SYGNET WIRELESS, INC.

                1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

         1. Purpose. The purpose of the 1996 Stock Option Plan for Non-Employee
Directors ("Plan") is to increase the proprietary interest of Non-Employee
Directors in Sygnet Wireless, Inc. ("Corporation") by granting them
non-qualified options ("Options") to purchase shares ("Shares") of Class A
common stock of the Corporation ("Common Stock") that will promote long-term
shareholder value through ownership of Common Stock.

         2. Administration

            (a) Appointment of Committee. The Plan shall be administered by a
         committee ("Committee") of the Corporation, consisting of at least two
         executives of the Corporation appointed by, and holding office at the
         pleasure of, the Board of Directors. Initially, the Committee shall
         consist of W.P. Williamson, III, Chairman, and Albert H. Pharis, Jr.
         Grants of Options under the Plan shall be automatic as provided in
         Section 4. The Committee shall have full authority to interpret the
         plan, to promulgate such rules and regulations with respect to the Plan
         as it deems desirable and to make all other determinations necessary or
         appropriate for the administration of the Plan, and such determinations
         shall be final and binding upon all persons having an interest in the
         Plan.

            (b) Compensation; Professional Assistance; Good Faith. Members of
         the Committee shall not receive any compensation for their services as
         members, but all expenses and liabilities they incur in connection with
         the administration of the Plan shall be borne by the Corporation. The
         Committee may employ attorneys, consultants, accountants, or other
         persons. The Committee, the Corporation, and its officers and directors
         shall be entitled to rely upon the advice, opinions or valuations of
         any such persons. All action taken and all interpretations and
         determinations made by the Committee in good faith shall be final and
         binding upon all Optionees, the Corporation and all other interested
         persons. No members of the Committee shall be personally liable for any
         action, determination, or interpretation made in good faith with
         respect to the Plan and all members of the Committee shall be fully
         protected and indemnified by the Corporation in respect to any such
         action, determination or interpretation.

         3. Participation. Each member of the Board of Directors of the
Corporation who is not an employee of the Corporation or any of its subsidiaries
at the date of each grant ("Non-Employee Director") shall be eligible to
participate in the Plan.

         4. Awards under the Plan. The number of Shares available for grants
under the Plan shall not exceed 250,000 Shares, subject to adjustment as
provided in Section 5.

            (a) Grant of Options. Each individual who becomes a Non-Employee
         Director (but excluding any Non-Employee Director re-elected), shall,
         on the first trading day coinciding with or immediately following
         election to the Board, automatically be granted an Option for 4,000
         Shares, all of which shall vest six months following the date of grant.
         Each Non-Employee Director shall, on the first trading day
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         coinciding with or immediately following the annual shareholders
         meeting of Corporation (and also on December 15, 1996), automatically
         be granted an Option to acquire 2,000 Shares, half of which vests six
         months following the date of grant and the balance one year after the
         date of grant, provided that such Director shall have then satisfied
         the rules and regulations with respect to the Plan adopted by the
         Committee. The written agreement evidencing each Option shall be dated
         as of the applicable date of grant. Each Non-Employee Director
         accepting an Option shall execute and return a copy of the agreement to
         the Corporation. Any Shares issued pursuant to Options ("Optioned
         Shares") may consist, in whole or in part, of authorized and unissued
         Shares or Shares in the Corporation's treasury. All Options granted
         under the Plan shall be non-qualified options not entitled to special
         tax treatment under Section 422 of the Internal Revenue Code of 1986,
         as amended.

            (b) Option Exercise Price. The exercise price per Share ("Option
         Price") of the Option shall be 100% of the Fair Market Value of a Share
         on the business day immediately preceding the date of grant. "Fair
         Market Value" as of any date shall be the last reported sale price,
         regular way, of the Shares on any day or, in case no such reported sale
         takes place on such day, the average of the reported closing bid and
         asked prices, regular way, in either case on the principal national
         securities exchange on which the Shares are listed or, if the Shares
         are not listed on a national securities exchange and are listed on the
         NASDAQ Stock Market, the sale price determined in the same fashion or,
         if the Shares are not so listed on any of the foregoing, the average of
         the bid and asked prices on such day as furnished by dealers in the
         Shares in the over-the-counter market. If there is no established
         trading market for the shares, then fair market value shall be the
         appraised value as determined by the Committee. Options granted during
         1996 shall have an exercise price of $10 per share. All calculations of
         the current market price shall be made to the nearest cent.

            (c) Term of Option. Each Option shall expire ten (10) years from the
         date of grant.

            (d) Exercise of Option. Each Option granted to (i) a newly elected
         Non-Employee Director shall be exercisable six months after its date
         of grant and (ii) a reelected Non-Employee Director shall be
         exercisable one year from its date of grant, provided that such
         Director shall have then satisfied the rules and regulations with
         respect to the Plan adopted by the Committee.

            (e) Manner of Exercise. An exercisable Option, or any exercisable
         portion thereof, may be exercised solely by delivery to the Secretary
         of the Corporation at his or her office of all of the following:

                i) Notice in writing signed by the Optionee or other person then
            entitled to exercise an Option or portion thereof, stating that the
            Option or portion is exercised, such notice complying with all
            applicable rules established by the Committee;

                ii) Such representations and documents as the Committee, in its
            absolute discretion, deems necessary or advisable to effect
            compliance with all applicable provisions of the Federal Securities
            Act of 1933, as

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            amended ("Federal Securities Act"), and any other Federal or state
            securities laws or regulations. The Committee may, in its absolute
            discretion, also take whatever action it deems appropriate to effect
            such compliance, including without limitation, placing legends on
            share certificates and issuing stop-transfer orders to transfer
            agents and registrars; and

                iii) Full cash payment of the Option Price for the Optioned
            Shares with respect to which such Option or portion is thereby
            exercised and which are to be delivered to him or her pursuant to
            such exercise. At any time the shares are tradeable in an
            established securities market, such payment need not accompany the
            written notice of exercise if the Optionee, either (a) in the notice
            of exercise directs that the stock certificate or certificates for
            the Optioned Shares as to which the Option is exercised be delivered
            to a broker-dealer registered with the Securities and Exchange
            Commission that is a member of the New York Stock Exchange or any
            other broker-dealer acceptable to the Committee, as the agent for
            the Optionee, which broker-dealer delivers to the Corporation its
            unconditional and irrevocable undertaking that, at the time such
            stock certificate or certificates are delivered, such broker-dealer
            will pay to the Corporation an amount in cash equal to such payment,
            plus the amount ("withholding amount") of all federal, state and/or
            local taxes of any kind which the Corporation is required to
            withhold with respect to the exercise of the Option or (b) furnish
            with said notice (i) Shares (endorsed in favor of the Corporation)
            having a Fair Market Value equal to the amount of such payment or
            (ii) instructions that the Corporation withhold from the Optioned
            Shares to be delivered a number of Optioned Shares having a fair
            market value equal to the Option Price, plus (in each case), if the
            Board of Directors shall approve, the withholding amount.

            (f) Conditions to Issuance of Stock Certificates. The Corporation
         shall not be required to issue or deliver any certificate or
         certificates for Optioned Shares prior to fulfillment of all of the
         following conditions:

                i) The completion of any registration or other qualification of
            such Shares under any Federal or state law or under the rulings or
            regulations of the Securities and Exchange Commission or any other
            governmental regulatory body, which the Corporation shall, in its
            absolute discretion, deem necessary or advisable;

                ii) The obtaining of any approval or other clearance from any
            state or federal governmental agency which the Corporation shall, in
            its absolute discretion, determine to be necessary or advisable;

                iii) The provision for any income tax withholding which the
            Corporation shall, in its absolute discretion, determine to be
            necessary or advisable; and

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                iv) The lapse of such reasonable period of time following the
            exercise of the Option as the Corporation may determine, in its
            absolute discretion, from time to time to be necessary or advisable
            for reasons of administrative convenience.

            (g) Rights as Stockholders. An Optionee shall not be, nor have any
         of the rights of, a stockholder of the Corporation in respect to any
         shares of Common Stock which may be purchased upon the exercise of any
         option or portion thereof unless and until certificates representing
         such shares have been issued by the Corporation.

            (h) Non-transferability. An Option shall be non-assignable and
         non-transferable by a Non-Employee Director other than by will or the
         laws of descent and distribution. A Non-Employee Director shall forfeit
         any Option assigned or transferred, voluntarily or involuntarily, other
         than as permitted under this subsection. An Option may be exercised
         during the Non-Employee Director's lifetime only by such person or his
         or her guardian or legal representative.

            (i) Forfeiture. If a Non-Employee Director ceases to be a Director
         for any reason, any non-vested Options, or non-vested portion of
         options, of the Non- Employee Director shall forfeit and shall never be
         exercisable.

         5. Adjustments. In the event of a stock dividend or stock split, or
combination or other reduction in the number of issued Shares, a merger,
consolidation, reorganization, recapitalization, sale or exchange of
substantially all assets or dissolution of the Corporation, then appropriate
adjustments shall be made in the shares and number of Shares subject to and
authorized by this Plan and the Option prices specified, in order to prevent
dilution or enlargement of the rights of the Non-Employee Directors under the
Plan.

         6. Amendment of the Plan. The Board of Directors may suspend or
terminate the Plan or any portion thereof at any time, and the Board of
Directors or the Committee may amend the Plan from time to time as may be deemed
to be in the best interests of the Corporation; provided, however, that no such
amendment, alteration or discontinuation shall be made (a) that would impair the
rights of a Non-Employee Director with respect to Options theretofore awarded,
without such person's consent, or (b) without the approval of the stockholders
if such approval is necessary to comply with any legal, tax or regulatory
requirement, including any approval requirement which is a prerequisite for
exemptive relief from Section 16(b) of the Securities Exchange Act of 1934, as
amended.

         7. Miscellaneous Provisions. Neither the Plan nor any action taken
hereunder shall be construed as giving any Non-Employee Director any right to be
nominated for re-election to the Board.

         8. Effective Date and Duration of Plan. The Plan shall be effective
immediately. No awards shall be made hereunder after December 31,
2010.

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