC.


                                    By:  /s/ James Kardon
                                        ------------------------------
                                        Name:  James Kardon
                                        Title: Secretary

                                     /s/ Terrence S. Cassidy
                                    ---------------------------------
                                    Terrence S. Cassidy



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