ADDENDUM XII
                                       TO
                       SPRINT PCS MANAGEMENT AGREEMENT AND
                          SPRINT PCS SERVICES AGREEMENT

      AMENDING THESE AGREEMENTS FURTHER AND RESTATING CERTAIN PARAGRAPHS IN
                              ADDENDA I THROUGH XI

                               DATED JUNE 14, 2004


MANAGER: TEXAS TELECOMMUNICATIONS, LP

SERVICE AREA BTAS:      ABILENE, TX # 3
                        ALBUQUERQUE, NM # 8
                        AMARILLO, TX # 13
                        CARLSBAD, NM # 68
                        EAGLE PASS, TX #121
                        EL PASO, TX # 128
                        FARMINGTON, NM-DURANGO, CO # 139
                        FLAGSTAFF, AZ # 144
                        GALLUP, NM # 162
                        GRAND JUNCTION, CO # 168
                        LAREDO, TX #242
                        LAS CRUCES, NM # 244
                        LUBBOCK, TX # 264
                        MIDLAND, TX # 296
                        ODESSA, TX # 327
                        PHOENIX, AZ # 347 (NAVAJO COUNTY, AZ)
                        PRESCOTT, AZ # 362
                        PUEBLO, CO # 366
                        ROSWELL, NM #386
                        SAN ANGELO, TX # 400
                        SANTA FE, NM # 407

EXPANSION SERVICE AREA BTAS:

                        BIG SPRING, TX # 40
                        CLOVIS, NM #87
                        COLORADO SPRINGS, CO # 89 (PORTION OF EL PASO COUNTY)
                        EL CENTRO-CALEXICO, CA # 124
                        HOBBS, NM # 191
                        LAS VEGAS, AZ # 245 (PORTION OF MOHAVE COUNTY)
                        PHOENIX, AZ # 347 (PORTION OF MARICOPA AND PINAL COUNTY)
                        SAN DIEGO, CA # 402 (PORTION OF SAN DIEGO COUNTY)
                        SIERRA VISTA-DOUGLAS, AZ # 420



                        TUCSON, AZ # 447 (PORTION OF PIMA COUNTY)
                        YUMA, AZ # 486

     This Addendum XII (this "ADDENDUM") contains amendments to the Sprint PCS
Management Agreement, the Sprint PCS Services Agreement, the Sprint Trademark
and Service Mark License Agreement and the Sprint Spectrum Trademark and Service
Mark License Agreement, each of which was entered into on December 23, 1999 by
the same parties to this Addendum.

     The Management Agreement, Services Agreement and Trademark License
Agreements were amended by:

     (1)  Addendum I dated December 23, 1999,
     (2)  Addendum II dated February 3, 2000,
     (3)  Addendum III dated April 25, 2000,
     (4)  Addendum IV dated June 23, 2000,
     (5)  Addendum V dated January 31, 2001,
     (6)  Addendum VI dated February 14, 2001,
     (7)  Addendum VII dated March 30, 2001,
     (8)  Addendum VIII dated July 19, 2002,
     (9)  Addendum IX dated November 29, 2002,
     (10) Addendum X dated September 12, 2003, and
     (11) Addendum XI dated March 26, 2004.

     The purposes of this Addendum are to (1) amend the Management Agreement,
the Services Agreement, the Trademark License Agreements and the Schedule of
Definitions and restate those paragraphs in the addenda executed previously that
amend the Management Agreement, the Services Agreement, the Trademark License
Agreements and the Schedule of Definitions (see section A below), and (2)
provide cross-references to those paragraphs in addenda executed previously that
are not restated in this Addendum (see section B below).

     The terms and provisions of this Addendum control over any conflicting
terms and provisions contained in the Management Agreement, the Services
Agreement, the Trademark License Agreements and the Schedule of Definitions. The
Management Agreement, the Services Agreement, the Trademark Licenses Agreements,
the Schedule of Definitions and all prior addenda continue in full force and
effect, except for express modifications made in this Addendum. This Addendum
does not change the effective date of any prior amendment made to the Management
Agreement, the Services Agreement, the Trademark License Agreements or the
Schedule of Definitions through previously executed addenda.

     Capitalized terms used and not otherwise defined in this Addendum have the
meaning ascribed to them in the Schedule of Definitions or in prior addenda.
Section and Exhibit references are to sections and Exhibits of the Management
Agreement unless otherwise noted.


                                       2


     The parties entered into Addendum XI dated March 26, 2004, but the parties
acknowledge that Addendum XI is superseded in its entirety by this Addendum. The
parties are executing this Addendum as of the date noted above, but this
Addendum becomes effective on (the "EFFECTIVE DATE") either (1) March 1, 2004,
if the parties execute all of the following addenda by June 14, 2004:

     o    Alamosa Missouri, LLC Addendum XII,

     o    Alamosa Wisconsin Limited Partnership Addendum XI,

     o    Southwest PCS, L.P. Addendum VII,

     o    Texas Telecommunications, LP Addendum XII, and

     o    Washington Oregon Wireless LLC Addendum VIII.

or (2) the first calendar day of the first calendar month after the above
addenda are executed if the parties execute the above addenda after June 14,
2004.

     On the Effective Date the Management Agreement, the Services Agreement, the
Trademark License Agreements and the Schedule of Definitions are amended and
restated as follows:

A.   NEW AMENDMENTS AND RESTATEMENT OF PREVIOUS AMENDMENTS TO SPRINT PCS
     AGREEMENTS.

                              MANAGEMENT AGREEMENT

     1. VENDOR PURCHASE AGREEMENTS - SOFTWARE FEES [ADDM XI,SS.1; REVISED BY
THIS ADDENDUM]. Section 1.3 is amended to read as follows:

          Insert: "1.3.1 DISCOUNTED VOLUME-BASED PRICING." before the first
     paragraph.

          Insert: "1.3.2 SUBSCRIBER AND INFRASTRUCTURE EQUIPMENT." before the
     second paragraph.

          Insert: "1.3.3 EXCLUSIVE USE." before the third paragraph.

          Add a new section 1.3.4 as follows:

     1.3.4 SOFTWARE FEES.

          (a) Manager acknowledges that Sprint PCS administers the testing and
     implementation of the Software (i.e., pushing of the Software) into the
     Service Area Network.


                                       3


          (b) Sprint PCS, when obtaining software for its own use that is
     identical to the Software, will use commercially reasonable efforts to
     obtain a license from vendors providing for the right of Manager to use the
     Software in connection with telecommunications equipment manufactured by
     the vendor (collectively the software obtained by Sprint PCS for its own
     use and the Software that operates on telecommunications equipment
     manufactured by the vendor are for purposes of this section 1.3.4, the
     "VENDOR SOFTWARE"; when the term "Vendor Software" is used with respect to
     Manager, it means only the Software, and not the software used only by
     Sprint PCS).

          (c) Manager will arrange independently with the vendor to obtain a
     license if Sprint PCS cannot reasonably obtain a license for Manager. Any
     license that Manager obtains from a vendor must require the Vendor Software
     to be tested in Sprint PCS test beds by Sprint PCS and require Sprint PCS,
     not the vendor or Manager, to push the Vendor Software to the Service Area
     Network unless Sprint PCS otherwise consents in advance in writing. Sprint
     PCS agrees to test the Vendor Software in Sprint PCS test beds within a
     reasonable period after Manager reasonably requests the tests in writing.

          (d) Sprint PCS will:

                    (i) notify Manager in writing at least 60 days before the
               date of an automatic renewal of, or Sprint PCS' unilateral act to
               renew or extend, an agreement that provides Sprint PCS the right
               to use the Vendor Software, or

                    (ii) use reasonable efforts to notify Manager in writing
               before the date Sprint PCS intends to start negotiations with a
               vendor regarding extension, renewal, pricing or other material
               terms relating to Sprint PCS' and Manager's right to use the
               Vendor Software (whether for new Software or renewal of an
               existing license), and at least 60 days before the date Sprint
               PCS executes an agreement, extension or renewal.

          The notice by Sprint PCS will include the material terms and
     conditions of any such agreement or negotiations to the extent known at the
     time of the notice, including the network elements to be covered by the
     right to use the Vendor Software. Manager must notify Sprint PCS in writing
     within 30 days after receiving the notice described in the first sentence
     of this section 1.3.4(d) if Manager wants Sprint PCS to attempt to obtain
     or continue the right for Manager to use the Vendor Software. Sprint PCS
     will renew or negotiate the agreement as if Manager will not be a user of
     the Vendor Software if Manager does not provide notice to Sprint PCS within
     the 30-day period. However, Sprint PCS may obtain pricing from the vendor
     for the Vendor Software that includes Manager as a user if obtaining the
     pricing does not obligate Manager to be a user.


                                       4


          Sprint PCS will advise Manager upon Manager's reasonable request of
     the status of the Software negotiations if Manager requested Sprint PCS to
     obtain or continue the right for Manager to use the Vendor Software under
     Sprint PCS' agreement with the vendor. Sprint PCS will use commercially
     reasonable efforts to give Manager notice of the final pricing for the
     right to use the Vendor Software no less than 20 days before the expected
     execution or renewal of the agreement; provided that, in any event, Sprint
     PCS will give Manager notice of the final pricing no less than 3 Business
     Days before the expected execution or renewal of the agreement. If
     necessary, Manager agrees to use commercially reasonable efforts to enter
     into a nondisclosure agreement with the vendor to facilitate providing such
     final pricing to Manager.

          Manager may give Sprint PCS notice by the time set forth in Sprint
     PCS' notice to Manager (which time will not be less than 10 Business Days)
     that Manager does not intend to use the Vendor Software through the
     agreement between Sprint PCS and the vendor. If Manager does not give this
     final notice to Sprint PCS, Manager is deemed to agree to be a user of the
     Vendor Software through the agreement between Sprint PCS and the vendor and
     will pay the Allocable Software Fee (as defined below). Within 15 Business
     Days after execution of an agreement between Sprint PCS and the vendor,
     Sprint PCS will provide to Manager a forecast of Manager's Allocable
     Software Fee, the estimated payment due dates relating to the Allocable
     Software Fee, and the proportion of Manager's Allocable Software Fee
     forecast to be due on each payment due date.

          Sprint PCS does not have to obtain a license for Vendor Software for
     Manager, even if Manager requests Sprint PCS to obtain such license, if at
     any time before execution of the agreements granting the license Sprint PCS
     reasonably believes that Manager is more likely than not to unreasonably
     refuse to pay the Allocable Software Fee or Sprint PCS reasonably believes
     that the Manager is in such financial condition that Manager is more likely
     than not to be unable to pay the Allocable Software Fee.

          If Manager accepts the Vendor Software, Sprint will give Manager,
     Manager's proportional share of (i) any cash benefits relating specifically
     to the Vendor Software that Sprint PCS obtains from the vendor, and (ii) to
     the extent reasonably able to be made available to Manager, other benefits,
     including training, relating specifically to the Vendor Software.

          (e) Sprint PCS will pay all Software Fees relating to the Vendor
     Software to the vendor if Sprint PCS obtains a license from the vendor that
     provides Manager the right to use the Vendor Software and Manager agrees to
     pay any applicable Allocable Software Fee in accordance with this section
     1.3.4(e). Manager will be deemed to agree to pay any applicable Allocable
     Software Fee if both:


                                       5


               (i) Manager has not taken the action described in paragraph (d)
          above to decline obtaining the right to use the Vendor Software
          through the agreement between Sprint PCS and the vendor, and

               (ii) Sprint PCS obtains a license providing for the right of
          Manager to use the Vendor Software.

          Manager will pay Sprint PCS the Allocable Software Fee within 30 days
     after receipt of an invoice. Sprint PCS will invoice Manager only after
     Sprint PCS pays the underlying Software Fee to the vendor. The Allocable
     Software Fee will not include any amount for Software that is the same as
     or functionally equivalent to any Software (y) that is a component of any
     service for which a fee is charged under the Services Agreement or (z) for
     which Sprint PCS otherwise charges Manager under this agreement.

          Sprint PCS will calculate the "ALLOCABLE SOFTWARE FEE" as follows:

               For each vendor, multiply:

                    (i) the Total Software Cost of the Software Fees
               attributable to the Vendor Software for which Sprint PCS has
               obtained for itself, Manager and Other Managers a license or
               other right to use, by

                    (ii) the quotient of:

                         (A) the number of Customers and Reseller Customers with
                    an NPA-NXX assigned to the Service Area that are assigned to
                    a system using the Vendor Software, as reported in the most
                    recent monthly report that Sprint PCS issues before the date
                    that Sprint PCS prepares an Allocable Software Fee invoice,
                    divided by:

                         (B) the number of Customers and Reseller Customers that
                    are assigned to all systems using the Vendor Software, as
                    reported in the most recent monthly report that Sprint PCS
                    issues before the date that Sprint PCS prepares an Allocable
                    Software Fee invoice.

          (f) Sprint PCS will include with the invoice for the Allocable
     Software Fee a list of the component charges, if available from the Vendor.
     The Software Fees that Sprint PCS pays to the vendor will reflect rates no
     greater than commercial rates negotiated at arms' length. For purposes of
     clarification, the parties acknowledge the vendor may insist on a
     comprehensive fee without listing


                                       6


     each component, but rather asserting that the fee covers all software
     necessary to operate the equipment. But Sprint PCS will provide to Manager
     a description of all the features and functionality in reasonable detail
     for all Software for which Manager is to pay an Allocable Software Fee.

          (g) Manager will not be charged the Allocable Software Fee for the
     Vendor Software after Manager:

               (i) notifies Sprint PCS in writing within the periods allowed in
          section 1.3.4(d) that Manager declines to have Sprint PCS obtain a
          right for Manager to use the Vendor Software or that it does not
          intend to use the Vendor Software,

               (ii) obtains its own license providing for Manager's right to use
          the Vendor Software, and

               (iii) complies with the requirements of section 1.3.4(h).

          (h) Manager will obtain its own license providing for Manager's right
     to use the Vendor Software from the vendor if Manager elects not to have
     Sprint PCS attempt to obtain a right for Manager to use the Vendor Software
     under section 1.3.4(d). Manager will notify Sprint PCS in writing and
     deliver to Sprint PCS within 10 Business Days after Manager's execution of
     Manager's separate license, a signed document from the vendor confirming
     that:

               (i) the vendor has provided Manager a separate license for the
          necessary software and the term of that license, which term with
          appropriate renewal rights, must be at least as long as the license
          Sprint PCS has from the vendor,

               (ii) the fees paid by Manager to the vendor reflect commercial
          rates negotiated at arms' length,

               (iii) the Vendor Software covered by Manager's license provides
          the usage and functionality necessary for Manager to operate the
          Service Area Network in compliance with the Sprint PCS Technical
          Program Requirements, and

               (iv) the Vendor Software may be tested in Sprint PCS test beds by
          Sprint PCS and will be pushed to the Service Area Network by Sprint
          PCS, not the vendor or Manager, unless Sprint PCS otherwise consents
          in advance in writing. Sprint PCS agrees to test the Vendor Software


                                       7


          in Sprint PCS test beds within a reasonable period after Manager
          reasonably requests in writing.

     2. INTERCONNECTION [ADDM XI,SS.2]. Section 1.4 is amended and restated in
its entirety to read as follows:

          If Manager desires to interconnect a portion of the Service Area
     Network with another carrier and Sprint PCS can interconnect with that
     carrier at a lower rate, then to the extent that applicable laws, tariffs
     and agreements permit, Sprint PCS will use commercially reasonable efforts
     to arrange for the interconnection under its agreements with the carrier
     within a commercially reasonable period. Sprint PCS will bill the
     interconnection fees to Manager at actual cost.

     3. FORECASTING [ADDM XI,SS.3]. Section 1.6 is amended and restated in its
entirety to read as follows:

          1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to
     generate mutually acceptable forecasts of important business metrics that
     they agree upon. The forecasts are for planning purposes only and do not
     constitute either party's obligation to meet the quantities forecast.

     4. FINANCING PLAN [ADDM I,SS.5 AND ADDM XI,SS.4; REVISED BY THIS ADDENDUM].

          (a) Section 1.7 is amended to read as follows:

          1.7 FINANCING. The construction and operation of the Service Area
     Network requires a substantial financial commitment by Manager. The manner
     in which Manager will finance the build-out of the Service Area Network and
     provide the necessary working capital to operate the business is described
     in detail on Exhibit 1.7. Manager will allow Sprint PCS an opportunity to
     review before filing any registration statement or prospectus or any
     amendment or supplement thereto and before distributing any offering
     memorandum or amendment or supplement thereto, and agrees not to file or
     distribute any such document if Sprint PCS reasonably objects in writing on
     a timely basis to any portion of the document that refers to Sprint PCS,
     its Related Parties, their respective businesses, this agreement or the
     Services Agreement.

          (b) Section 5(b) of Addendum I is deleted.

          (c) Exhibit 1.7 attached to Addendum XI replaces Exhibit 1.7 attached
     to Addendum VII.

     5. INFORMATION [ADDM XI,SS.5]. A new section 1.9 is added to the Management
Agreement.


                                       8


          1.9 ACCESS TO INFORMATION.

               1.9.1 NETWORK OPERATIONS.Manager and Sprint PCS will have access
          to, and may monitor, record or otherwise receive, information
          processed through equipment, including switches, packet data switching
          nodes and cell site equipment, that relates to the provision of Sprint
          PCS Products and Services or to the provision of telecommunications
          services to Reseller Customers in the Service Area Network, if the
          access, monitoring, recording or receipt of the information is
          accomplished in a manner that:

                    (i) Does not unreasonably impede Manager or Sprint PCS from
               accessing, monitoring, recording or receiving the information,

                    (ii) Does not unreasonably encumber Manager's or Sprint PCS'
               operations (including, without limitation, Sprint PCS' real-time
               monitoring of the Sprint PCS Network status, including the
               Service Area Network),

                    (iii) Does not unreasonably threaten the security of the
               Sprint PCS Network,

                    (iv) Does not violate any law regarding the information,

                    (v) Complies with technical requirements applicable to the
               Service Area Network,

                    (vi) Does not adversely affect any warranty benefiting
               Manager or Sprint PCS (e.g., software warranties), and

                    (vii) With respect to the information processed through
               Manager's equipment, including its switches, does not result in a
               material breach of any agreement regarding the information (e.g.,
               national security agreements).

          Sprint PCS and Manager will immediately notify the other party and
     reasonably cooperate to establish new procedures for allowing both Manager
     and Sprint PCS to access, monitor, record and receive the information in a
     manner that meets the criteria in clauses (i) through (vii) above if either
     Manager or Sprint PCS reasonably determines that the other party is
     accessing, monitoring, recording or receiving the information described in
     this section 1.9.1 in a manner that does not meet the criteria in clauses
     (i) through (vii) above.


                                       9


          Manager owns the information regarding the performance of its
     equipment. Each of Manager and Sprint PCS may use the information obtained
     under this section 1.9.1 for any reasonable internal business purpose,
     during the term of and after termination of this agreement, the Services
     Agreement and the Trademark License Agreements, so long as the use would be
     in accordance with those agreements if those agreements were still in
     effect.

          1.9.2 CUSTOMER INFORMATION. Manager is entitled to receive information
     Sprint PCS accesses, monitors, records or receives concerning the Service
     Area Network or the Customers with NPA-NXXs assigned to Manager's Service
     Area, subject to the terms of this section 1.9.2 and section 1.9.3 and
     Manager's compliance with CPNI requirements and any other legal
     requirements applicable to the information.

          Sprint PCS will provide the information in the format that Manager
     requests at no additional charge to Manager if Sprint PCS accesses,
     monitors, records, receives or reports for its own use the information
     specific to Manager that Manager requests in the same format as Manager
     requests. Sprint PCS will use commercially reasonable efforts to provide
     the information within 5 Business Days.

          Sprint PCS will provide the information in the format that Manager
     requests if Sprint PCS accesses, monitors, records, receives or reports for
     its own use the information that Manager requests, but not in the same
     format that Manager requests, if Manager agrees to pay or reimburse Sprint
     PCS for the costs Sprint PCS reasonably incurs. Sprint PCS will use
     commercially reasonable efforts to provide the requested information within
     15 Business Days.

          If Sprint PCS accesses, monitors, records or receives the information
     requested by Manager, but not in the same format that Manager requests,
     then Sprint PCS will provide the requested information as raw data, if:

               (i) Sprint PCS chooses not to provide the information as
          described in the preceding paragraph, and

               (ii) Manager agrees to pay or reimburse Sprint PCS for the costs
          Sprint PCS reasonably incurs.

          Sprint PCS will use commercially reasonable efforts to provide the raw
     data within 15 Business Days.

          Sprint PCS owns the information regarding the Customers. Each of
     Manager and Sprint PCS may use the information obtained under


                                       10


     this section 1.9.2 during the term of and after termination of this
     agreement, the Services Agreement and the Trademark License Agreements so
     long as the use would be in accordance with those agreements if those
     agreements were still in effect.

          1.9.3 LIMITATIONS AND OBLIGATIONS. Sprint PCS does not have to provide
     any information that Manager reasonably requests under this agreement or
     the Services Agreement that:

               (i) Manager can obtain itself in accordance with section 1.9.1
          (if Sprint PCS has provided Manager with any necessary specifications
          requested by Manager as to how to obtain the information), unless
          Sprint PCS already has the information in its possession and has not
          previously delivered it to Manager,

               (ii) Sprint PCS no longer maintains,

               (iii) Manager has already received from Sprint PCS or its Related
          Parties,

               (iv) Sprint PCS does not access, monitor, record, receive or
          report, or

               (v) Sprint PCS must make system modifications to provide the raw
          data, including without limitation modifying or adding data fields or
          modifying code.

          Sprint PCS will provide Manager a copy of the then-current Sprint PCS
     document retention policy from time to time upon reasonable request.

          1.9.4 CONTRACTS. Sprint PCS will disclose to Manager the relevant
     terms and conditions of any agreement between Sprint PCS and any third
     party:

               (i) with which Manager must comply, directly or indirectly, under
          the Management Agreement, the Services Agreement or any Program
          Requirement,

               (ii) from which Manager is entitled to any benefit, or

               (iii) that relate to any pass-through amounts that Sprint PCS
          charges Manager under this agreement or Settled-Separately Manager
          Expenses under the Services Agreement.


                                       11


     In each case Sprint PCS' disclosure will be in sufficient detail to enable
     Manager to determine the obligations or benefits with which Manager must
     comply or benefit or the charges or expenses to be paid by Manager. Sprint
     PCS may provide to Manager copies of the agreements or the relevant terms
     and conditions of such agreements in electronic format upon notice to
     Manager, including by posting the copies or relevant terms and conditions
     to a secure website to which Manager has access. Once each calendar year
     and from time to time when a change is effected to any relevant term or
     condition, Manager may request copies of the agreements that are not posted
     to the secure website or whose relevant terms and conditions are not posted
     to the secure website.

     Sprint PCS will provide a copy of the agreement to Manager to the extent
     permissible by the terms of the agreement. Sprint PCS will allow Manager or
     its representatives to review a copy of the agreement to the extent
     permissible by the agreement if the agreement prohibits Sprint PCS from
     providing Manager a copy. Sprint PCS will satisfy the requirements of this
     section 1.9.4 if it chooses to provide a copy of the agreement in
     electronic form on a server that Sprint PCS designates. Sprint PCS will use
     commercially reasonable efforts to obtain the right from the third party,
     if required, to provide a complete copy to Manager of any agreement between
     Sprint PCS and any third party of the type described in this section 1.9.4.

     6. MOST FAVORED NATION [ADDM XI,SS.6; REVISED BY THIS ADDENDUM]. A new
section 1.10 is added to the Management Agreement:

          1.10 SUBSEQUENT AMENDMENTS TO OTHER MANAGERS' MANAGEMENT AGREEMENTS
     AND SERVICES AGREEMENTS. Manager has the right to amend the terms in its
     Management Agreement and Services Agreement as described in this section
     1.10 if during the period beginning on the date of this Addendum and ending
     December 31, 2006, any of the terms of a 3M-pops Manager's Management
     Agreement or Services Agreement are amended in any manner for any reason to
     be more favorable to the 3M-pops Manager than the terms of Manager's
     Management Agreement or Services Agreement are to Manager, subject to the
     following:

               (a) All of the Alamosa Managers must elect to accept all, but not
          less than all, of the terms of the 3M-pops Manager's Management
          Agreement and Services Agreement agreed to since the Effective Date
          (including accepting existing terms that relate to the changes or
          terms that were previously changed and not previously accepted by
          Manager but that remain a part of the latest version of the 3M-pops
          Manager's agreement) (collectively, but excluding the changes
          described in paragraphs (b) and (c) below, the "OVERALL CHANGES"),


                                       12


               (b) Manager will not be required to accept any changes involving
          payment of specific disputed amounts arising under the Management
          Agreement or Services Agreement of the 3M-pops Manager, and

               (c) No amendments in Manager's Management Agreement and Services
          Agreement will be made to reflect changes made in a 3M-pops Manager's
          Management Agreement and Services Agreement if such changes are:

                    (i) made solely because the 3M-pops Manager owns spectrum on
               which all or a portion of its network operates, unless the
               3M-pops Manager acquired this spectrum from Sprint PCS or its
               Related Parties after the Effective Date, or

                    (ii) compelled by a law, rule or regulation that applies to
               the 3M-pops Manager, but not to Manager, or

                    (iii) made solely to modify the build-out plan.

          Sprint PCS will prepare and deliver to Manager either an addendum
     containing the Overall Changes that have been made to the 3M-pops Manager's
     agreements in all of its addenda or copies of the 3M-pops Manager's amended
     and restated Management Agreement, Services Agreement and Trademark License
     Agreements (in each case redacted to protect the identity of the 3M-pops
     Manager) within 10 Business Days after the later of the effective date
     expressly stated in the addendum or other instrument containing these
     changes and the date of the addendum or other instrument. Manager then has
     30 days to notify Sprint PCS that Manager wants the Overall Changes.

          If Manager does not notify Sprint PCS in this 30-day period in writing
     that it wants the Overall Changes, no changes will be made in the
     agreements between Manager and Sprint PCS and Manager will be deemed to
     have waived its rights under this section 1.10 with respect to the Overall
     Changes.

          If Manager notifies Sprint PCS within the 30-day time period in
     writing that it wants the Overall Changes, Sprint PCS will prepare, execute
     and deliver to Manager an addendum reflecting the Overall Changes. The new
     addendum will have the same effective date as the addendum or the restated
     Management Agreement, Services Agreement and Trademark License Agreements
     between Sprint PCS and the 3M-pops Manager that gave rise to the new
     addendum. For purposes of clarification, if the addendum or other
     instrument between Sprint PCS and


                                       13


     the 3M-pops Manager provides or defines a specific date that is the
     effective date of that addendum or other instrument then the effective date
     of the new addendum will be the same as that specific date. Manager will
     have 15 days to review the new addendum and notify Sprint PCS if Manager
     determines any inaccuracies are reflected in the new addendum. Sprint will
     correct those inaccuracies and provide a corrected new addendum to Manager
     within 10 Business Days after Manager's notification.

          No changes will be made in the agreements between Manager and Sprint
     PCS if all the Alamosa Managers do not execute and return their respective
     signed addenda within 30 days after receipt of the signed addenda (or the
     corrected signed addenda, if applicable, pursuant to the previous
     paragraph), in which case Manager will be deemed to have waived its rights
     under this section 1.10 with respect to the Overall Changes contained in
     the addendum presented.

          If Manager and Sprint PCS disagree as to whether the terms of the
     signed addendum accurately reflect the Overall Changes, then the parties
     will submit to binding arbitration in accordance with section 14.2,
     excluding the escalation process set forth in section 14.1. If the arbiter
     rules in favor of Manager, then Sprint PCS will make changes to the signed
     addendum that are necessary to reflect the arbiter's ruling and submit the
     revised signed addendum to Manager within 10 days after receipt of the
     arbiter's ruling. If the arbiter rules in favor of Sprint PCS, then Manager
     will execute the signed addendum as proffered to Manager within 10 days
     after Manager's receipt of the arbiter's ruling.

          The parties acknowledge that Sprint PCS can disclose to Manager who
     the 3M-pops Manager is that gave rise to the proposed addendum only if the
     3M-pops Manager agrees to the disclosure.

     7. MODIFICATION OF BUILD-OUT PLAN [ADDM IX, SS.2]. Exhibit 2.1 Build-Out
Plan Table and the Build-Out Plan Map are replaced by the Exhibit 2.1 Build-Out
Plan Table and Build-Out Plan Map attached to Addendum IX.

     8. CONTINGENT COVERAGE AREA [ADDM VIII,SS.2 AND ADDM XI,SS.8]. Section 2.1
is supplemented with the following language:

          2.1.1 DESCRIPTION OF CONTINGENT COVERAGE AREA. Manager is not required
     to build out the following partial BTA:

               (a) within the Las Vegas, Nevada BTA, along U.S. Highway 93 from
          the Dolan Springs County Highway 25 interchange northwest to meet
          Sprint PCS coverage of Boulder City, Nevada (the "HOOVER DAM
          CONTINGENT COVERAGE AREA");


                                       14


               (b) within the Las Vegas, Nevada BTA, along U.S. Highway 95 from
          the Parker Dam south to the Phoenix, Arizona BTA border (the "PARKER
          DAM CONTINGENT COVERAGE AREA"); and

               (c) within the San Diego, California BTA, along I-8 west from the
          El Centro-Calexico BTA border to Sprint PCS San Diego coverage (the
          "SAN DIEGO COUNTY CONTINGENT COVERAGE AREA").

          2.1.2 BUILD-OUT AND OPERATIONAL AND NETWORK READINESS.

               (a) If Sprint PCS sends notice to Manager of a commitment to
          build out along US Highway 93 in the Las Vegas, Nevada BTA to Hoover
          Dam, Manager will have fourteen (14) months from the date Manager
          receives the notice to build out and achieve "Operational and Network
          Readiness," as defined below, for the Hoover Dam Contingent Coverage
          Area.

               (b) If Sprint PCS sends notice to Manager of a commitment to
          build out along US Highway 95 in the Phoenix, Arizona BTA to Parker
          Dam at the Las Vegas, Nevada BTA border, Manager will have fourteen
          (14) months from the date Manager receives the notice to build out and
          achieve Operational and Network Readiness for the Parker Dam
          Contingent Coverage Area.

               (c) If Sprint PCS sends notice to Manager of a commitment to
          build out along I-8 in the San Diego, California BTA, Manager will
          have fourteen (14) months from the date Manager receives the notice to
          build out and achieve Operational and Network Readiness for the San
          Diego County Contingent Coverage Area.

     "OPERATIONAL AND NETWORK READINESS" and "OPERATIONAL AND NETWORK READY"
     mean that Manager has (i) met all Program Requirements (which includes, but
     is not limited to, completion of test plans, coverage definition,
     assessment of site readiness, network optimization and operational and
     systems readiness) and (ii) received Sprint PCS' approval to launch each of
     the cell sites within either the Hoover Dam Contingent Coverage Area, the
     Parker Dam Contingent Coverage Area or the San Diego County Contingent
     Coverage Area, as applicable.

     9. EXCLUSIVITY OF SERVICE AREA [ADDM VI,SS.6]. In section 2.3 and the
Schedule of Definitions, the phrase "wireless mobility communications network"
is replaced by the phrase "Wireless Mobility Communications Network".


                                       15


     10. COVERAGE ENHANCEMENT [ADDM I,SS.1 AND ADDM XI,SS.10]. Section 2.5 is
replaced by the following language:

          2.5 MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW COVERAGE BUILD-OUT.
     Sprint PCS grants to Manager the right of first refusal to build-out New
     Coverage. Sprint PCS will give to Manager a written notice of a New
     Coverage within the Service Area that Sprint PCS decides should be
     built-out. Manager must communicate to Sprint PCS within 90 days after
     receipt of the notice whether it will build-out the New Coverage.

          If Manager decides to build-out the New Coverage then Manager and
     Sprint PCS will diligently negotiate and execute an amendment to the
     Build-out Plan and proceed as set forth in sections 2.1 and 2.2. The
     amended Build-out Plan will contain critical milestones that provide
     Manager a commercially reasonable period in which to implement coverage in
     the New Coverage. In determining what constitutes a "commercially
     reasonable period" as used in this paragraph, the parties will consider
     several factors, including local zoning processes and other legal
     requirements, weather conditions, equipment delivery schedules, the need to
     arrange additional financing, and other construction already in progress by
     Manager. Manager will construct and operate the network in the New Coverage
     in accordance with the terms of this agreement.

          If Manager (i) does not communicate to Sprint PCS within such 90-day
     period that it will build out the New Coverage, (ii) fails to agree with
     Sprint PCS upon the amended Build-Out Plan, or (iii) fails to build-out the
     New Coverage in accordance with the amended Build-Out Plan, then Sprint PCS
     shall be entitled to (A) build-out the New Coverage itself or allow a
     Sprint PCS Related Party to do so, or (B) offer third parties (including
     Other Managers) the right to build-out the New Coverage on terms and
     conditions that are no more favorable than those that were offered to and
     rejected by Manager. If (x) neither Sprint PCS, a Sprint PCS Related Party,
     nor any third party (with respect to such third party, on terms and
     conditions that are no more favorable than those that were offered to and
     rejected by Manager) commits to build-out such New Coverage within 150 days
     of the original communication to Manager with respect thereto, or (y) more
     favorable terms and conditions than those that were offered to and rejected
     by Manager are offered to any third party to build-out the New Coverage,
     then any build-out of such New Coverage shall again be subject to Manager's
     right of first refusal (and, if applicable, on such more favorable terms
     and conditions).

          Sprint PCS has the right, in a New Coverage that it constructs or that
     is constructed by a third party, to manage the network, allow a Sprint PCS
     Related Party to manage the network, or hire a manager to operate the
     network in the New Coverage. Any New Coverage that Sprint PCS or a third
     party builds out is deemed removed from the Service Area and the


                                       16


     Service Area Exhibit is deemed amended to reflect the change in the Service
     Area. If Manager does not exercise its right of first refusal with respect
     to a New Coverage, Manager's right of first refusal does not terminate with
     respect to the remainder of the Service Area.

     11. MICROWAVE RELOCATION [ADDM IX,SS.5]. Section 2.7 is supplemented with
the following language:

          If Manager chooses to offer Sprint PCS Services on the New Spectrum,
     as provided in section 3 of Addendum IX, Sprint PCS will be responsible for
     clearing interfering microwave sources in the New Spectrum, and upon such
     clearing, Manager will reimburse Sprint PCS for any costs incurred by
     Sprint PCS as a result of such clearing, including all cost-sharing
     obligations Sprint PCS has incurred, and Manager will be entitled to
     credits for any cost-sharing reimbursements Sprint PCS may receive that are
     associated with any future links cleared in the New Spectrum.

     12. LONG-DISTANCE PRICING [ADDM XI,SS.12]. Section 6 of Addendum I is
deleted. Additionally, section 3.4 of the Management Agreement is amended and
restated in its entirety to read as follows:

          3.4 IXC SERVICES.

          3.4.1. CUSTOMER LONG DISTANCE. Sprint PCS and Manager will from time
     to time mutually define local calling areas in the Service Areas of Manager
     that Sprint PCS and Manager will use to determine when a customer will be
     billed for a "long distance call" under the applicable rate plan of the
     Customer. The parties acknowledge that these local calling areas (i) may
     change in geographic scope in response to competitive pressures or
     perceived market opportunities, and (ii) may not be able to be changed
     because of regulatory, industry, or system limitations. The parties will
     not use local calling areas to determine "long distance telephony services"
     under section 3.4.2. If the parties cannot agree on the extent of the local
     calling area they will resolve the matter through the dispute resolution
     process in section 14.

          3.4.2. LONG DISTANCE SERVICES

          (a) Required purchase. Manager must obtain (i) long-distance telephony
     services through Sprint PCS or its Related Parties to provide long-distance
     service to users of the Sprint PCS Network and (ii) telephony services
     through Sprint PCS or its Related Parties to connect the Service Area
     Network with the national platforms that Sprint PCS uses to provide
     services to Manager under this agreement or the Services Agreement. The
     term "long distance telephony service" means any inter-


                                       17


     LATA call for purposes of this section 3.4.2 as it relates to long-distance
     telephony services provided to users of the Sprint PCS Network.

          (b) Pricing and procedure. Sprint PCS will purchase for Sprint PCS,
     Manager and Other Managers long-distance telephony services used in the
     Sprint PCS Network from Sprint Communications Company L.P. or its Related
     Parties ("SCCLP"). Sprint PCS will purchase these long-distance telephony
     services at a price and terms at least as favorable to Sprint PCS, Manager
     and the Other Managers (considering Sprint PCS, Manager and the Other
     Managers as a single purchaser) as the best prices and terms SCCLP offers
     to any wholesale customer of SCCLP in similar situations when taking into
     account all relevant factors (e.g., volume, peak/off-peak usage, length of
     commitment). Sprint PCS will pay the invoice from SCCLP, except for items
     that SCCLP directly bills under section 3.4.2(c). Sprint PCS will bill to
     Manager as an activity settled separately under the Services Agreement the
     portion of the fees billed to Sprint PCS that relate to Manager's
     operations and the activity of all Customers and Reseller Customers in the
     Service Area, except for items SCCLP directly bills under section 3.4.2(c).

          If Sprint Corporation no longer has its "PCS" tracking stock, Sprint
     PCS will include the volume of long-distance telephony services of Manager
     and Other Managers with the volume of Sprint PCS when negotiating the
     Sprint PCS rate with the long distance division of Sprint Corporation
     (currently SCCLP). The long distance division will continue to provide
     long-distance telephony services to Sprint PCS for a price and upon terms
     based on the same relevant factors described in the preceding paragraph and
     in the same manner that it has under the present tracking stock policy.

          (c) Call routing. Manager, acting as a single purchaser, may purchase
     private line capacity (or other forms of capacity) from SCCLP for
     inter-LATA calls to the extent that this capacity can be obtained on terms
     more favorable to Manager (acting as a single purchaser). SCCLP will sell
     that capacity to Manager at the best price that SCCLP offers to third
     parties in similar situations when taking into account all relevant
     factors. SCCLP will directly bill Manager for any purchase of capacity
     under this section 3.4.2(c). The terms of section 1.3 do not apply to
     purchases of capacity in this section 3.4.2(c).

          (d) Pre-existing agreement. If before the date Addendum X to this
     agreement is signed, Manager is bound by an agreement for long distance
     services or an agreement for private line service and the agreement was not
     made in anticipation of this agreement or Addendum X, then the requirements
     of this section 3.4.2 do not apply during the term of the other agreement.
     If the other agreement terminates for any reason,


                                       18


     then the requirements of this section 3.4.2 do apply from and after the
     termination.

          (e) Resale. Manager may not resell the long-distance telephony
     services acquired under this section 3.4.2. For purposes of clarification,
     resale under this section 3.4.2(e) includes Manager selling minutes to
     carriers for ultimate resale to end users under a brand other than "Sprint"
     or selling minutes to end users under a brand other than "Sprint". Manager
     may engage in the following activities (i.e., these activities are not
     treated as resale of long-distance telephony services):

               (1) the transport of long-distance calls for Customers under
          section 3.4.2(a),

               (2) the transport of long-distance calls for resellers under
          section 3.5, and

               (3) the transport of long-distance calls for roaming under
          section 4.3.

     13. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [NEW]. Section 4 of Addendum
I is deleted. Schedule 1 attached to this Addendum replaces and supersedes the
heading, preamble, general terms and all attachments to the Program Requirement
3.5.2 dated August 13, 2002, which is labeled "Exhibit 3.5.2 Program Requirement
for Voluntary Resale of Products and Services By Voluntary Resellers Under the
Private Label Solutions Program". Program Requirement 3.5.2 - VMU which is
labeled "Exhibit 3.5.2 - VMU Program Requirements for Voluntary Resale of
Products and Services by Virgin Mobile USA, LLC (version 7/07/02)" continues in
effect, as amended from time to time, except its label is amended to read
"Program Requirement 3.5.2 - VMU Program Requirements for Resale of Products and
Services By Virgin Mobile USA, LLC (version 7/07/02)".

     Section 3.5.2 to the Management Agreement is amended and restated in its
entirety to read as follows:

          3.5.2 RESALE OF PRODUCTS AND SERVICES. Sprint PCS may choose to offer
     a resale product under which resellers will resell Sprint PCS Products and
     Services under brand names other than the Brands, except Sprint PCS may
     permit the resellers to use the Brands for limited purposes related to the
     resale of Sprint PCS Products and Services (e.g., to notify people that the
     handsets of the resellers will operate on the Sprint PCS Network). The
     resellers may also provide their own support services (e.g., customer care
     and billing) or may purchase the support services from Sprint PCS. Other
     terms of the resale program are governed by Program Requirement 3.5.2.

          Manager will continue to participate in any resale arrangements that,
     before April 1, 2004, Manager had opted into under the Program Requirement


                                       19


     3.5.2, effective as of January 1, 2004, and before the amendment to the
     Program Requirement 3.5.2 by this Addendum, except that those resale
     arrangements will be governed by Program Requirement 3.5.2 as amended by
     this Addendum. Compensation for Manager's participation in these resale
     arrangements will be paid to Manager in accordance with section
     10.4.1.1(a)(i) of this agreement, unless compensation was otherwise
     negotiated between Manager and Sprint PCS (e.g., Virgin Mobile USA).

          Manager will participate in all resale arrangements entered into,
     renewed or extended during the Required Resale Participation Period
     (regardless of whether Manager was participating in the resale arrangement
     on or before April 1, 2004) in all cases with compensation being paid to
     Manager as set forth in section 10.4.1.1(a)(ii) or (iii), whichever is
     applicable. Additionally, Manager will continue to support resale
     arrangements entered into, renewed or extended during the Required Resale
     Participation Period to the end of their respective terms. Sprint PCS
     agrees that the compensation, payment and other terms and conditions under
     each resale arrangement entered into, renewed or extended during the
     Required Resale Participation Period will be the same as the compensation,
     payment and other terms and conditions applicable to Sprint PCS and each
     Other Manager with respect to such reseller.

          The resale arrangement between Sprint PCS and Virgin Mobile USA will
     be treated as a new resale arrangement and subject to the compensation set
     forth in section 10.4.1.1(a)(ii) or (iii), whichever is applicable, if
     continued after the expiration of the initial term of the arrangement.

          Except as required under the regulations and rules concerning
     mandatory resale, Manager may not sell Sprint PCS Products and Services for
     resale unless Sprint PCS consents to such sales in advance in writing.

     14. INTRA-LATA CALLS AND BACKHAUL SERVICES [ADDM XI,SS.14]. Section 3.7 is
amended and restated in its entirety to read as follows:

          3.7 INTRA-LATA CALLS AND BACKHAUL SERVICES. Manager, acting as a
     single purchaser, may purchase capacity (including private line capacity)
     from SCCLP for intra-LATA calls and backhaul services. SCCLP will sell that
     capacity to Manager at the best price that SCCLP offers to third parties in
     similar situations when taking into account all relevant factors.

          Manager will offer to Sprint PCS or one of its Related Parties the
     right to make to Manager the last offer to provide capacity for intra-LATA
     calls and backhaul services for the Service Area Network if:

               (i) Manager decides to use third parties for intra-LATA calls and
          backhaul services rather than


                                       20


          self-provisioning the capacity or purchasing the capacity from Related
          Parties of Manager, and

               (ii) Sprint PCS or one of its Related Parties has provided
          evidence to Manager that SCCLP or one of its Related Parties has
          facilities to provide the capacity requested.

               Manager will deliver to Sprint PCS the terms under which the
          third party will provide the capacity. Sprint PCS or one of its
          Related Parties will have a reasonable time to respond to Manager's
          request for last offer to provide pricing for capacity for intra-LATA
          calls and backhaul, which will be no greater than 5 Business Days
          after receipt of the request for the pricing and the third party's
          terms from Manager. Manager will acquire capacity for intra-LATA calls
          and backhaul services from Sprint PCS or one of its Related Parties if
          Sprint PCS or one of its Related Parties offers Manager pricing and
          other terms for intra-LATA calls and backhaul services for the Service
          Area Network that matches the terms, including pricing, or is better
          than the terms and lower than the pricing offered by the third party.
          For purposes of this section 3.7, the term "backhaul" means the
          provision of services from a cell site of Manager to the corresponding
          switch associated with the cell site.

               If Manager has an agreement for these services in effect as of
          the date Addendum X is signed and the agreement was not made in
          anticipation of this agreement or Addendum X, then the requirements of
          this section 3.7 do not apply during the term of the other agreement.
          If the other agreement terminates for any reason, then the
          requirements of this section 3.7 do apply from and after the
          termination.

     15. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS [ADDM
XI,SS.15]. The second paragraph of section 4.3 is amended to read as follows:

          Section 10.4.1 sets forth the settlement process that distributes
     between the members making up the Sprint PCS Network (i.e., Sprint PCS,
     Manager and all Other Managers) a fee for use of the Sprint PCS Network and
     the Service Area Network (the "INTER SERVICE AREA FEE").

     16. CHANGES TO PROGRAM REQUIREMENTS [ADDM XI, SS.16].

          (a) The first sentence of section 9.2(e) is amended to read as
     follows:

               Manager must implement any changes in the Program Requirements
          within a commercially reasonable period of time unless otherwise
          consented to by Sprint PCS, subject to the terms of section 9.3.

          (b) Section 9.3 is amended to read as follows:


                                       21


          9.3 MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

          9.3.1 PARAMETERS FOR REQUIRED PROGRAM REQUIREMENT IMPLEMENTATION.
     Manager has the right to decline to implement any new Program Requirement
     or any change to any existing Program Requirement (a "PROGRAM REQUIREMENT
     CHANGE") if Manager determines that any such Program Requirement Change,
     other than a change involving Sprint PCS National or Regional Distribution
     Program Requirements, will have an adverse impact on Manager that meets or
     exceeds the parameters set forth below in subparagraphs (a) through (d).
     For purposes of this section 9.3 a Program Requirement Change will include
     any change in any "guidelines," "policies," "standards" or "specifications"
     proposed by Sprint PCS under this agreement, the Services Agreement or
     either of the Trademark License Agreements, and the exercise by Sprint PCS
     of any unilateral right under those agreements, except changes to the
     Trademark Usage Guidelines, the Marketing Communications Guidelines, or the
     definition of Sprint PCS Products and Services (other than the pricing of
     those products and services, i.e. pricing is a Program Requirement Change).
     If Manager determines to decline to implement any Program Requirement
     Change, other than a change involving a national distribution program, then
     Manager must, within 10 days after Sprint PCS provides Manager with notice
     of the Program Requirement Change, give Sprint PCS (i) a written assessment
     of the impact of the Program Requirement Change on Manager using the
     parameters set forth in subparagraphs (a) through (d) below, and (ii)
     written notice that Manager declines to implement the Program Requirement
     Change. Manager may, without being deemed in default of this agreement,
     decline to implement any Program Requirement Change that will:

          (a) individually cause the combined peak negative cash flow of the
     Alamosa Managers to be an amount greater than 3% of Alamosa Holdings,
     Inc.'s Enterprise Value; or

          (b) when combined with the original assessments made in accordance
     with section 9.3.1(a) of all other Program Requirement Changes that Sprint
     PCS announced and the Alamosa Managers agreed to implement, both within the
     preceding 12 calendar months, cause the combined cumulative peak negative
     cash flow of the Alamosa Managers to be an amount greater than 5% of
     Alamosa Holdings, Inc.'s Enterprise Value; or

          (c) individually cause a decrease in the forecasted 5-year discounted
     cash flow of the Alamosa Managers (at the Alamosa Managers'


                                       22


     appropriate discount rate) of more than 3% on a combined net present value
     basis; or

          (d) when combined with the original assessments made in accordance
     with section 9.3.1(c) of all other Program Requirement Changes that Sprint
     PCS announced and Manager agreed to implement, both within the preceding 12
     calendar months, cause a decrease in the forecasted 5-year discounted cash
     flow of the Alamosa Managers (at the Alamosa Managers' appropriate discount
     rate) of more than 5% on a combined net present value basis.

          Manager may discuss with Sprint PCS in the manner described in section
     9.7(c) any change that does not meet or exceed the parameters set forth in
     this section 9.3.1, except any change involving Sprint PCS National or
     Regional Distribution Program Requirements.

          9.3.2. DISAGREEMENT WITH ASSUMPTIONS OR METHODOLOGY. Sprint PCS must
     notify Manager of any disagreement with Manager's assumptions or
     methodology within 10 days after its receipt of Manager's assessment under
     section 9.3.1. Manager will not be required to implement the Program
     Requirement Change if Sprint PCS fails to notify Manager of any
     disagreement within such 10-day period unless Sprint PCS elects to require
     such compliance under section 9.3.3 below. Either party may escalate the
     review of the assumptions and methodology underlying the assessment to the
     parties' respective Chief Financial Officers if Sprint PCS disagrees with
     Manager's assessment and the parties are unable to agree on the assumptions
     and methodology within 20 days after Sprint PCS notifies Manager of the
     disagreement.

          The parties will mutually select an independent investment banker in
     the wireless telecommunications industry ("INVESTMENT BANKER") to determine
     whether the implementation of the Program Requirement Change will exceed
     one of the parameters if Sprint PCS and Manager are unable to agree on the
     assumptions and methodology to perform the calculations within 30 days
     after Sprint PCS notifies Manager of the disagreement. The American
     Arbitration Association will select the Investment Banker if the parties do
     not select the Investment Banker within 50 days after Sprint PCS notifies
     Manager of the disagreement. Sprint PCS and Manager will cooperate fully
     and provide all information reasonably requested by the Investment Banker;
     except that any Investment Banker selected by the American Arbitration
     Association, and its investment bank, must have no current engagement with
     either Manager or Sprint PCS and must not have been engaged by either such
     party within the 12 calendar months preceding the engagement under this
     section. A business relationship between Manager or Sprint PCS and a
     commercial bank or other organization affiliated with an investment bank


                                       23


     will not disqualify the investment bank. Sprint PCS and Manager will
     cooperate fully and provide all information reasonably requested by the
     Investment Banker. The Investment Banker will have 20 days from the date of
     engagement to make its decision.

          Manager will pay any Investment Banker's fees and implement the
     Program Requirement Change if the parties agree or the Investment Banker
     determines that implementing the Program Requirement Change will not exceed
     any of the parameters described in section 9.3.1.

          9.3.3 ONE OR MORE PARAMETERS EXCEEDED. Sprint PCS will pay the
     Investment Banker's fees if the parties agree or the Investment Banker
     determines that implementing the Program Requirement Change will exceed at
     least one of the parameters described in section 9.3.1. Sprint PCS may
     require Manager to implement the Program Requirement Change whether the
     parties agree or disagree or the Investment Banker determines that
     implementing the Program Requirement Change will exceed at least one of the
     parameters described in section 9.3.1, if Sprint PCS agrees to compensate
     Manager the amount necessary to prevent Manager from exceeding the
     parameters set forth in section 9.3.1.

          9.3.4 CHANGES WITH RESPECT TO PRICING PLANS AND ROAMING PROGRAM
     REQUIREMENTS. Manager will implement a Program Requirement Change in the
     manner requested by Sprint PCS that

               (i) relates to a pricing plan under section 4.4 or roaming
          program and

               (ii) Sprint PCS reasonably determines must be implemented on an
          immediate or expedited basis to respond to competitive market forces,

     notwithstanding Manager's determination that implementation of the Program
     Requirement Change will have an adverse impact on Manager that meets or
     exceeds the parameters set forth in section 9.3.1. Manager's implementation
     of the Program Requirement Change will not adversely affect Manager's right
     to object to the implementation of the Program Requirement Change. Manager
     will continue to comply with the Program Requirement Change if the parties
     agree or the Investment Banker determines that implementing the Program
     Requirement Change will not exceed any of the parameters described in
     section 9.3.1. If Sprint PCS does not successfully challenge Manager's
     assessment of the adverse impact of the Program Requirement Change on
     Manager in accordance with section 9.3.2, Sprint PCS can require Manager
     either to (i) continue to comply with the Program Requirement Change and
     compensate Manager in the amount necessary to reimburse Manager for any


                                       24


     reasonable costs, expenses or losses that Manager incurred as a result of
     its implementation of the Program Requirement Change net of any benefit
     received by Manager, to the extent the costs, expenses and losses net of
     the benefits exceed the parameters set forth in section 9.3.1 or (ii)
     terminate its continued compliance with the Program Requirement Change and
     compensate Manager in the amount necessary to reimburse Manager for any
     reasonable costs, expenses or losses that Manager incurred as a result of
     its implementation of the Program Requirement Change net of any benefit
     received by Manager. Manager cannot terminate its continued compliance if
     Sprint PCS elects to require Manager's continued compliance with the
     Program Requirement Change under section 9.3.3 above.

     (c) A new section 9.7 is added to the Management Agreement:

          9.7 MANDATORY REQUIREMENTS; UNILATERAL CHANGES.

          (a) Any "guidelines," "policies," "standards" or "specifications"
     previously issued by Sprint PCS are mandatory requirements with which
     Manager, the Other Managers and Sprint PCS must comply (subject to Sprint
     PCS' right to grant waivers as provided in Article 9 of this agreement),
     unless otherwise identified by Sprint PCS within 120 days after the date of
     Addendum X.

          (b) Any changes to or new "guidelines," "policies," "standards" or
     "specifications" proposed by Sprint PCS under this agreement, the Services
     Agreement or either of the Trademark License Agreements are mandatory
     requirements with which Manager, the Other Managers and Sprint PCS must
     comply (subject to Sprint PCS' right to grant waivers as provided in
     Article 9 of this agreement). Sprint PCS will when issuing them reference
     the applicable section of this agreement, the Services Agreement, the
     Trademark License Agreements and if applicable, the Program Requirement to
     which they relate.

          (c) Sprint PCS and Manager will in good faith attempt to mutually
     agree on how to mitigate the adverse economic impact on Manager of the
     exercise of any unilateral right of Sprint PCS under this agreement, the
     Services Agreement and either Trademark License Agreement to the extent
     Manager believes such change will have a significant adverse economic
     impact on Manager's operations, except with respect to changes involving
     Sprint PCS National or Regional Distribution Program Requirements. For
     purposes of clarification, the parties intend the preceding sentence to
     obligate them to a robust discussion and open dialogue but understand the
     discussion and dialogue may not lead to any particular solution of the
     issues raised by Manager or Sprint PCS. By way of illustration, under the
     second preceding sentence if Manager believed


                                       25


     that the exercise of the unilateral right to change the Trademark Usage
     Guidelines or the designation of Sprint PCS Products and Services had an
     adverse economic impact on Manager, then Manager and Sprint PCS will in
     good faith attempt to mutually agree on how to mitigate the adverse impact
     on Manager.

     (d) A new section 9.8 is added to the Management Agreement.

          9.8 BREACH FOR FAILURE TO IMPLEMENT PROGRAM REQUIREMENT.

          Manager will be in material breach of a material term and Sprint PCS
     may exercise its rights under section 11 if Manager declines to implement a
     Program Requirement when required to do so under this agreement.

     17. FEES [ADDM XI,SS.17; REVISED BY THIS ADDENDUM]. (a) Article 10 of the
Management Agreement is amended and restated in its entirety to read as follows:

                                    10. FEES

          10.1 GENERAL. Sprint PCS and Manager will pay to each other the fees
     and apply the credits in the manner described in this section 10. The
     amounts that Sprint PCS is paid or retains are for all obligations of
     Manager under this agreement. Many of the definitions for the fees in
     section 10.2 are found in section 10.3.

          10.2 FEES.

               10.2.1 FEE BASED ON BILLED REVENUE. Sprint PCS will pay to
          Manager the Fee Based on Billed Revenue as determined in this section
          10.2.1.

               "BILLED REVENUE" is all customer account activity (e.g., all
          activity billed, attributed or otherwise reflected in the customer
          account but not including Customer Credits) during the calendar month
          for which the fees and payments are being calculated (the "BILLED
          MONTH") for Sprint PCS Products and Services related to all Customer
          accounts within a customer service area ("CSA") assigned to the
          Service Area, except (i) Outbound Roaming Fees, (ii) amounts handled
          separately in this section 10 (including the amounts in sections
          10.2.3 through 10.2.6, 10.4 and 10.8), (iii) amounts collected from
          Customers and paid to governmental or regulatory authorities (e.g.,
          Customer Taxes and USF Charges), and (iv) other amounts identified in
          this agreement as not included in Billed Revenue (these Customer
          accounts being "MANAGER ACCOUNTS").


                                       26


               Billed Revenue does not include new activity billed to the
          Customer solely to recover costs incurred by Sprint PCS, Manager or
          both related solely to such new activity. Manager and Sprint PCS will
          share the revenues from this billing in proportion to the costs they
          incur.

               For purposes of clarification, the parties have in place
          procedures to assign Customers to CSAs and expect those procedures to
          remain in place after the Effective Date.

               If Sprint PCS or Manager develops products or services that
          bundle Sprint PCS Products and Services with other products or
          services (e.g., local service or broadband wireline service), then
          Sprint PCS and Manager will use commercially reasonable efforts to
          agree on the proper allocation of revenue, bad debt expenses, credits
          and promotions for the bundled products and services.

               Sprint PCS will reasonably determine the amount of credits
          applied to Manager Accounts during the Billed Month ("CUSTOMER
          CREDITS").

               "NET BILLED REVENUE" for a Billed Month is the amount of the
          Billed Revenue less the Customer Credits.

               The "FEE BASED ON BILLED REVENUE" for a Billed Month is equal to
          92% of (a) Net Billed Revenue, less (b) the Allocated Write-offs for
          Net Billed Revenue.

               10.2.2 OUTBOUND ROAMING FEE. Sprint PCS will pay to Manager a fee
          equal to the amount of Outbound Roaming Fees that Sprint PCS or its
          Related Parties bills to Manager Accounts, less the Allocated
          Write-offs for Outbound Roaming Fees. For purposes of clarification,
          Sprint PCS will settle separately with Manager the direct cost of
          providing the capability for the Outbound Roaming, including any
          amounts payable to the carrier that handled the roaming call and the
          clearinghouse operator for Outbound Roaming.

               10.2.3 PHASE II E911 SURCHARGES. Sprint PCS will pay to Manager a
          fee equal to a portion of the E911 Phase II Surcharges (attributable
          to incremental costs for Phase II E911, including but not limited to
          related handset costs, routing costs, implementation costs, trunks and
          testing costs, and anticipated write-offs for bad debt) billed during
          the Billed Month to Customers with an NPA-NXX assigned to the Service
          Area, less the Allocated Write-offs for that portion of E911 Phase II
          Surcharges in the Billed Month. The portion of the billed amount
          attributed to Manager will be based on Manager's proportional cost (as
          compared to Sprint PCS' proportional cost) to comply with Phase II of
          the E911 requirements. Sprint PCS will determine from time to time the
          rate


                                       27


          billed to Customers related to Phase II E911 and the portion payable
          to Manager.

               10.2.4 WIRELESS LOCAL NUMBER PORTABILITY SURCHARGES. Sprint PCS
          will pay to Manager a fee equal to a portion of the Wireless Local
          Number Portability Surcharges ("WLNP SURCHARGES") billed during the
          Billed Month to Customers with an NPA-NXX assigned to the Service
          Area, less the Allocated Write-offs for that portion of the WLNP
          Surcharges in the Billed Month. The portion of the billed amount
          attributed to Manager will be based on Manager's proportional cost (as
          compared to Sprint PCS' proportional cost) to comply with Wireless
          Local Number Portability requirements. Sprint PCS will determine from
          time to time the rate billed to Customers related to WLNP Surcharges
          and the portion payable to Manager.

               10.2.5 CUSTOMER EQUIPMENT CREDITS. Sprint PCS will apply as a
          credit to any other fees under this section 10.2 owing by Sprint PCS
          to Manager an amount equal to the amount of the Customer Equipment
          Credits less the Allocated Write-offs for Customer Equipment Credits.

               10.2.6 WRITE-OFFS FOR CUSTOMER EQUIPMENT CHARGES. Sprint PCS will
          apply as a credit to any other fees under this section 10.2 owing by
          Sprint PCS to Manager an amount equal to the amount of the Allocated
          Write-offs for Customer Equipment Charges.

          10.3 DEFINITIONS USED IN FEE CALCULATIONS

               10.3.1 WRITE-OFFS. Sprint PCS will determine the amounts written
          off net of deposits applied (the "WRITE-OFFS") in the Sprint PCS
          billing system during the Billed Month relating to Manager Accounts.

               10.3.2 BILLED COMPONENTS. Each of the following amounts is
          referred to as a "BILLED COMPONENT" and collectively they are referred
          to as the "BILLED COMPONENTS".

                    10.3.2.1 Net Billed Revenue. The amount determined as
               described in section 10.2.1.

                    10.3.2.2 Customer Equipment Credits. The reductions of
               amounts billed to Manager Accounts related to the sale of
               handsets and handset accessories from Sprint PCS inventory are
               referred to as "CUSTOMER EQUIPMENT Credits". This is a negative
               amount that reduces the Amount Billed (Net of Customer Credits).


                                       28


                    10.3.2.3 100% Affiliate Retained Amounts. The amounts
               referred to as "100% Affiliate Retained Amounts" on Exhibit 10.3,
               to which Manager is entitled to 100% of the amounts that
               Customers are billed for such items.

                    10.3.2.4 100% Sprint PCS Retained Amounts. The amounts
               referred to as "100% Sprint PCS Retained Amounts" on Exhibit
               10.3, to which Sprint PCS is entitled to 100% of the amounts that
               Customers are billed for such items.

                    10.3.2.5 Customer Equipment Charges. The amounts that Sprint
               PCS bills to Manager Accounts for subscriber equipment and
               accessories sold or leased are referred to as "CUSTOMER EQUIPMENT
               CHARGES".

                    10.3.2.6 E911 Phase II Surcharges. The amounts that Sprint
               PCS bills to Manager Accounts to recover all costs related to
               Phase II E911 functionality are referred to as "E911 PHASE II
               SURCHARGES".

                    10.3.2.7 USF Charges. The amounts that Sprint PCS bills to
               Manager Accounts relating to Universal Service Funds are referred
               to as "USF CHARGES".

                    10.3.2.8 WLNP Surcharges. The amounts that Sprint PCS bills
               to Manager Accounts to recover costs related to WLNP activities.

               10.3.3 AMOUNT BILLED (NET OF CUSTOMER CREDITS). The "AMOUNT
          BILLED (NET OF CUSTOMER CREDITS)" for a Billed Month is equal to the
          sum of the Billed Components.

               10.3.4 THE ALLOCATED WRITE-OFFS. The "ALLOCATED WRITE-OFFS" for
          all or a portion of a Billed Component in a Billed Month is the
          Write-offs for the Billed Month times the amount of the Billed
          Component (or portion thereof) divided by the Amount Billed (Net of
          Customer Credits).

          10.4 OTHER FEES AND PAYMENTS. Sprint PCS and Manager will pay to each
     other the fees and payments described below:

               10.4.1 INTER SERVICE AREA FEES AND RESELLER CUSTOMER FEES.

                    10.4.1.1 Inter Service Area Fee and Reseller Customer Fee
               Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as
               set forth in this section 10.4.1 for each billed minute or
               kilobyte of use that a Customer with an NPA-NXX assigned to the
               Service


                                       29


               Area uses a portion of the Sprint PCS Network other than the
               Service Area Network. Sprint PCS will pay to Manager an Inter
               Service Area Fee for each billed minute or kilobyte of use that a
               Customer whose NPA-NXX is not assigned to the Service Area
               Network uses the Service Area Network.

                         (a) Sprint PCS will pay to Manager the fees set forth
                    in this Section 10.4.1 for each billed minute or kilobyte of
                    use that a Reseller Customer uses the Service Area Network
                    unless otherwise negotiated (such fees are referred to in
                    this agreement as "RESELLER CUSTOMER FEES"):

                              (i) with respect to arrangements between Sprint
                         PCS and resellers in existence as of April 1, 2004,
                         that Manager has opted into, other than Virgin Mobile
                         USA, the amount of fees set forth in subsections
                         10.4.1.2 and 10.4.1.3, and with respect to Virgin
                         Mobile USA, the amount of fees set forth in Program
                         Requirement 3.5.2 - VMU; except, that the resale
                         arrangement between Sprint PCS and Virgin Mobile USA
                         will each be treated as a new resale arrangement and
                         subject to the compensation set forth in section
                         10.4.1.1(a)(ii) or (iii), whichever is applicable, if
                         continued after the expiration of the initial term of
                         the arrangement;

                              (ii) with respect to arrangements between Sprint
                         PCS and resellers that are entered into after April 1,
                         2004 and before January 1, 2007, or that are renewed or
                         extended during that period, the amount of fees
                         collected by Sprint PCS from the resellers as payment
                         for the Reseller Customer's use of the Service Area
                         Network; and

                              (iii) with respect to arrangements between Sprint
                         PCS and resellers that are entered into, renewed or
                         extended during the three-year period beginning on
                         January 1, 2007, or a subsequent three-year period
                         beginning on the third anniversary of the beginning of
                         the previous three-year period, the amount of fees
                         determined as described in section 10.4.1.1(c).

                         (b) With respect to resale arrangements described in
                    section 10.4.1.1(a)(ii), Sprint PCS will give Manager
                    Manager's proportional share of (i) any cash payments, in
                    addition to the reseller rate, relating specifically to the
                    resale arrangements (other than those cash payments for
                    reimbursement of expenses incurred to implement the resale
                    arrangement), and (ii) to the extent reasonably able to be
                    made available to Manager, non-cash payments relating
                    specifically to the resale arrangements. For


                                       30


                    purposes of clarification, payments made to Sprint PCS by
                    the other party to a resale arrangement to reimburse Sprint
                    PCS for actual costs incurred to implement some aspect of
                    the resale arrangement are not cash or non-cash payments
                    subject to this section. Each resale arrangement will
                    provide that the other party to the resale arrangement will
                    reimburse Manager for Manager's actual costs incurred to
                    implement the resale arrangement if (A) Sprint PCS obtains
                    from the other party to the resale arrangement a commitment
                    for that party to reimburse Sprint PCS for Sprint PCS'
                    actual costs of implementing the resale arrangement and (B)
                    Sprint PCS reasonably expects Manager to incur actual costs
                    in implementing the resale arrangement for the reseller.

                    If the reseller is a Related Party of Sprint PCS, then
               Sprint PCS, Manager and all Other Managers must agree on the
               Reseller Customer Fee to be paid by Sprint PCS to Manager and all
               Other Managers and any proportional sharing of any other cash and
               non-cash payments. If Manager does not so agree in writing with
               any such reseller arrangement with a Related Party of Sprint PCS,
               then Manager will have no obligation to opt into or support such
               reseller arrangement.

                         (c) For each three-year period described in section
                    10.4.1.1(a)(iii):

                              (i) Sprint PCS will give Manager proposed terms,
                         fees and conditions applicable to Manager's
                         participation in resale arrangements by October 31 of
                         the calendar year before the calendar year in which the
                         then current reseller period ends (e.g., the initial
                         reseller period ends on December 31, 2006 so the amount
                         has to be presented by October 31, 2005). Manager's
                         representative and the Sprint PCS representative will
                         begin discussions regarding the proposed terms, fees
                         and conditions applicable to Manager's participation in
                         resale arrangements within 20 days after Manager
                         receives the proposed terms, fees and conditions
                         applicable to Manager's participation in resale
                         arrangements from Sprint PCS.

                              (ii) If the parties do not agree on the new terms,
                         fees and conditions applicable to Manager's
                         participation in resale arrangements within 30 days
                         after the discussions begin, then Manager may escalate
                         the discussion to the Sprint PCS Chief Financial
                         Officer or Sprint Spectrum may escalate the discussion
                         to Manager's Chief Executive Officer or Chief Financial
                         Officer.

                              (iii) If the parties cannot agree on the new
                         terms,


                                       31


                         fees and conditions applicable to Manager's
                         participation in resale arrangements through the
                         escalation process within 20 days after the escalation
                         process begins, then without Manager's prior written
                         consent, Manager will not be required to participate in
                         any resale arrangement that is entered into by Sprint
                         PCS, or renewed or extended, after the Required Resale
                         Participation Period. Manager will, however, continue
                         to allow resellers with executed contracts under resale
                         arrangements existing prior to or entered into, renewed
                         or extended during the Required Resale Participation
                         Period, with which Manager opted into or was required
                         to participate under this agreement, to activate
                         subscribers with an NPA-NXX assigned to Manager's
                         Service Area and support such resellers throughout the
                         then remaining term of their resale arrangement with
                         Sprint PCS, including any applicable renewal terms and
                         phase out periods. Manager will continue to receive
                         Reseller Customer Fees with respect to such resale
                         arrangements at the same rates in effect at the end of
                         the Required Resale Participation Period.

                    Sprint PCS may not amend, modify or change in any manner the
               Inter Service Area Fees between Sprint PCS and Manager or
               Reseller Customer Fees and other matters set forth in this
               section 10.4.1 without Manager's prior written consent, except as
               expressly provided in this section. For purposes of
               clarification, the parties do not intend the above sentence to
               limit Sprint PCS' ability to negotiate fees with resellers.

                    Sprint PCS will not be obligated to pay Manager those Inter
               Service Area Fees not received by Sprint PCS from an Other
               Manager who is a debtor in a bankruptcy proceeding with respect
               to Inter Service Area Fees that Sprint PCS owes Manager because
               of CSAs assigned to such Other Manager's Service Area traveling
               in the Service Area. For clarification purposes, Sprint PCS does
               not have to advance the Inter Service Area Fees for the Other
               Manager who is involved in the bankruptcy proceeding to Manager,
               to the extent that the Other Manager fails to pay the Inter
               Service Area Fees. Manager bears the risk of loss of the Other
               Manager who is involved in the bankruptcy proceeding not paying
               the Inter Service Area Fees to Sprint PCS.

                    If relief is ordered under title 11 of the United States
               Code for an Other Manager or an Other Manager files a voluntary
               petition for relief under title 11 of the United States Code and
               such Other Manager fails to pay to Sprint PCS amounts that such
               Other Manager owes to Sprint PCS with respect to the Inter
               Service Area Fees for travel into Manager's Service Area, Sprint
               PCS will immediately assign to Manager all of its claims and
               rights as a creditor of such Other Manager for those


                                       32


               amounts owed with respect to Inter Service Area Fees for travel
               in Manager's Service Area. Sprint PCS agrees to take all actions
               necessary to effect this assignment of rights to Manager, and
               further agrees that Manager will not be responsible for any
               expenses related to such assignment. If Sprint PCS receives any
               amounts from an Other Manager involved in a bankruptcy proceeding
               with respect to Inter Service Area Fees for travel into the
               Service Area, Sprint PCS will immediately remit those amounts to
               Manager. If relief is ordered under title 11 of the United States
               Code for Sprint PCS or Sprint PCS files a voluntary petition for
               relief under title 11 of the United States Code, then Sprint PCS
               will be deemed a trustee for Manager's benefit with respect to
               any Inter Service Area Fees that Sprint PCS collects from Other
               Managers for travel into Manager's Service Area, and Sprint PCS
               has no rights to Manager's portion of such Inter Service Area
               Fees.

                    Manager acknowledges that if the manner in which the CSAs
               are assigned changes because of changes in the manner in which
               the NPA-NXX is utilized, the manner in which the Inter Service
               Area Fees and Reseller Customer Fees, if any, will be calculated
               might be changed accordingly.

                    10.4.1.2 Voice and 2G Data Rate. The amount of the Inter
               Service Area Voice and 2G Data Fee and Reseller Customer Voice
               and 2G Data Fee for arrangements between Sprint PCS and resellers
               inexistence as of April 1, 2004, will be as follows:

                         (a) The Inter Service Area Voice and 2G Data Fee for
                    each billed minute of use that a Customer uses an Away
                    Network and the Reseller Customer Fee for each billed minute
                    of use that a Reseller Customer uses the Service Area
                    Network, will be $0.058 from the Effective Date to December
                    31, 2006.

                         (b) For each calendar year during the Term of this
                    agreement beginning January 1, 2007, the Inter Service Area
                    Voice and 2G Data Fee for each billed minute of use that a
                    Customer uses an Away Network and the Reseller Customer Fee
                    for each billed minute of use that a Reseller Customer uses
                    the Service Area Network, will be an amount equal to 90% of
                    Sprint PCS' Retail Yield for Voice and 2G Data Usage for the
                    previous calendar year; provided that such amount for any
                    period will not be less than Manager's network costs
                    (including a reasonable return using Manager's weighted
                    average cost of capital applied against Manager's net
                    investment in the Service Area Network) to provide the
                    services that are subject to the Inter Service Area Voice
                    and 2G Data Fee. If the parties have a dispute relating to
                    the determination of the foregoing fees for any period, then
                    the parties will submit the dispute to binding arbitration
                    as set forth in section 10.4.1.3(b).


                                       33


                    10.4.1.3 3G Data Rate. The amount of the Inter Service Area
               3G Data Fee and Reseller Customer 3G Data Fee for arrangements
               between Sprint PCS and resellers in existence as of April 1,
               2004, will be as follows:

                         (a) From the Effective Date to December 31, 2006
                    ("INITIAL 3G DATA FEE PERIOD"), the Inter Service Area 3G
                    Data Fee for each kilobyte of use that a Customer uses an
                    Away Network and the Reseller Customer 3G Data Fee for each
                    kilobyte of use that a Reseller Customer uses the Service
                    Area Network, will be $0.0020; except with respect to Sprint
                    3G Data Service as defined and set out in the Program
                    Requirement 3.5.2.

                         (b) The parties will reset the Inter Service Area 3G
                    Data Fee and the Reseller Customer 3G Data Fee after the
                    Initial 3G Data Fee Period ends. The Inter Service Area 3G
                    Data Fee and the Reseller Customer 3G Data Fee will be based
                    on an appropriate discount from the Sprint PCS Retail Yield
                    for 3G Data Usage for the previous calendar year to be
                    negotiated before December 31, 2006. Each subsequent fee
                    period will last three years with, for example, the second
                    pricing period beginning on January 1, 2007 and ending on
                    December 31, 2009.

                         The process for resetting the fees is as follows:

                              (i) Sprint PCS will give Manager a proposal for
                         the appropriate discount from the Sprint PCS Retail
                         Yield for 3G Data Usage by March 31 of the final year
                         of the then current pricing period. Manager's
                         representative and the Sprint PCS representative will
                         begin discussions regarding the proposed schedule of
                         fees within 20 days after Manager receives the proposed
                         schedule of fees from Sprint PCS.

                              (ii) Manager may escalate the discussion to the
                         Chief Financial Officer of Sprint PCS or Sprint PCS may
                         escalate the discussion to Manager's Chief Executive
                         Officer or Chief Financial Officer if the parties do
                         not agree on a new schedule of fees within 30 days
                         after the discussions begin.

                              (iii) If the parties cannot agree on a new
                         schedule of fees within 20 days after a party escalates
                         the discussion, then Manager may either agree to the
                         fees set forth in the Inter Service Area 3G Data Fee
                         and Reseller Customer 3G Data Fee proposal or submit
                         the determination of the Inter Service Area 3G Data Fee
                         and Reseller Customer 3G Data


                                       34



                         Fee to binding arbitration based on a market-rate
                         determination of an appropriate Inter Service Area 3G
                         Data Fee and Reseller Customer 3G Data Fee in
                         accordance with section 14.2, excluding the escalation
                         process set forth in section 14.1.

                              (iv) If Manager submits the matter to arbitration
                         the fees that Sprint PCS proposed will apply starting
                         after December 31 of the first year of the appropriate
                         period as described in section 10.4.1.4 and will
                         continue in effect unless modified by the final
                         decision of the arbitrator. If the arbitrator imposes a
                         fee different than the ones in effect the new fees will
                         be applied as if in effect after December 31 of the
                         first year of the appropriate period as described in
                         section 10.4.1.4 and if on application of the new fees
                         one party owes the other party any amount after taking
                         into account payments the parties have already made
                         then the owing party will pay the other party within 30
                         days of the date of the final arbitration order.

                    10.4.1.4 Rate Changes - Effective Date. All rate changes
               related to Inter Service Area Fees and Reseller Customer Fees
               will be applied to all activity in a bill cycle regardless of
               when the activity occurred, if the bill cycle ends after the
               effective date of the rate change.

                    10.4.1.5 Long Distance. The long distance rates associated
               with the Inter Service Area and Reseller Customer usage will be
               equal to the actual wholesale transport and terminating costs
               associated with the originating and terminating locations. The
               rates are then applied to cumulative usage at a BID level for
               settlement purposes.

               10.4.2 INTERCONNECT FEES. Manager will pay to Sprint PCS (or to
          other carriers as appropriate) monthly the interconnect fees, if any,
          as provided under section 1.4.

               10.4.3 TERMINATING AND ORIGINATING ACCESS FEE. Sprint PCS will
          pay Manager 92% of any terminating or originating access fees Sprint
          PCS collects from an IXC that are not subject to refund or dispute
          (but it will not be Billed Revenue). For purposes of clarification,
          Sprint Corporation's Related Parties are obligated to pay terminating
          access to Sprint PCS only if MCI and AT&T pay terminating or
          originating access to Sprint PCS. At the Effective Date of Addendum X,
          neither MCI nor AT&T pays terminating access to Sprint PCS. The
          ability of wireless carriers to collect access fees is currently
          subject to legal challenge. The parties acknowledge that Sprint PCS
          has limited ability to require IXCs to pay access fees.


                                       35


               10.4.4 REIMBURSEMENTS FOR MISTAKEN PAYMENTS. If one party
          mistakenly pays an amount that the other party is obligated to pay
          then the other party will reimburse the paying party, if the paying
          party identifies the mistake and notifies the receiving party within 9
          calendar months after the date on which the paying party makes the
          mistaken payment.

          10.5 TAXES AND PAYMENTS TO THE GOVERNMENT. Manager will pay or
     reimburse Sprint PCS for any sales, use, gross receipts or similar tax,
     administrative fee, telecommunications fee or surcharge for taxes or fees
     that a governmental authority levies on the fees and charges payable by
     Sprint PCS to Manager.

          Manager will report all taxable property to the appropriate taxing
     authority for ad valorem tax purposes. Manager will pay as and when due all
     taxes, assessments, liens, encumbrances, levies and other charges against
     the real estate and personal property that Manager owns or uses in
     fulfilling its obligations under this agreement.

          Manager is responsible for paying all sales, use or similar taxes on
     the purchase and use of its equipment, advertising and other goods or
     services in connection with this agreement.

          Sprint PCS will be solely responsible for remitting to government
     agencies or their designees any and all fees or other amounts owed as a
     result of the services provided to the Customers under the Management
     Agreement. As a consequence of this responsibility, Sprint PCS is entitled
     to 100% of any amounts that Manager, Sprint PCS or their Related Parties
     receives from Customers (including Customers whose NPA-NXX is assigned to
     the Service Area) relating to these fees or other amounts.

          10.6 UNIVERSAL SERVICE FUNDS.

               10.6.1 PAID BY GOVERNMENT. Manager is entitled to 100% of any
          federal and state subsidy funds (the "SUBSIDY FUNDS"), including
          Universal Service Funds, that Manager or Sprint PCS receives from
          government disbursements based on customers with mailing addresses
          located in the Service Area and with NPA-NXXs assigned to the Service
          Area, or such other method then in effect under the rules of the FCC,
          Universal Service Administrative Company or other federal or state
          administrator. For purposes of clarity, Universal Service Funds
          provide support payments to Eligible Telecommunications Carriers
          ("ETC") serving in high cost areas or providing services to low income
          individuals. Sprint PCS will file on behalf of itself or Manager
          appropriate ETC documentation in those jurisdictions in which Sprint
          PCS determines to make the filing.


                                       36


               If Manager asks Sprint PCS to make a filing in a jurisdiction and
          Sprint PCS reasonably determines not to make the filing because making
          the filing is detrimental to Sprint's best interests, then Sprint does
          not have to make the filing. If Manager disagrees with the
          reasonableness of Sprint PCS' determination not to make the filing,
          then the parties will submit to binding arbitration in accordance with
          section 14.2, excluding the escalation process set forth in section
          14.1.

               If the process set forth in the previous paragraph results in
          Sprint PCS making a filing, Manager will pay all of Sprint PCS'
          reasonable out-of-pocket costs associated with the filing and any
          compliance obligations that arise from the filing or that are imposed
          by the jurisdiction in which the filing is made (e.g. filing fees,
          legal fees, expert witness retention, universal lifeline service,
          enhancing customer care quality, and including, without limitation,
          network upgrades). Sprint PCS will remit to Manager 50% of any Subsidy
          Funds that Sprint PCS receives from filings Sprint PCS is required to
          make under the preceding paragraph that are not payable to Manager
          under the first paragraph of this section 10.6.1, until the aggregate
          amount of the payments to Manager under this sentence equals 50% of
          the amount Manager has paid Sprint PCS under the preceding sentence.

               All Subsidy Funds received must be used to support the provision,
          maintenance and upgrading of facilities and services for which the
          funds are intended. Sprint PCS will attempt to recover from the
          appropriate governmental authority Subsidy Funds and will remit the
          appropriate recoveries to Manager.

               10.6.2 PAID BY CUSTOMERS. Sprint PCS will be solely responsible
          for remitting to government agencies or their designees, including but
          not limited to the Universal Service Administrative Company, all
          universal service fees. As a consequence of this responsibility,
          Sprint PCS is entitled to 100% of any amounts that Manager, Sprint PCS
          or their Related Parties receives from Customers (including Customers
          whose NPA-NXX is assigned to the Service Area) relating to the
          Universal Service Funds.

          10.7 EQUIPMENT REPLACEMENT PROGRAM. Sprint PCS is entitled to 100% of
     the amounts that Customers pay for participating in any equipment
     replacement program billed on their Sprint PCS bills. Manager will not be
     responsible for or in any way billed for any costs or expenses that Sprint
     PCS or any Sprint PCS Related Party incurs in connection with any such
     equipment replacement program.

          10.8 CUSTOMER EQUIPMENT. Sprint PCS is entitled to 100% of the amounts
     that Customers pay for subscriber equipment and accessories sold or leased
     by Sprint PCS, and Manager is entitled to 100% of the


                                       37


     amounts that Customers pay for subscriber equipment and accessories that
     Manager sold or leased, subject to the equipment settlement process in
     section 4.1.2.

          10.9 PHASE I E911. Sprint PCS is entitled to collect 100% of the E911
     Phase I Surcharges (e.g., for equipment other than handsets, such as
     platforms and networks). Sprint PCS will attempt to recover from the
     appropriate governmental authority Phase I E911 reimbursements and will
     remit the appropriate amounts to Manager.

          10.10 MANAGER DEPOSITS INTO RETAIL BANK ACCOUNTS. Each Business Day,
     Manager will deposit into bank accounts and authorize Sprint PCS or a
     Related Party that Sprint PCS designates to sweep from such accounts the
     amounts collected from Customers on behalf of Sprint PCS and its Related
     Parties for Sprint PCS Products and Services. Manager will allow the funds
     deposited in the bank accounts to be transferred daily to other accounts
     that Sprint PCS designates. Manager will also provide the daily reports of
     the amounts collected that Sprint PCS requires. Manager will not make any
     changes to the authorizations and designations Sprint PCS designates for
     the bank accounts without Sprint PCS' prior written consent.

          10.11 MONTHLY STATEMENTS.

               10.11.1 SECTION 10.2 STATEMENT. Each month Sprint PCS will
          determine the amount payable to or due from Manager for a Billed Month
          under section 10.2. Sprint PCS will deliver a monthly statement to
          Manager that reports the amount due to Manager, the manner in which
          the amount was calculated, the amount due to Sprint PCS and its
          Related Parties under this agreement and the Services Agreement, and
          the net amount payable to or due from Manager.

               10.11.2 OTHER STATEMENTS. Sprint PCS will deliver a monthly
          statement to Manager that reports amounts due to Manager or from
          Manager, other than amounts described in section 10.12.1, the manner
          in which the amounts were calculated, the amount due to Manager or to
          Sprint PCS and its Related Parties under this agreement and the
          Services Agreement, and the net amount payable to Manager.

               10.11.3 THIRD PARTY CHARGES. Sprint PCS will include any third
          party charges on Manager's statements within three calendar months
          after the end of the calendar month during which Sprint PCS receives
          the third party charge. Sprint PCS' failure to include these charges
          on Manager's statements within the three calendar month-period will
          mean that Sprint PCS cannot collect those third party charges from
          Manager.


                                       38


          10.12 PAYMENTS.

               10.12.1 WEEKLY PAYMENTS. Sprint PCS will pay the amount payable
          to Manager for a Billed Month under section 10.2 in equal weekly
          payments on consecutive Thursdays beginning the second Thursday of the
          calendar month following the Billed Month and ending on the first
          Thursday of the second calendar month after the Billed Month. If
          Sprint PCS is unable to determine the amount due to Manager in time to
          make the weekly payment on the second Thursday of a calendar month,
          then Sprint PCS will pay Manager for that week the same weekly amount
          it paid Manager for the previous week. Sprint PCS will true-up any
          difference between the actual amount due for the first weekly payment
          of the Billed Month and amounts paid for any estimated weekly payments
          after Sprint PCS determines what the weekly payment is for that month.
          Sprint PCS will use reasonable efforts to true-up within 10 Business
          Days after the date on which Sprint PCS made the estimated weekly
          payment.

               10.12.2 MONTHLY PAYMENTS. The amounts payable to Manager and
          Sprint PCS and its Related Parties under this agreement and the
          Services Agreement, other than the payments described in section
          10.12.1, will be determined, billed and paid monthly in accordance
          with section 10.12.3.

               10.12.3 TRANSITION OF PAYMENT METHODS. (a) Sprint PCS and Manager
          wish to conduct an orderly transition from making weekly payments to
          Manager based on Collected Revenues to weekly payments based on Billed
          Revenue. The method of calculating the weekly payments will change on
          the first day of the calendar month after the Effective Date of
          Addendum X (the "TRANSITION DATE"). The weekly amounts paid to Manager
          during the calendar month before the Transition Date and on the first
          Thursday after the Transition Date will be based on the Collected
          Revenues method. The weekly amounts paid to Manager beginning on the
          second Thursday of the second calendar month after the Transition Date
          will be based on the Billed Revenue method described in this section
          10. To effect an orderly transition, Sprint PCS will pay Manager for
          the period beginning on the second Thursday after the Transition Date
          and ending on the first Thursday of the calendar month after the
          Transition Date an amount calculated as described below in section
          10.12.3(b).

               (b) Sprint PCS will apply the estimated collection percentages
          that Sprint PCS uses before the Transition Date to the gross accounts
          receivable aging categories for Customers with an NPA-NXX assigned to
          the Service Area as of the close of business on the day before the
          Transition Date to calculate the amount Sprint PCS anticipates
          collecting on those accounts receivable. Sprint PCS will pay Manager
          the amount estimated to be collected in equal weekly payments on
          consecutive Thursdays beginning the second Thursday after the
          Transition


                                       39


          Date and ending the first Thursday of the calendar month after the
          Transition Date. Sprint PCS will also pay to Manager no later than the
          second Thursday after the Transition Date any Collected Revenues
          received after the Saturday before the Transition Date and before the
          Transition Date.

               (c) Sprint PCS will recalculate the estimated collection
          percentages and apply the recalculated estimated collection
          percentages to the gross accounts receivable aging categories
          described in the first sentence of section 10.12.3(b) when all
          applicable data is available. Sprint PCS will increase or decrease a
          weekly payment by the amount of the difference between the amount paid
          to Manager based on the initial estimated collection percentages and
          the amount that would have been paid to Manager using the newer
          estimated collection percentages.

          10.13 DISPUTE OR CORRECTION OF STATEMENT AMOUNT. A party can only
     dispute or correct an amount on a statement in good faith. If a party
     disputes or corrects an amount on a statement, the disputing or correcting
     party must give the other party written notice of the specific item
     disputed or corrected, the disputed or corrected amount with respect to
     that item and the reason for the dispute or correction within three
     calendar months after the end of the calendar month during which the
     disputed or erroneous statement was delivered.

          Any dispute regarding a statement will be submitted for resolution
     under the dispute resolution process in section 14. The parties must
     continue to pay to the other party all amounts, except disputed amounts
     (subject to the next paragraph), owed under this agreement and the Services
     Agreement during the dispute resolution process. If the aggregate disputed
     amount, combined with any aggregate disputed amount under section 10.14,
     exceeds $1,000,000, and upon the written request of the other party, the
     party disputing the amount (the "DISPUTING PARTY") will deposit the portion
     of the disputed amount in excess of $1,000,000 into an escrow account that
     will be governed by an escrow agreement in a form to be mutually agreed
     upon by the parties. The Disputing Party will deposit the amount into the
     escrow account within 10 Business Days after its receipt of the written
     request from the other party in accordance with the foregoing. If the
     Disputing Party complies with the requirements of this paragraph, then the
     other party or its Related Parties may not declare the Disputing Party in
     breach of this agreement or the Services Agreement because of nonpayment of
     the disputed amount, pending completion of the dispute resolution process.

          The escrow agent will be an unrelated third party that is in the
     business of serving as an escrow agent for or on behalf of financial
     institutions. The parties will share evenly the escrow agent's fees. The
     escrow agent will invest and reinvest the escrowed funds in interest-


                                       40


     bearing money market accounts or as the parties otherwise agree. The escrow
     agent will disburse the escrowed funds in the following manner based on the
     determination made in the dispute resolution process:

               (a) If the Disputing Party does not owe any of the disputed
          amounts, then the escrow agent will return all of the escrowed funds
          to the Disputing Party with the interest earned on the escrowed funds.

               (b) If the Disputing Party owes all of the disputed amounts, then
          the escrow agent will disburse all of the escrowed funds with the
          interest earned on the escrowed funds to the non-disputing party. If
          the interest earned is less than the amount owed based on the Default
          Rate, then the Disputing Party will pay the non-disputing party the
          difference between those amounts.

               (c) If the Disputing Party owes a portion of the disputed
          amounts, then the escrow agent will disburse to the non-disputing
          party the amount owed with interest at the Default Rate from the
          escrowed funds and disburse the balance of the escrowed funds to the
          Disputing Party. The Disputing Party will pay the non-disputing party
          the amount owed for interest at the Default Rate if the amount of the
          escrowed funds is insufficient.

          Manager and Sprint PCS will take all reasonable actions necessary to
     allow the Disputing Party to continue to reflect the amounts deposited into
     the escrow account by the Disputing Party as assets in the Disputing
     Party's financial statements.

          The parties will use the dispute resolution process under section 14.2
     of this agreement, excluding the escalation process set forth in section
     14.1, if they cannot agree on the form of escrow agreement.

          The parties agree that, despite this section 10.13, Manager will pay
     all disputed amounts due to Sprint PCS or any Related Party for fees for
     CCPU Services and CPGA Services payable under the Services Agreement for
     periods ending on or before December 31, 2006, subject to any other rights
     and remedies that Manager has under this agreement and the Services
     Agreement.

          The dispute of an item in a statement does not stay or diminish a
     party's other rights and remedies under this agreement, except that a party
     must complete the dispute resolution process in section 14 before taking
     any legal or equitable action against the other party.

          10.14 DISPUTE OR CORRECTION OF A THIRD PARTY INVOICE AMOUNT. Sprint
     PCS will include the applicable portion of any amount based on a


                                       41


     third party invoice in a statement to Manager within three calendar months
     after Sprint PCS' receipt of the third party invoice. Sprint PCS' failure
     to include the amount in a statement to Manager within the three calendar
     month-period will mean that the third party charges will not be collectible
     from Manager.

          A party can dispute or correct an amount based on a third party
     invoice only in good faith. Modified invoices received by Sprint PCS from a
     third party vendor and then sent by Sprint PCS to Manager will be treated
     as a new statement for purposes of this section, so long as the modified
     statement was revised in good faith and not simply to provide Sprint PCS
     additional time to resubmit a previous invoice.

          If a party disputes or corrects an amount on a third party invoice or
     the amount Sprint PCS attributed to Manager, the disputing party must give
     the other party written notice of the specific item disputed or corrected,
     the disputed or corrected amount with respect to that item and the reason
     for the dispute or correction within three calendar months after the end of
     the calendar month during which the disputed or erroneous statement was
     delivered. Sprint PCS and Manager will cooperate with each other to obtain
     the information needed to determine if the amounts billed by the third
     party and allocated to Manager were correct.

          Any dispute regarding the amount of the third party invoice Sprint PCS
     attributed to Manager will be submitted for resolution under the dispute
     resolution process in section 14. Manager must continue to pay to Sprint
     PCS all amounts, except disputed amounts, owed under this agreement and the
     Services Agreement during the information gathering and dispute resolution
     process. If the aggregate disputed amount, combined with any aggregate
     disputed amount under section 10.13, exceeds $1,000,000, and upon the
     written request of Sprint PCS, Manager will deposit the portion of the
     disputed amount in excess of $1,000,000 into an escrow account that will be
     governed by an escrow agreement containing terms similar to the general
     terms described in section 10.13 and in a form to be mutually agreed upon
     by the parties. Manager will deposit the amount into the escrow account
     within 10 Business Days after its receipt of the written request from
     Sprint PCS in accordance with the foregoing. If Manager complies with the
     requirements of this paragraph, then none of Sprint PCS or its Related
     Parties may declare Manager in breach of this agreement or the Services
     Agreement because of nonpayment of the disputed amount, pending completion
     of the dispute resolution process.

          The dispute of an item in a statement does not stay or diminish a
     party's other rights and remedies under this agreement, except that the
     parties must complete the dispute resolution process in section 14 before
     taking any legal or equitable action against each other.


                                       42


          10.15 LATE PAYMENTS. Any amount due under this agreement or the
     Services Agreement without a specified due date will be due 20 days after
     Manager receives an invoice. Any amount due under this agreement and the
     Services Agreement (including without limitation any amounts disputed under
     those agreements that are ultimately determined to be due) that is not paid
     by one party to the other party in accordance with the terms of the
     applicable agreement will bear interest at the Default Rate beginning (and
     including) the 6th day after the invoice or settlement due date until (and
     including) the date paid.

          10.16 SETOFF RIGHT IF FAILURE TO PAY AMOUNTS DUE. If Manager fails to
     pay any undisputed amount due Sprint PCS or a Related Party of Sprint PCS
     under this agreement, any undisputed amount due Sprint PCS or a Related
     Party of Sprint PCS under the Services Agreement or any other agreement
     with Sprint PCS or a Related Party of Sprint PCS, or any disputed amount
     due to Sprint PCS or a Related Party for fees for CCPU Services or CPGA
     Services payable under the Services Agreement, then 5 days after the
     payment due date Sprint PCS may setoff against its payments to Manager
     under this section 10 any such undisputed amount that Manager owes to
     Sprint PCS or a Related Party of Sprint PCS. This right of setoff is in
     addition to any other right that Sprint PCS or a Related Party of Sprint
     PCS might have under this agreement, the Services Agreement or any other
     agreements with Sprint PCS or a Related Party of Sprint PCS.

     18. TERMINATION RIGHTS [ADDM XI,SS.18]. Section 11.3.7 is deleted, and all
references in the agreement to section 11.3.7 are also deleted.

     19. NON-TERMINATION OF AGREEMENT [ADDM I,SS.8]. Sections 11.5.3 and 11.6.4
are replaced with the following paragraphs:

               11.5.3 MANAGER'S ACTION FOR DAMAGES OR OTHER RELIEF. Manager, in
          accordance with the dispute resolution process in section 14, may seek
          damages or other appropriate relief, but such action does not
          terminate this agreement.

               11.6.4 SPRINT PCS' ACTION FOR DAMAGES OR OTHER RELIEF. Sprint
          PCS, in accordance with the dispute resolution process in section 14,
          may seek damages or other appropriate relief, but such action does not
          terminate this agreement.

     20. BUSINESS VALUATION [ADDM VI,SS.4]. A new subsection 11.7.4(f) is added
to the Management Agreement:

          (f) In the event the Entire Business Value of Manager is being
     determined, the entire value of any Operating Asset may be allocated among
     Manager and one or more of the Other Affiliates, where appropriate, but the
     sum of the values attributed to such Operating Asset in determining the
     Entire


                                       43


     Business Value of Manager and the Other Affiliates shall not exceed the
     value of such Operating Asset if it were used to calculate only Manager's
     Entire Business Value (i.e., "double counting" is prohibited).

     21. AUDIT [ADDM XI,SS.21]. Section 12.1.2 is amended and restated in its
entirety to read as follows:

          12.1.2 AUDITS. On reasonable advance notice by one party, the other
     party must provide its independent or internal auditors access to its
     appropriate financial and operating records, including, without limitation,
     vendor and distribution agreements, for purposes of auditing the amount of
     fees (including the appropriateness of items excluded from the Fee Based on
     Billed Revenue), costs, expenses (including operating metrics referred to
     in this agreement and the Services Agreement relating to or used in the
     determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
     Services or CPGA Services) or other charges payable in connection with the
     Service Area for the period audited. The party that requested the audit may
     decide if the audit is conducted by the other party's independent or
     internal auditors. Manager and Sprint PCS may each request no more than one
     audit per year.

               (a) If the audit shows that Sprint PCS was underpaid then, unless
          the amount is contested, Manager will pay to Sprint PCS the amount of
          the underpayment within 10 Business Days after Sprint PCS gives
          Manager written notice of the underpayment determination.

               (b) If the audit determines that Sprint PCS was overpaid then,
          unless the amount is contested, Sprint PCS will pay to Manager the
          amount of the overpayment within 10 Business Days after Manager gives
          Sprint PCS written notice of the overpayment determination.

          The auditing party will pay all costs and expenses related to the
     audit unless the amount owed to the audited party is reduced by more than
     10% or the amount owed by the audited party is increased by more than 10%,
     in which case the audited party will pay the costs and expenses related to
     the audit.

          Sprint PCS will provide a report issued in conformity with Statement
     of Auditing Standard No. 70 "Reports on the Processing of Transactions by
     Service Organizations" ("TYPE II REPORT" or "MANAGER MANAGEMENT REPORT") to
     Manager annually. If Manager, on the advice of its independent auditors or
     its legal counsel, determines that a statute, regulation, rule, judicial
     decision or interpretation, or audit or accounting rule, policy or
     literature published by the accounting or auditing profession or other
     authoritative rule making body (such as the Securities


                                       44


     and Exchange Commission, the Public Company Accounting Oversight Board or
     the Financial Accounting Standards Board) requires additional assurances
     beyond SAS 70, then Sprint PCS will cooperate with Manager to provide the
     additional assurances. Sprint PCS' independent auditors will prepare any
     Type II Report or Manager Management Report provided under this section
     12.1.2 and will provide an opinion on the controls placed in operation and
     tests of operating effectiveness of those controls in effect at Sprint PCS
     over Manager Management Processes. "Manager Management Processes" include
     those services generally provided within this agreement, primarily billing
     and collection of revenues.

     22. SHARING CONFIDENTIAL INFORMATION WITH LENDERS [ADDM II,SS.7]. Section
12.2(b)(vii) of the Management Agreement is replaced with the following
paragraph:

               (vii) is disclosed by the receiving party to a financial
          institution or accredited investor (as that term is defined in Rule
          501(a) under the Securities Act of 1933) that is considering providing
          or has provided financing to the receiving party and which financial
          institution or accredited investor has agreed to keep the Confidential
          Information confidential in accordance with an agreement at least as
          restrictive as this section 12.2.

     23. REGULATORY NOTICES (COSTS) [ADDM I, SS.2]. The last sentence of section
16.4 is replaced with the following language: "If Sprint PCS chooses to respond
to such communications and complaints, Manager will not respond to them without
the consent of Sprint PCS. Sprint PCS will bear the cost of responding to any
such communications and complaints unless (1) such response is primarily the
result of Manager's acts or omissions that constitute negligence, willful
misconduct, or breach of any provision of this agreement (in which case Manager
will pay the costs of Sprint PCS' response), or (2) Manager's response is not
requested by Sprint PCS."

     24. NOTICES [ADDM VIII,SS.10 AND ADDM XI,SS.24]. (a) Section 17.1 is
amended and restated in its entirety to read as follows:

          17.1 NOTICES. (a) Any notice, payment, invoice, demand or
     communication required or permitted to be given by any provision of this
     agreement must be in writing and mailed (certified or registered mail,
     postage prepaid, return receipt requested), sent by hand or overnight
     courier, charges prepaid or sent by facsimile or email (in either instance
     with acknowledgement or read receipt received), and addressed as described
     below, or to any other address or number as the person or entity may from
     time to time specify by written notice to the other parties. Sprint PCS may
     give notice of changes to a Program Requirement by sending an email that
     directs Manager to the changed Program Requirement on the affiliate
     intranet website.


                                       45


          The subject line of any email notice that purports to amend any
     Program Requirement must read "Program Requirement Change" and the first
     paragraph must indicate (i) which Program Requirement is being modified,
     (ii) what is being modified in the Program Requirement, and (iii) when the
     Program Requirement will take effect. The email must also include either a
     detailed summary of the Program Requirement Change or a redline comparison
     between the old Program Requirement and the new Program Requirement.

          Any notice, demand or communication intended to be notice of a breach
     of an agreement or notice of an Event of Termination must:

               (A) clearly indicate that intent,

               (B) state the section(s) of the agreements allegedly breached,
          and

               (C) be mailed or sent by overnight courier in the manner
          described in the first paragraph in this section 17.1.

          Manager will promptly give Sprint PCS a copy of any notice Manager
     receives from the Administrative Agent or any Lender, and a copy of any
     notice Manager gives to the Administrative Agent or any Lender. Sprint PCS
     will promptly give Manager a copy of any notice that Sprint PCS receives
     from the Administrative Agent or any Lender and a copy of any notice that
     Sprint PCS gives to the Administrative Agent or any Lender.

          All notices and other communications given to a party in accordance
     with the provisions of this agreement will be deemed to have been given
     when received.

     (b) The parties' notice addresses are as follows:

     For all entities comprising Sprint PCS:

               Sprint PCS
               KSOPHJ0212-2A101
               6130 Sprint Parkway
               Overland Park, KS  66251
               Telephone: 913-762-7929
               Telecopier:  913-523-0539
               Email: dbotto01@sprintspectrum.com
               Attention: Vice President - Finance

          with a copy to:


                                       46


               Sprint Law Department
               KSOPHT0101-Z2020
               6391 Sprint Parkway
               Overland Park, KS  66251
               Telephone:  913-315-9315
               Telecopier:  913-523-9823
               Email: john.w.chapman@mail.sprint.com
               Attention: John Chapman

     For Manager:

               Texas Telecommunications, LP
               5225 S. Loop 289
               Suite 120
               Lubbock, TX  79424
               Telephone: 806-722-1100
               Telecopier: 806-722-1127
               Email: dsharbutt@alamosapcs.com
               Attention: David Sharbutt, President

          with a copy to:

               Crenshaw, Dupree & Milam, L.L.P.
               Wells Fargo Center
               1500 Broadway, 8th Floor
               Lubbock, Texas 79401
               Telephone: 806-762-5281
               Telecopier: 806-762-3510
               Email: JMcCutchin@cdmlaw.com
               Attention: Jack McCutchin, Jr.

          and with copies to the following individuals' email addresses if a
     notice of a Program Requirement Change is sent by email:

               Kendall W. Cowan, Chief Financial Officer
               Email: kcowan@alamosapcs.com

               Stephen A. Richardson, Chief Operating Officer
               Email: srichardson@alamosapcs.com

               Loyd I. Rinehart, Senior Vice President of Corporate Finance
               Email: lrinehart@alamosapcs.com

     25. FORCE MAJEURE [ADDM XI,SS.25]. The second paragraph of section 17.9.3
is amended and restated in its entirety to read as follows:


                                       47


          Neither Manager nor Sprint PCS, as the case may be, is in breach of
     any covenant in this agreement, and no Event of Termination will occur as a
     result of the failure of such party to comply with any covenant, if the
     party's non-compliance with the covenant results primarily from:

               (i) any FCC order or any other injunction that any governmental
          authority issues that impedes the party's ability to comply with the
          covenant,

               (ii) the failure of any governmental authority to grant any
          consent, approval, waiver or authorization or any delay on the part of
          any governmental authority in granting any consent, approval, waiver
          or authorization,

               (iii) the failure of any vendor to deliver in a timely manner any
          equipment or service, or

               (iv) any act of God, act of war or insurrection, riot, fire,
          accident, explosion, labor unrest, strike, civil unrest, work
          stoppage, condemnation or any similar cause or event not reasonably
          within the control of the party.

     26. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
VIII,SS.8]. Section 17.12 of the Management Agreement is replaced with the
following language:

          17.12 GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS.

               17.12.1 GOVERNING LAW. The internal laws of the State of Kansas
          (without regard to principles of conflicts of law) govern the validity
          of this agreement, the construction of its terms, and the
          interpretation of the rights and duties of the parties.

               17.12.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

                    (a) Each party hereby irrevocably and unconditionally
               submits, for itself and its property, to the nonexclusive
               jurisdiction of any Kansas State court sitting in the County of
               Johnson or any Federal court of the United States of America
               sitting in the District of Kansas, and any appellate court from
               any such court, in any suit action or proceeding arising out of
               or relating to this agreement, or for recognition or enforcement
               of any judgment, and each party hereby irrevocably and
               unconditionally agrees that all claims in respect of any such
               suit, action or proceeding may be heard and determined in such
               Kansas State Court or, to the extent permitted by law, in such
               Federal court.


                                       48


                    (b) Each party hereby irrevocably and unconditionally
               waives, to the fullest extent it may legally do so, any objection
               which it may now or hereafter have to the laying of venue of any
               suit, action or proceeding arising out of or relating to this
               agreement in Kansas State court sitting in the County of Johnson
               or any Federal court sitting in the District of Kansas. Each
               party hereby irrevocably waives, to the fullest extent permitted
               by law, the defense of an inconvenient forum to the maintenance
               of such suit, action or proceeding in any such court and further
               waives the right to object, with respect to such suit, action or
               proceeding, that such court does not have jurisdiction over such
               party.

                    (c) Each party irrevocably consents to service of process in
               the manner provided for the giving of notices pursuant to this
               agreement, provided that such service shall be deemed to have
               been given only when actually received by such party. Nothing in
               this agreement shall affect the right of a party to serve process
               in another manner permitted by law.

     27. TRANSFER OF SPRINT PCS NETWORK [ADDM VI,SS.8]. The first sentence of
section 17.15.5 is replaced with the following sentence:

          In conjunction with the sale of the Sprint PCS Network, Sprint PCS may
     sell, transfer or assign the Sprint PCS Network and any of the Licenses,
     including its rights and obligations under this agreement, the Services
     Agreement and any related agreements, to a third party without Manager's
     consent so long as the third party assumes the rights and obligations under
     this agreement and the Services Agreement.

     28. ANNOUNCED TRANSACTIONS [ADDM I,SS.9]. Section 17.24 is deleted.

     29. ADDITIONAL TERMS AND PROVISIONS [ADDM I,SS.10 AND ADDM XI,SS.29].
Section 17.25 is replaced with the following paragraph:

          17.25 ADDITIONAL TERMS AND PROVISIONS. Certain additional and
     supplemental terms and provisions of this agreement, if any, are set forth
     in the Addendum to Sprint PCS Management Agreement, which is incorporated
     into this agreement by this reference. Manager represents and warrants that
     all existing contracts and arrangements (written or verbal) that relate to
     or affect the rights of Sprint PCS or any of its Related Parties under this
     agreement (e.g., agreements relating to long-distance telephony services
     (section 3.4)) are described on Exhibit 17.25, and Manager agrees to
     deliver photocopies of such agreements to Sprint PCS upon request to the
     extent permissible by the terms of the agreement.

     30. FEDERAL CONTRACTOR COMPLIANCE [ADDM I, SS.11]. A new section 17.28, the
text of which is attached as Exhibit A to Addendum I, is added and incorporated
by this reference. When and to the extent required by applicable law, Manager
will comply with the requirement of this section 17.28.


                                       49


     31. YEAR 2000 COMPLIANCE [ADDM I,SS.12]. A new section 17.29 is added to
the Management Agreement:

          17.29 YEAR 2000 COMPLIANCE. Sprint PCS and Manager each separately
     represents and warrants that any system or equipment acquired, operated or
     designated by it for use in the Service Area Network or for use to support
     the Service Area Network, including (without limitation) billing, ordering
     and customer service systems, will be capable of correctly processing and
     receiving date data, as well as properly exchanging date data with all
     products (for example, hardware, software and firmware) with which the
     Service Area Network is designed to be used, and will not malfunction or
     fail to function due to an inability to process correctly date data in
     conformance with Sprint PCS requirements for "Year 2000 Compliance." If the
     Service Area Network or any system used to support the Service Area Network
     fails to operate as warranted due to defects or failures in any system or
     equipment selected by Manager (including systems or equipment of third
     party vendors and subcontractors selected by Manager rather than by Sprint
     PCS) Manager will, at its own expense, make the repairs, replacements or
     upgrades necessary to correct the failure and provide a Year 2000 Compliant
     Service Area Network. If the Service Area Network or any system used to
     support the Service Area Network fails to operate as warranted due to
     defects or failures in any systems or equipment selected by Sprint PCS
     (including systems or equipment of third party vendors and subcontractors
     that Sprint PCS selects and requires Manager to use), Sprint PCS will, at
     its own expense, make the repairs, replacements or upgrades necessary to
     correct the failure and provide a Year 2000 Compliant Service Area Network.

          "YEAR 2000 COMPLIANCE" means the functions, calculations, and other
     computing processes of the Service Area Network (collectively "Processes")
     that perform and otherwise process, date-arithmetic, display, print or pass
     date/time data in a consistent manner, regardless of the date in time on
     which the Processes are actually performed or the dates used in such data
     or the nature of the date/time data input, whether before, during or after
     January 1, 2000 and whether or not the date/time data is affected by leap
     years. To the extent any part of the Service Area Network is intended to be
     used in combination with other software, hardware or firmware, it will
     properly exchange date/time data with such software, hardware or firmware.
     The Service Area Network will accept and respond to two-digit year-date
     input, correcting or supplementing as necessary, and store, print, display
     or pass date/time data in a manner that is unambiguous as to century. No
     date/time data will cause any part of the Service Area Network to perform
     an abnormally ending routine or function within the Processes or generate
     incorrect final values or invalid results.

     32. CROSS-DEFAULT [ADDM VI,SS.2 AND ADDM VII,SS.2]. A new section 17.30 is
added to the Management Agreement:

          17.30 CROSS-DEFAULT. A breach or Event of Termination under any of the
     Sprint Agreements (as that term is defined in the Consent and Agreement) by


                                       50


     Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership,
     Alamosa Missouri, LLC (f/k/a Roberts Wireless Communications, LLC), a
     Missouri limited liability company, Southwest PCS, L.P., an Oklahoma
     limited partnership, or Washington Oregon Wireless LLC, a Delaware limited
     liability company, or their respective successors or assigns (collectively
     the "OTHER AFFILIATES") also constitutes a breach or Event of Termination,
     as the case may be, by Manager of the same provision of the applicable
     Sprint Agreement to which Manager is a party, and the Sprint Parties (as
     that term is defined in the Consent and Agreement) shall have the same
     rights under the Sprint Agreements and the Consent and Agreement to which
     Manager is a party as if the same breach or Event of Termination had
     occurred under such Sprint Agreement. Such breach or Event of Termination
     by an Other Affiliate shall not qualify as a force majeure under the Sprint
     Agreements or the Consent and Agreement.

     33. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS [ADDM VI,SS.3]. A
new section 17.31 is added to the Management Agreement:

          17.31 PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS. To induce
     the Sprint Parties to enter into the Consent and Agreement with Citicorp,
     Manager absolutely and unconditionally guarantees the prompt and punctual
     performance and payment of the Obligations (as that term is defined in the
     Consent and Agreement) of the Other Affiliates and their respective
     successors or assigns when due and payable pursuant to the terms of the
     Other Affiliates' Sprint Agreements as they may be amended and modified.
     Manager agrees that the Sprint Parties shall not be required first to
     collect from any other guarantor of any such obligation or to proceed
     against or exhaust any collateral or security for any obligation before
     requiring Manager to perform or pay the obligation guaranteed under this
     section. Any Sprint Party may bring suit against Manager without joining
     the Other Affiliates or any other guarantor. Manager agrees that notice
     given by a Sprint Party to any Other Affiliate under such Other Affiliate's
     Sprint Agreements or the Consent and Agreement constitutes notice to
     Manager.

     34. FINANCIAL INFORMATION [ADDM IV,SS.2]. A new section 17.32 is added to
the Management Agreement:

          17.32 COPIES OF FINANCIAL INFORMATION. Manager agrees to give Sprint
     PCS a copy of all financial information it gives the Administrative Agent
     or any Lender (as such parties are defined in the Consent and Agreement).

                               SERVICES AGREEMENT

     35. NON-EXCLUSIVE SERVICE [ADDM XI,SS.35]. Section 1.3 of the Services
Agreement is amended and restated in its entirety to read as follows:

          1.3 NON-EXCLUSIVE SERVICES. Nothing contained in this agreement
     confers upon Manager an exclusive right to any of the Services. Sprint
     Spectrum may contract with others to provide expertise and

                                       51


     services identical or similar to those to be made available or provided to
     Manager under this agreement.

     36. CHANGES TO ARTICLE 2 [ADDM XI,SS.36; REVISED BY THIS ADDENDUM]. Article
2 of the Services Agreement is amended and restated in its entirety to read as
follows:

                                   2. SERVICES

          2.1  SERVICES.

               2.1.1 SERVICES. Subject to the terms of this agreement, through
          December 31, 2006, Manager will obtain the services set forth on
          Schedule 2.1.1 attached to this agreement ("SERVICES") from Sprint
          Spectrum in accordance with this section 2.1, and Sprint Spectrum will
          provide all or none of the Services. For purposes of clarification, as
          of the Effective Date of Addendum X through December 31, 2006, Sprint
          Spectrum is providing all of the Services to Manager and Sprint
          Spectrum will not provide individual Services.

               The fees charged for the Services and the process for setting the
          fees charged for the Services are set forth in section 3.2. Sprint
          Spectrum may designate additional Services upon at least 60 days'
          prior written notice to Manager by providing an amended Schedule 2.1.1
          to Manager in accordance with the provisions of section 9.1.

               Without Manager's prior written consent, neither Sprint Spectrum
          nor any of its Related Parties will require Manager to pay for:

               (A) any of those additional CCPU Services or CPGA Services to the
          extent that they are the same as or functionally equivalent to any
          service or benefit that Manager currently receives from Sprint
          Spectrum or its Related Parties or Sprint PCS or its Related Parties
          but for which Manager does not pay a separate fee immediately after
          the Effective Date, or

               (B) any other additional CCPU Services or CPGA Services through
          December 31, 2006. After that date the fee for those other additional
          Services will be included in the fees for CCPU Services and CPGA
          Services.

               2.1.2 DISCONTINUANCE OF SERVICES. If Sprint Spectrum determines
          to no longer offer a Service, then Sprint Spectrum must

                    (i) notify Manager in writing a reasonable time before
               discontinuing the Service, except Sprint will notify Manager at
               least 9 months before Sprint plans to


                                       52


               discontinue a significant Service (e.g., billing, collection and
               customer care).

                    (ii) discontinue the Service to all Other Managers.

          If Manager determines within 90 days after receipt of notice of
          discontinuance that it wants to continue to receive the Service,
          Sprint Spectrum will use commercially reasonable efforts to:

                    (a) help Manager provide the Service itself or find another
               vendor to provide the Service, and

                    (b) facilitate Manager's transition to the new Service
               provider.

               The fees charged by Sprint Spectrum for the CCPU Services and
          CPGA Services will be reduced by any fees payable by Manager to a
          vendor or new Service provider in respect of discontinued CCPU
          Services and CPGA Services, if (x) Sprint Spectrum procures such CCPU
          Services or CPGA Services from a vendor or a new Service provider and
          bills those items as Settled-Separately Manager Expenses (as defined
          in subsection 3.2.5 of this agreement), or (y) Manager procures such
          CCPU Services or CPGA Services from a vendor or a new provider of
          Services, or (z) Manager self-provisions the Service. No adjustment to
          the fees will be made if Sprint Spectrum discontinues a CCPU Service
          or CPGA Service and Sprint Spectrum does not provide the CCPU Service
          or CPGA Service to end users.

               2.1.3 PERFORMANCE OF SERVICES. Sprint Spectrum may select the
          method, location and means of providing the Services. If Sprint
          Spectrum wishes to use Manager's facilities to provide the Services,
          Sprint Spectrum must obtain Manager's prior written consent.

          2.2 THIRD PARTY VENDORS. Some of the Services might be provided by
     third party vendors under arrangements between Sprint Spectrum and the
     third party vendors. In some instances, Manager may receive Services from a
     third party vendor under the same terms and conditions that Sprint Spectrum
     receives those services. In other instances, Manager may receive Services
     under the terms and conditions set forth in an agreement between Manager
     and the third party vendor.

     37. CHANGES TO ARTICLE 3 [ADDM XI,SS.37; REVISED BY THIS ADDENDUM]. (a)
Section 13 of Addendum I is deleted. Article 3 of the Services Agreement is
amended and restated in its entirety to read as follows:

                              3. FEES FOR SERVICES


                                       53


          3.1 SERVICES. Manager will pay Sprint Spectrum a fee for the Services
     provided by or on behalf of Sprint Spectrum now or in the future, subject
     to Section 2.1.1. Manager may not obtain these Services from other sources,
     except as provided in this agreement.

          If an accounting classification change has the effect of moving a
     Service from a CCPU Service or CPGA Service to a Settled-Separately Manager
     Expense, the fees for the CCPU Services or CPGA Services, as applicable,
     charged by Sprint Spectrum will be reduced by the fees payable by Manager
     for the new Settled-Separately Manager Expense.

          3.2 FEES FOR SERVICES.

               3.2.1 INITIAL PRICING PERIOD. The fees Manager will pay Sprint
          Spectrum for the CCPU Services and CPGA Services provided to Manager
          by or on behalf of Sprint Spectrum each month from the Effective Date
          of Addendum XII until December 31, 2006 ("INITIAL PRICING PERIOD"),
          will be:

                    (a) for the CCPU Services: $7.00 per subscriber multiplied
               by the Number of Customers in Manager's Service Area, and

                    (b) for the CPGA Services: $23.00 per Gross Customer
               Addition in Manager's Service Area multiplied by the Gross
               Customer Additions in Manager's Service Area.

               The fees will be paid as set forth in section 10 of the
          Management Agreement.

               3.2.2 PRICING PROCESS. The parties will reset the CCPU and CPGA
          amounts to be applied in each pricing period after the Initial Pricing
          Period ends. Each subsequent pricing period will last three years (if
          Manager continues to use Sprint Spectrum or a Related Party to provide
          these Services) with, for example, the second pricing period beginning
          on January 1, 2007 and ending on December 31, 2009.

               The process for resetting the amounts is as follows:

               (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
          amounts by October 31 of the calendar year before the calendar year in
          which the then current pricing period ends (e.g. if the pricing period
          ends on December 31, 2006 then the amounts have to be presented by
          October 31, 2005). The proposed amounts will be based on the amount
          necessary to recover Sprint PCS' reasonable costs for providing the
          CCPU Services and CPGA Services to Manager and the Other Managers.
          Manager's representative and the Sprint PCS


                                       54


          representative will begin discussions regarding the proposed CCPU and
          CPGA amounts within 20 days after Manager receives the proposed CCPU
          and CPGA amounts from Sprint Spectrum.

               (b) The fee Manager will pay Sprint Spectrum for the CCPU
          Services provided to Manager by or on behalf of Sprint Spectrum each
          month beginning on January 1, 2007 until December 31, 2008 under the
          pricing process described in this section 3.2.2 will not exceed $8.50
          per subscriber multiplied by the Number of Customers in Manager's
          Service Area.

               (c) If the parties do not agree on new CCPU and CPGA amounts
          within 30 days after the discussions begin, then Manager may escalate
          the discussion to the Sprint PCS Chief Financial Officer or Sprint
          Spectrum may escalate the discussion to Manager's Chief Executive
          Officer or Chief Financial Officer.

               (d) If the parties cannot agree on the new CCPU and CPGA amounts
          through the escalation process within 20 days after the escalation
          process begins, then Manager may either

                    (i) submit the determination of the CCPU and CPGA amounts to
               binding arbitration under section 14.2 of this agreement,
               excluding the escalation process set forth in section 14.1 and
               continue obtaining all of the CCPU Services and CPGA Services
               from Sprint Spectrum at the CCPU and CPGA amounts the arbitrator
               determines, or

                    (ii) procure from a vendor other than Sprint Spectrum or
               self-provision all of the Services.

               By December 1, 2006, the parties will agree on a service level
          agreement for customer care services and collection services
          ("CUSTOMER-RELATED SERVICES") that will apply to Customer-Related
          Services delivered by Sprint Spectrum starting on January 1, 2007. If
          the parties cannot agree on a service level agreement by December 1,
          2006, either party may submit a proposed service level agreement to
          binding arbitration under section 14.2 of the Management Agreement,
          excluding the escalation process set forth in section 14.1. If the
          arbitration concludes after January 1, 2007 the service level
          agreement, as agreed upon through the arbitration process, will be
          effective as of January 1, 2007. The agreement will set forth 5
          metrics for Customer-Related Services and will provide that Sprint
          Spectrum will use commercially reasonable efforts to meet the industry
          averages for those metrics as in effect on December 1, 2006. The 5
          metrics are:

               (a) Service Grade Rate defined as percentage of calls answered in
          60


                                       55


          seconds or less after the customer enters the call queue.

               (b) Average Hold Time defined as average time a customer waits to
          talk to a customer service representative once the customer enters the
          call queue.

               (c) Abandoned Call Rate defined as the percentage of calls that
          disconnect prior to talking to a customer service representative after
          the customer enters the call queue.

               (d) Net Write-Offs Rate defined as monthly write-offs of accounts
          receivable, net of customer deposits, divided by monthly subscriber
          revenue.

               (e) Past-Due Accounts Receivable Aging Rates defined as
          percentage of accounts receivable greater than 60 days from due date.

               The service level agreement will provide that Sprint Spectrum
          will give Manager a quarterly report on the above metrics. Beginning
          in 2008, Manager will have the right to opt out of Sprint Spectrum
          providing the Customer Related Services if the average of the metrics
          reflected in the four quarterly reports for the prior calendar year
          indicate that Sprint Spectrum is not in compliance with any 2 of the 5
          metrics. To exercise the opt-out right, Manager must give its opt-out
          notice to Sprint Spectrum during the first quarter of any calendar
          year that Manager has an opt-out right. Upon receipt of an opt-out
          notice, Manager and Sprint Spectrum will use commercially reasonable
          efforts to transition the Customer-Related Services to Manager or a
          third party vendor within 9 months after the opt-out notice date. Upon
          the parties' completion of the transition, the parties will agree to
          an adjustment to the CCPU Service Fee being charged by Sprint Spectrum
          to Manager. If the parties cannot agree to an adjustment, Manager has
          the right to submit the determination to binding arbitration under
          section 14.2 of the Management Agreement, excluding the escalation
          process set forth in section 14.1, and continue obtaining all the CPGA
          Services and remaining CCPU services from Sprint Spectrum. Manager
          will reimburse Sprint Spectrum for transition and continuing operation
          costs in accordance with Section 3.2.4.

               Manager's opt-out right described above is its sole remedy if
          Sprint Spectrum is not in compliance with the metrics; Sprint
          Spectrum's non-compliance with the metrics does not constitute a
          breach of this agreement or any other agreement between the parties.

               Manager has the right to propose to Sprint Spectrum that Manager
          self-provision or procure from a vendor some, but not all, of the
          Services. Sprint Spectrum will discuss the proposal with Manager, but


                                       56


          Manager can only self-provision or procure from a vendor some of the
          Services if Sprint Spectrum agrees.

               Manager will begin paying Sprint Spectrum under the CCPU and CPGA
          amounts that Sprint Spectrum presents for discussion at the beginning
          of the new pricing period until the date on which the parties agree or
          until the arbitrator determines the new CCPU and CPGA amounts,
          whichever occurs first. Within 30 days after the amounts are
          determined (either by agreement or by arbitration), Sprint PCS will
          recalculate the fees from the beginning of the new pricing period and
          give notice to Manager of what the fees are and the amount of any
          adjusting payments required. If Sprint PCS owes Manager a refund of
          fees already paid, Sprint PCS may pay the amount to Manager or Sprint
          PCS, in its sole discretion, may credit the amount of the refund
          against any amounts Manager then owes to Sprint PCS. If Sprint PCS
          chooses to pay the refund, it will make the payment at the time it
          sends the notice to Manager; If Sprint PCS chooses to credit the
          refund, it will in the notice indicate the amounts owing to which the
          credit will be applied. If Manager owes Sprint PCS additional fees
          Manager will pay those fees to Sprint PCS within 10 days after receipt
          of the notice.

               3.2.3 SPRINT SPECTRUM FIRST RIGHT OF REFUSAL. Manager must give
          Sprint Spectrum written notice of Manager's decision to procure the
          Services from a third party vendor the Services at least 120 days
          before the end of the Initial Pricing Period or any subsequent
          three-year pricing period and provide the third party vendor terms to
          Sprint Spectrum. Sprint Spectrum will have 30 days from the date it
          receives the third party vendor's terms to decide if it will provide
          those Services to Manager under those terms.

               Manager must agree to receive the Services from Sprint Spectrum
          if Sprint Spectrum gives notice to Manager that it will provide the
          Services to Manager on the third party vendor terms. If Sprint
          Spectrum does not exercise its first right of refusal, Manager must
          sign the agreement with the third party vendor on the same terms and
          conditions as presented to Sprint Spectrum within 10 Business Days
          after Sprint Spectrum notifies Manager of its decision not to exercise
          the first right of refusal or the expiration of the 30-day period,
          whichever occurs first. The procedure set forth in this section 3.2.3
          will begin again if Manager does not sign the agreement with the third
          party vendor as required in the preceding sentence.

               3.2.4 TRANSITION AND CONTINUING OPERATING COSTS. Sprint Spectrum
          will cooperate with Manager and work diligently and in good faith to
          implement the transition to another service provider (including
          Manager, if applicable), in a reasonably efficient and expeditious
          manner.


                                       57


               Manager will pay for all reasonable out-of-pocket costs that
          Sprint Spectrum and its Related Parties actually incur to (i) transfer
          any Service(s) provided to Manager to a third party vendor or to
          enable Manager to self-provide any Service(s), and (ii) operate and
          maintain systems, processes, licenses and equipment to support those
          Services. Sprint Spectrum will bill Manager monthly for these costs.

               3.2.5 SETTLED-SEPARATELY MANAGER EXPENSES. Manager will pay to or
          reimburse Sprint Spectrum for any amounts that Sprint Spectrum or its
          Related Parties pays for Settled-Separately Manager Expenses.
          "SETTLED-SEPARATELY MANAGER EXPENSES" means those items the parties
          choose to settle separately between themselves (e.g. accessory
          margins, reciprocal retail store cost recovery) that are listed in
          sections C and D of Schedule 2.1.1.

               Sprint Spectrum will give Manager at least 60 days' prior written
          notice by providing an amended Schedule 2.1.1 to Manager in accordance
          with the provisions of section 9.1 of any additional Services added to
          sections C and D of Schedule 2.1.1, but no additional service may be
          added to the extent it is the same as, or functionally equivalent to,
          either:

                    (a) any service that Sprint Spectrum or any of its Related
               Parties currently provides to Manager as a CCPU Service or a CPGA
               Service (unless the fees payable by Manager to Sprint Spectrum
               hereunder are correspondingly reduced) or

                    (b) any service or benefit that Manager currently receives
               from Sprint Spectrum or its Related Parties but for which Manager
               does not pay a separate fee before the Effective Date.

               For each Settled-Separately Manager Expense, Sprint Spectrum will
          provide sufficient detail to enable Manager to determine how the
          expense was calculated, including the unit of measurement (e.g., per
          subscriber per month or per call) and the record of the occurrences
          generating the expense (e.g., the number of calls attributable to the
          expense). If an expense is not reasonably subject to occurrence level
          detail, Sprint Spectrum will provide reasonable detail on the process
          used to calculate the fee and the process must be reasonable. A detail
          or process is reasonable if it is substantially in the form as is
          customarily used in the wireless industry. The Settled-Separately
          Manager Expenses will be paid as set forth in section 10 of the
          Management Agreement. Sprint Spectrum and its Related Parties may
          arrange for Manager to pay any of the Settled-Separately Manager
          Expenses directly to the vendor after giving Manager reasonable
          notice.


                                       58


               Unless Manager specifically agrees otherwise, any
          Settled-Separately Manager Expense that Sprint Spectrum or any of its
          Related Parties is entitled to charge or pass through to Manager under
          this agreement or the Management Agreement will reflect solely
          out-of-pocket costs and expenses that Sprint Spectrum or its Related
          Parties actually incur, will be usage-based or directly related to
          revenue-generating products and services, and will not include any
          allocation of Sprint PCS' or its Related Parties' internal costs or
          expenses (including, but not limited to, allocations of general and
          administrative expenses or allocations of employee compensation or
          related expenses). For clarity, Sprint Spectrum's or its Related
          Parties' out-of-pocket costs for handset and accessory inventory
          consist of actual inventory invoice costs less any volume incentive
          rebates and price protection credits that Sprint Spectrum or its
          Related Parties receive from a vendor.

          3.3 LATE PAYMENTS. Any payment due under this section 3 that Manager
     fails to pay to Sprint Spectrum in accordance with this agreement will bear
     interest at the Default Rate beginning (and including) the 6th day after
     the due date stated on the invoice until (and including) the date on which
     the payment is made.

          3.4 TAXES. Manager will pay or reimburse Sprint Spectrum for any
     sales, use, gross receipts or similar tax, administrative fee,
     telecommunications fee or surcharge for taxes or fees that a governmental
     authority levies on the fees and charges that Manager pays to Sprint
     Spectrum or a Related Party.

     38. AUDIT [ADDM XI,SS.38]. Section 5.1.2 of the Services Agreement is
amended and restated in its entirety to read as follows:

          5.1.2 AUDITS. On reasonable advance notice by one party, the other
     party must provide its independent or internal auditors access to its
     appropriate financial and operating records, including, without limitation,
     vendor and distribution agreements, for purposes of auditing the amount of
     fees (including the appropriateness of items included in Settled-Separately
     Manager Expenses), costs, expenses (including operating metrics referred to
     in this agreement and the Services Agreement relating to or used in the
     determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
     Services or CPGA Services) or other charges payable in connection with the
     Service Area for the period audited. The party that requested the audit may
     decide if the audit is conducted by the other party's independent or
     internal auditors. Manager and Sprint Spectrum may each request no more
     than one audit per year.

               (a) If the audit shows that Sprint Spectrum was underpaid then,
          unless the amount is contested, Manager will pay to Sprint Spectrum
          the amount of the underpayment within 10


                                       59


          Business Days after Sprint Spectrum gives Manager written notice of
          the underpayment determination.

               (b) If the audit determines that Sprint Spectrum was overpaid
          then, unless the amount is contested, Sprint Spectrum will pay to
          Manager the amount of the overpayment within 10 Business Days after
          Manager gives Sprint Spectrum written notice of the overpayment
          determination.

          The auditing party will pay all costs and expenses related to the
     audit unless the amount owed to the audited party is reduced by more than
     10% or the amount owed by the audited party is increased by more than 10%,
     in which case the audited party will pay the costs and expenses related to
     the audit.

          If either party disputes the auditor's conclusion then the dispute
     will be submitted to binding arbitration in accordance with section 14.2 of
     the Management Agreement, excluding the escalation process set forth in
     section 14.1 of the Management Agreement.

          Sprint PCS will provide a Type II Report to Manager annually. If
     Manager, on the advice of its independent auditors or its legal counsel,
     determines that a statute, regulation, rule, judicial decision or
     interpretation, or audit or accounting rule, policy or literature published
     by the accounting or auditing profession or other authoritative rule making
     body (such as the Securities and Exchange Commission, the Public Company
     Accounting Oversight Board or the Financial Accounting Standards Board)
     requires additional assurances beyond SAS 70, then Sprint Spectrum will
     cooperate with Manager to provide the additional assurances. Sprint
     Spectrum's independent auditors will prepare any Type II Report or Manager
     Management Report provided under this section 5.1.2 and will provide an
     opinion on the controls placed in operation and tests of operating
     effectiveness of those controls in effect at Sprint PCS over Manager
     Management Processes.

     39. NOTICES [ADDM VIII,SS.10 AND ADDM XI,SS.39]. Section 9.1 of the
Services Agreement is amended and restated in its entirety to read as follows:

          9.1 NOTICES. Any notice, payment, invoice, demand or communication
     required or permitted to be given by any provision of this agreement must
     be in writing and mailed (certified or registered mail, postage prepaid,
     return receipt requested), sent by hand or overnight courier, charges
     prepaid or sent by facsimile or email (in either instance with
     acknowledgement or read receipt received), and addressed as described in
     section 17.1(b) of the Management Agreement, or to any other address or
     number as the person or entity may from time to time specify by written
     notice to the other parties.


                                       60


          The subject line of any email notice that purports to add any
     additional service to Schedule 2.1.1 must read "Additional Service to
     Schedule 2.1.1". The new Schedule 2.1.1 must also be attached to the email,
     and notice will also be provided to those individuals listed for notices
     for Manager regarding Program Requirement Changes set forth in section
     17.1(b) of the Management Agreement.

          Any notice, demand or communication intended to be notice of a breach
     of an agreement or notice of an Event of Termination must clearly indicate
     that intent, state the section(s) of the agreements allegedly breached, and
     in addition to any other form of notice it must be mailed or sent by
     overnight courier in the manner described in the first paragraph of this
     section 9.1.

          Manager will promptly give Sprint Spectrum a copy of any notice
     Manager receives from the Administrative Agent or any Lender, and a copy of
     any notice Manager gives to the Administrative Agent or any Lender. Sprint
     Spectrum will promptly give Manager a copy of any notice that Sprint
     Spectrum receives from the Administrative Agent or any Lender and a copy of
     any notice that Sprint Spectrum gives to the Administrative Agent or any
     Lender.

          All notices and other communications given to a party in accordance
     with the provisions of this agreement will be deemed to have been given
     when received.

     40. ENTIRE AGREEMENT; AMENDMENTS [ADDM XI,SS.40]. Section 9.6 of the
Services Agreement is amended and restated in its entirety to read as follows:

          9.6 ENTIRE AGREEMENT; AMENDMENTS. The provisions of this agreement and
     the Management Agreement including the exhibits to those agreements set
     forth the entire agreement and understanding between the parties as to the
     subject matter of this agreement and supersede all prior agreements, oral
     or written, and other communications between the parties relating to the
     subject matter of this agreement. Except for Sprint Spectrum's right to add
     additional Services to Schedule 2.1.1 subject to the provisions of section
     2.1.1 and section 3.2.5, this agreement may be modified or amended only by
     a written amendment signed by the persons or entities authorized to bind
     each party.

     41. FORCE MAJEURE [ADDM XI,SS.41]. The second paragraph of section 9.8 of
the Services Agreement is amended and restated in its entirety to read as
follows:

          Neither Manager nor Sprint Spectrum, as the case may be, is in breach
     of any covenant in this agreement and no Event of Termination will occur as
     a result of the failure of such party to comply with any covenant, if the
     party's non-compliance with the covenant results


                                       61


      primarily from:

               (i) any FCC order or any other injunction that any governmental
          authority issues that impedes the party's ability to comply with the
          covenant,

               (ii) the failure of any governmental authority to grant any
          consent, approval, waiver or authorization or any delay on the part of
          any governmental authority in granting any consent, approval, waiver
          or authorization,

               (iii) the failure of any vendor to deliver in a timely manner any
          equipment or service, or

               (iv) any act of God, act of war or insurrection, riot, fire,
          accident, explosion, labor unrest, strike, civil unrest, work
          stoppage, condemnation or any similar cause or event not reasonably
          within the control of the party.

     42. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
VIII,SS.8]. Section 9.11 of the Services Agreement is replaced with the
following language:

          9.11 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.

               9.11.1 GOVERNING LAW. The internal laws of the State of Kansas
          (without regard to principles of conflicts of law) govern the validity
          of this agreement, the construction of its terms, and the
          interpretation of the rights and duties of the parties.

               9.11.2 JURISDICTION; CONSENT TO SERVICE OF PROCESS.

                    (a) Each party hereby irrevocably and unconditionally
               submits, for itself and its property, to the nonexclusive
               jurisdiction of any Kansas State court sitting in the County of
               Johnson or any Federal court of the United States of America
               sitting in the District of Kansas, and any appellate court from
               any such court, in any suit action or proceeding arising out of
               or relating to this agreement, or for recognition or enforcement
               of any judgment, and each party hereby irrevocably and
               unconditionally agrees that all claims in respect of any such
               suit, action or proceeding may be heard and determined in such
               Kansas State Court or, to the extent permitted by law, in such
               Federal court.

                    (b) Each party hereby irrevocably and unconditionally
               waives, to the fullest extent it may legally do so, any objection
               which it may now or hereafter have to the laying of venue of any


                                       62


               suit, action or proceeding arising out of or relating to this
               agreement in Kansas State court sitting in the County of Johnson
               or any Federal court sitting in the District of Kansas. Each
               party hereby irrevocably waives, to the fullest extent permitted
               by law, the defense of an inconvenient forum to the maintenance
               of such suit, action or proceeding in any such court and further
               waives the right to object, with respect to such suit, action or
               proceeding, that such court does not have jurisdiction over such
               party.

                    (c) Each party irrevocably consents to service of process in
               the manner provided for the giving of notices pursuant to this
               agreement, provided that such service shall be deemed to have
               been given only when actually received by such party. Nothing in
               this agreement shall affect the right of a party to serve process
               in another manner permitted by law.

                          TRADEMARK LICENSE AGREEMENTS

     43. NOTICES [ADDM VIII,SS.10 AND ADDM XI,SS.43]. Section 15.1 of each of
the Trademark License Agreements is amended and restated in its entirety to read
as follows:

          Section 15.1. Notices. Any notice, payment, invoice, demand or
     communication required or permitted to be given by any provision of this
     agreement must be in writing and mailed (certified or registered mail,
     postage prepaid, return receipt requested), sent by hand or overnight
     courier, or sent by facsimile (with acknowledgment received), charges
     prepaid and addressed as described in section 17.1(b) of the Management
     Agreement, or to any other address or number as the person or entity may
     from time to time specify by written notice to the other parties.

          Any notice, demand or communication intended to be notice of a breach
     of an agreement or notice of an Event of Termination must clearly indicate
     that intent, state the section(s) of the agreements allegedly breached, and
     be mailed or sent by overnight courier in the manner described in the
     preceding paragraph.

          Licensee will promptly give Licensor a copy of any notice Licensee
     receives from any Administrative Agent or any Lender, and a copy of any
     notice Licensee gives to any Administrative Agent or any Lender. Licensor
     will promptly give Licensee a copy of any notice that Licensor receives
     from the Administrative Agent or any Lender and a copy of any notice that
     Licensor gives to the Administrative Agent or any Lender.


                                       63


          All notices and other communications given to a party in accordance
     with the provisions of this agreement will be deemed to have been given
     when received.

     44. GOVERNING LAW [ADDM VIII,SS.8]. Section 15.8 of each of the Trademark
License Agreements is replaced by the following language:

          15.8 Governing Law. The internal laws of the State of Kansas (without
     regard to principles of conflicts of law) govern the validity of this
     agreement, the construction of its terms, and the interpretation of the
     rights and duties of the parties.

          45. JURISDICTION [ADDM VIII,SS.8]. Section 15.13 of each of the
     Trademark License Agreements is replaced by the following language:

          15.13 Jurisdiction; Consent to Service of Process.

               (a) Each party hereby irrevocably and unconditionally submits,
          for itself and its property, to the nonexclusive jurisdiction of any
          Kansas State court sitting in the County of Johnson or any Federal
          court of the United States of America sitting in the District of
          Kansas, and any appellate court from any such court, in any suit
          action or proceeding arising out of or relating to this agreement, or
          for recognition or enforcement of any judgment, and each party hereby
          irrevocably and unconditionally agrees that all claims in respect of
          any such suit, action or proceeding may be heard and determined in
          such Kansas State Court or, to the extent permitted by law, in such
          Federal court.

               (b) Each party hereby irrevocably and unconditionally waives, to
          the fullest extent it may legally do so, any objection which it may
          now or hereafter have to the laying of venue of any suit, action or
          proceeding arising out of or relating to this agreement in Kansas
          State court sitting in the County of Johnson or any Federal court
          sitting in the District of Kansas. Each party hereby irrevocably
          waives, to the fullest extent permitted by law, the defense of an
          inconvenient forum to the maintenance of such suit, action or
          proceeding in any such court and further waives the right to object,
          with respect to such suit, action or proceeding, that such court does
          not have jurisdiction over such party.

               (c) Each party irrevocably consents to service of process in the
          manner provided for the giving of notices pursuant to this agreement,
          provided that such service shall be deemed to have been given only
          when actually received by such party. Nothing in this agreement shall
          affect the right of a party to serve process in another manner
          permitted by law.

                             SCHEDULE OF DEFINITIONS


                                       64


     46. DELETED DEFINITION [ADDM XI,SS.46]. The definition of "Available
Services" is deleted.

     47. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [ADDM XI,SS.47; REVISED
BY THIS ADDENDUM]. The following are new or amended definitions, unless
otherwise indicated.

          "ALAMOSA MANAGERS" means Manager and the Other Managers controlled by
     Alamosa Holdings, Inc.

          "ALLOCABLE SOFTWARE FEE" has the meaning set forth in section 1.3.4(e)
     of the Management Agreement.

          "ALLOCATED WRITE-OFFS" has the meaning set forth in section 10.3.4 of
     the Management Agreement.

          "AMOUNT BILLED (NET OF CUSTOMER CREDITS)" has the meaning set forth in
     section 10.3.3 of the Management Agreement.

          "AWAY NETWORK" means:

               (i) any portion of the Sprint PCS Network other than Manager's
          Service Area Network, in the case of Customers with an NPA-NXX
          assigned to the Service Area (or any other such designation in
          accordance with section 17.17 of the Management Agreement), and

               (ii) Manager's Service Area Network, in the case of Customers
          with an NPA-NXX assigned to an area outside the Service Area (or any
          other such designation in accordance with section 17.17 of the
          Management Agreement).

          "BILLED COMPONENT(S)" has the meaning set forth in section 10.3.2 of
     the Management Agreement.

          "BILLED MONTH" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "BILLED REVENUE" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "CCPU SERVICES" means those Services listed in section A of Schedule
     2.1.1 to the Services Agreement.

          "CHIEF FINANCIAL OFFICER OF SPRINT PCS", "SPRINT PCS CHIEF FINANCIAL
     OFFICER" and other references to the Chief Financial Officer of Sprint PCS
     mean


                                       65


     the Senior Vice President - Finance of Sprint Corporation designated to
     serve as the chief financial officer of Sprint PCS or if none, the
     individual serving in that capacity.

          "CPGA SERVICES" means those Services listed in section B of Schedule
     2.1.1 to the Services Agreement.

          "CSA" has the meaning set forth in section 10.2.1 of the Management
     Agreement.

          "CUSTOMER" means any customer, except Reseller Customers or customers
     of third parties for which Manager provides solely switching services, who
     purchases Sprint PCS Products and Services, regardless of where their
     NPA-NXX is assigned.

          "CUSTOMER CREDITS" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "CUSTOMER EQUIPMENT CHARGES" has the meaning set forth in section
     10.3.2.5 of the Management Agreement.

          "CUSTOMER EQUIPMENT CREDITS" has the meaning set forth in section
     10.3.2.2 of the Management Agreement.

          "CUSTOMER-RELATED SERVICES" has the meaning set forth in section 3.2.2
     of the Services Agreement.

          "CUSTOMER TAXES" means the amounts that Sprint PCS bills to Manager
     Accounts for taxes, including, without limitation, federal, state, and
     local sales, use, gross and excise tax.

          "EFFECTIVE DATE" has the meaning set forth in the preamble of this
     Addendum.

          "ENTERPRISE VALUE" means either:

          (i) if the entity has issued publicly-traded equity, the combined book
     value of the entity's outstanding debt and preferred stock less cash plus
     the fair market value of each class of its publicly-traded equity other
     than any publicly-traded preferred stock. For the purposes of this
     definition, the fair market value of a class of the entity's
     publicly-traded equity (other than publicly-traded preferred stock) is
     equal to the product of:

               (A) the number of issued and outstanding shares of the class of
          publicly-traded equity as of the date of determination, times


                                       66


               (B) the applicable average closing price (or average closing bid,
          if traded on the over-the-counter market) per share of the class of
          publicly-traded equity over the 21 consecutive trading days
          immediately preceding the date of determination; or

          (ii) if the entity does not have issued publicly-traded equity, the
     combined book value of the entity's outstanding debt and equity less cash.

          "E911 PHASE I SURCHARGES" means all costs related to Phase I E911
     functionality.

          "E911 PHASE II SURCHARGES" has the meaning set forth in section
     10.3.2.6 of the Management Agreement.

          "ETC" has the meaning set forth in section 10.6.1 of the Management
     Agreement.

          "FEE BASED ON BILLED REVENUE" has the meaning set forth in section
     10.2.1 of the Management Agreement.

          "GROSS CUSTOMER ADDITIONS IN MANAGER'S SERVICE AREA" means the average
     number of Customers activated (without taking into consideration the number
     of Customers lost) during the previous month with an NPA-NXX assigned to
     the Service Area as reported in Sprint PCS' most recent monthly KPI report.

          "HOOVER DAM CONTINGENT COVERAGE AREA" [ADDM VIII, SS.2 AND ADDM XI,
     SS.47] has the meaning set forth in section 2.1.1 of the Management
     Agreement.

          "INITIAL 3G DATA FEE PERIOD" has the meaning set forth in section
     10.4.1.3(a) of the Management Agreement.

          "INITIAL PRICING PERIOD" has the meaning set forth in section 3.2.1 of
     the Services Agreement.

          "INTER SERVICE AREA FEE" has the meaning set forth in section 4.3 of
     the Management Agreement.

          "INVESTMENT BANKER" has the meaning set forth in section 9.3.2 of the
     Management Agreement.

          "MANAGER ACCOUNTS" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "MANAGER MANAGEMENT PROCESS" has the meaning set forth in section
     12.1.2 of the Management Agreement.


                                       67


          "MANAGER MANAGEMENT REPORT" has the meaning set forth in section
     12.1.2 of the Management Agreement.

          "NET BILLED REVENUE" has the meaning set forth in section 10.2.1 of
     the Management Agreement.

          "NEW COVERAGE" means the build-out in the Service Area that is in
     addition to the build-out required under the then-existing Build-out Plan,
     which build-out Sprint PCS or Manager decides should be built-out.

          "NPA-NXX" means NPA-NXX or an equivalent identifier, such as a network
     access identifier (NAI).

          "NUMBER OF CUSTOMERS IN MANAGER'S SERVICE AREA" means the average
     number of Customers with NPA-NXXs assigned to the Service Area reported in
     Sprint PCS' most recent monthly KPI report.

          "OPERATIONAL AND NETWORK READINESS" and "OPERATIONAL AND NETWORK
     READY" [ADDM VIII, SS.2 AND ADDM XI, SS.47] have the meaning set forth in
     section 2.1 of the Management Agreement.

          "OTHER AFFILIATES" [ADDM VI, SS.2 AND ADDM VII, SS.2] has the meaning
     set forth in section 17.30 of the Management Agreement.

          "OUTBOUND ROAMING FEES" means the amounts that Sprint PCS or its
     Related Parties bills to Manager Accounts for calls placed on a non-Sprint
     PCS Network.

          "OVERALL CHANGES" has the meaning set forth in section 1.10(a) of the
     Management Agreement.

          "PARKER DAM CONTINGENT COVERAGE AREA" [ADDM VIII, SS.2 AND ADDM XI,
     SS.47] has the meaning set forth in section 2.1.2 of the Management
     Agreement.

          "PROGRAM REQUIREMENT CHANGE" has the meaning set forth in section
     9.3.1 of the Management Agreement.

          "RELATED PARTY" [ADDM V, SS.8 AND ADDM XI, SS.47] means, with respect
     to any Person, any other Person that directly or indirectly through one or
     more intermediaries controls, is controlled by, or is under common control
     with the Person. For purposes of the Management Agreement, Sprint Spectrum
     L.P., WirelessCo, L.P., SprintCom, Inc., American PCS Communications, LLC,
     APC PCS, LLC, PhillieCo Partners I, L.P., PhillieCo, L.P., Sprint Telephony
     PCS, L.P. and Sprint PCS License, L.L.C. will be deemed to be Related
     Parties. For purposes of this definition, the term "controls" (including
     its correlative meanings "controlled by" and "under common control with")
     means the possession, direct or indirect, of the power to direct or cause
     the direction of the management and


                                       68


     policies of a Person, whether through the ownership of voting securities,
     by contract or otherwise.

          For purposes of the Management Agreement and the OSP Agreement, an OSP
     and any entity that controls, is controlled by or is under common control
     with an OSP (each an "OSP Affiliate") shall be deemed to be a "Related
     Party" under the definition of "Operating Assets." All leases entered into
     between Manager and an OSP or an OSP Affiliate will be transferable to
     Sprint PCS or its permitted assigns and successors without the consent of
     the lessor.

          "REQUIRED RESALE PARTICIPATION PERIOD" means the period from April 1,
     2004, until the later of (1) December 31, 2006 and (2) the expiration of
     any three-year period beginning after December 31, 2006, for which Sprint
     PCS and Manager have reached agreement in accordance with section
     10.4.1.1(c) with respect to the terms, fees and conditions applicable to
     Manager's participation in resale arrangements entered into by Sprint PCS.

          "RESELLER CUSTOMER" means customers of companies or organizations with
     a Private Label PCS Services or similar resale agreement with Sprint PCS or
     Manager.

          "RESELLER CUSTOMER FEES" has the meaning set forth in section 10.4.1.1
     of the Management Agreement.

          "SAN DIEGO COUNTY CONTINGENT COVERAGE AREA" [ADDM VIII, SS.2 AND ADDM
     XI, SS.47] has the meaning set forth in section 2.1.3 of the Management
     Agreement.

          "SCCLP" has the meaning set forth in section 3.4.2(b) of the
     Management Agreement.

          "SELECTED SERVICES" means Services.

          "SERVICE AREA NETWORK" means the network that is directly required for
     the provision of telecommunications services to Customers and is managed by
     Manager under the Management Agreement in the Service Area under the
     License.

          "SERVICES" has the meaning set forth in section 2.1.1 of the Services
     Agreement.

          "SETTLED-SEPARATELY MANAGER EXPENSES" has the meaning set forth in
     section 3.2.5 of the Services Agreement.

          "SOFTWARE" means only that software and software features currently
     existing or developed in the future that are used in connection with
     telecommunications equipment owned or leased by Manager in Manager's
     provisioning of wireless services in the Service Area and


                                       69


     includes, without limitation, software maintenance, updates, improvements,
     upgrades and modifications. "Software" expressly excludes:

               (i) software "rights to use" licenses to the extent paid to the
          licensor directly by Manager, and

               (ii) software operating Sprint PCS' national platforms, billing
          system platforms, customer service platforms and like applications.

          "SOFTWARE FEES" means costs associated (including applicable license
     fees) with procuring software, software maintenance, software upgrades and
     other software costs needed to provide uniform and consistent operation of
     the wireless systems within the Sprint PCS Network.

          "SPRINT PCS" means any or all of the following Related Parties who are
     License holders or signatories to the Management Agreement: Sprint Spectrum
     L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware limited
     partnership, SprintCom, Inc., a Kansas corporation, PhillieCo Partners I,
     L.P., a Delaware limited partnership, PhillieCo, L.P., a Delaware limited
     partnership, Sprint Telephony PCS, L.P., a Delaware limited partnership,
     Sprint PCS License, L.L.C., a Delaware limited liability company, American
     PCS Communications, LLC, a Delaware limited liability company, and APC PCS,
     LLC, a Delaware limited liability company. Any reference in the Management
     Agreement or Services Agreement to Cox Communications PCS, L.P., a Delaware
     limited partnership, or Cox PCS License, L.L.C., a Delaware limited
     liability company, is changed to Sprint Telephony PCS, L.P., a Delaware
     limited partnership, or Sprint PCS License, L.L.C., a Delaware limited
     liability company, respectively, to reflect name changes filed with the
     Delaware Secretary of State in 2002.

          "SPRINT PCS ARPU" means the average revenue per user publicly
     announced by Sprint PCS or its Related Parties for the most recent calendar
     year. Sprint PCS ARPU is generally calculated by dividing wireless service
     revenues by average wireless subscribers.

          "SPRINT PCS RETAIL YIELD FOR VOICE AND 2G DATA USAGE" means the
     quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
     component in the Sprint PCS ARPU by (b) the reported minutes of use per
     subscriber for the calendar year for which the Sprint PCS ARPU was
     calculated. "SPRINT PCS RETAIL YIELD FOR 3G DATA USAGE" means the quotient
     calculated by dividing (a) the 3G data component in the Sprint PCS ARPU by
     (b) the kilobytes of use for 3G data usage per subscriber for the calendar
     year for which the Sprint PCS ARPU was calculated.



                                       70


          "SUBSIDY FUNDS" has the meaning set forth in section 10.6.1 of the
     Management Agreement.

          "3M-POPS MANAGER" means any Other Manager whose ultimate parent entity
     (as defined by the Hart-Scott-Rodino Antitrust Improvements Act of 1976)
     controls entities with 3 million or more covered pops.

          "TOTAL SOFTWARE COST" means the amount paid by Sprint PCS to the
     vendor directly associated with the Software used by Sprint PCS, Manager
     and Other Managers (if and to the extent Manager and the Other Managers
     have agreed to pay any Allocable Software Fee) for the Sprint PCS Network
     for which Manager is not obligated to pay the Software vendor directly, net
     of any discounts or rebates and excluding any mark-up by Sprint PCS for
     administrative or other fees.

          "TRANSITION DATE" has the meaning set forth in section 10.12.3 of the
     Management Agreement.

          "TYPE II REPORT" has the meaning set forth in section 12.1.2 of the
     Management Agreement.

          "ULTIMATE PARENT" has the meaning set forth in the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976.

          "USF CHARGES" has the meaning set forth in section 10.3.2.7 of the
     Management Agreement.

          "VENDOR SOFTWARE" has the meaning set forth in section 1.3.4(b) of the
     Management Agreement.

          "WIRELESS MOBILITY COMMUNICATIONS NETWORK" means a radio
     communications system operating in the 1900 MHz spectrum range under the
     rules designated as Subpart E of Part 24 of the FCC's rules.

          "WLNP SURCHARGES" has the meaning set forth in section 10.2.4 of the
     Management Agreement.

          "WRITE-OFFS" has the meaning set forth in section 10.3.1 of the
     Management Agreement.

          "YEAR 2000 COMPLIANCE" has the meaning set forth in section 17.29 of
     the Management Agreement.

B. CROSS-REFERENCES TO OTHER PARAGRAPHS IN PREVIOUS ADDENDA.

     Listed below are those paragraphs in the previous addenda that are
interpretations or applications of the Management Agreement, the Services
Agreement, the Trademark License Agreements or the Schedule of Definitions that
are not listed


                                       71


above. These serve as cross-references to facilitate finding provisions in the
previous addenda. The number shown at the beginning of each item is the
paragraph reference in the designated Addendum.

     Addendum I
     ----------

          3. Compliance with Retail Store and Customer Service requirements in
     smaller population centers

          14. Put of San Diego assets to Manager

     Addendum II
     -----------

          1.   Consent and Agreement ("C&A")-Related: Restrictions on Manager's
               use of loan proceeds
          2.   C&A-Related: C&A not assignable
          3.   C&A-Related: Notices (superseded by subsequent addendum)
          4.   C&A-Related: Financing Plan (superseded by subsequent addendum)
          5.   C&A-Related: No default under Credit Agreement or Management
               Agreement
          6.   C&A-Related: No known breach under Management Agreement
          8.   Reaffirmation of Agreements (superseded by subsequent addendum)
          9.   Counterparts (superseded by subsequent addendum)

     Addendum III
     ------------

          1.   C&A-Related: Restrictions on Manager's use of loan proceeds

     Addendum IV
     -----------

          1.   C&A-Related: Restrictions on Manager's use of loan proceeds

     Addendum V (All are related to Outsource Service Provider ("OSP") Program)
     ----------

          1.   Approval of form of agreement
          2.   Sprint PCS consent to OSPs
          3.   Criteria for OSPs
          4.   Trademark License Agreements
          5.   Inclusion in Service Area Network
          6.   Review of Offering Documents
          7.   Microwave Relocation
          9.   EBV Determination
          10.  Appeal Process if OSP not approved by Sprint PCS
          11.  Force Majeure


                                       72


          12.  Manager's indemnification obligations for acts or omissions of
               OSP
          13.  Notices from OSP

     Addendum VI
     -----------

          1.   C&A-Related: Restrictions on Manager's use of loan proceeds
          5.   Reaffirmation of Agreements (superseded by subsequent addendum)
          7.   Expiration of limited remedies period
          9.   C&A-Related: Financing Plan (superseded by subsequent addendum)
          10.  Counterparts (superseded by subsequent addendum)

     Addendum VII
     ------------

          1.   C&A-Related: Restrictions on Manager's use of loan proceeds
          3.   Financing Plan (superseded by subsequent addendum)
          4.   Reaffirmation of Agreements (superseded by subsequent addendum)
          5.   Counterparts (superseded by subsequent addendum)

     Addendum VIII
     -------------

          1.   Spectrum-swap related: Modification of buildout plan (superseded
               by subsequent addendum)
          3.   Spectrum-swap related: Change in spectrum frequency ranges
               (superseded by subsequent addendum)
          4.   Spectrum-swap related: Build-out schedule (superseded by
               subsequent addendum)
          5.   Spectrum-swap related: Microwave relocation (superseded by
               subsequent addendum)
          6.   Spectrum-swap related: Consideration for entering into swap
               (superseded by subsequent addendum)
          7.   Spectrum-swap related: Expenses of swap (superseded by subsequent
               addendum)
          9.   Notice addresses (superseded by subsequent addendum)
          11.  Counterparts (superseded by subsequent addendum)

     Addendum IX
     -----------

          1.   Spectrum-swap related: Superseding certain sections of Addendum
               VIII
          3.   Spectrum-swap related: Change in spectrum range
          4.   Spectrum-swap related: Buildout schedule
          6.   Spectrum-swap related: Consideration for entering into swap


                                       73


          7.   Spectrum-swap related: Expenses of swap
          8.   Spectrum-swap related: Counterparts (superseded by subsequent
               addendum)

     Addendum X (initial simplified pricing addendum)
     ------------------------------------------------

          None (all superseded by Addendum XI).

     Addendum XI
     -----------

          None (all superseded by this Addendum).


                                       74


C. OTHER PROVISIONS.

     1. MANAGER AND SPRINT PCS' REPRESENTATIONS. Manager and Sprint PCS each
represents and warrants that its respective execution, delivery and performance
of its obligations described in this Addendum have been duly authorized by
proper action of its governing body and do not and will not violate any material
agreements to which it is a party. Each of Manager and Sprint PCS also
represents and warrants that there are no legal or other claims, actions,
counterclaims, proceedings or suits, at law or in arbitration or equity, pending
or, to its knowledge, threatened against it, its Related Parties, officers or
directors that question or may affect the validity of this Addendum, the
execution and performance of the transactions contemplated by this Addendum or
that party's right or obligation to consummate the transactions contemplated by
this Addendum.

     2. REAFFIRMATION OF SPRINT AGREEMENTS. Each of the undersigned reaffirms in
their entirety the Management Agreement, the Services Agreement and the
Trademark License Agreements, together with their respective rights and
obligations under those agreements.

     3. COUNTERPARTS. This Addendum may be executed in one or more counterparts,
including facsimile counterparts, and each executed counterpart will have the
same force and effect as an original instrument as if the parties to the
aggregate counterparts had signed the same instrument.


            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]



                                       75


     The parties have caused this Addendum XII to be executed as of the date
first above written.


                                      SPRINT SPECTRUM L.P.


                                      By: /s/ Steve Nielsen
                                          -------------------------------------
                                          Name:  Steve Nielsen
                                          Title: SVP Finance


                                      WIRELESSCO, L.P.


                                      By: /s/ Steve Nielsen
                                          -------------------------------------
                                          Name:  Steve Nielsen
                                          Title: SVP Finance


                                      SPRINT COMMUNICATIONS
                                      COMPANY L.P.


                                      By: /s/ Tom Murphy
                                          -------------------------------------
                                          Name:  Tom Murphy
                                          Title: Senior Vice President -
                                                 Corporate Communication &
                                                 Brand Management


                                      TEXAS TELECOMMUNICATIONS, LP
                                      a Texas limited partnership

                                      By: ALAMOSA DELAWARE GP, L.L.C.
                                          a Delaware limited liability company,
                                          as the sole general partner


                                          By: /s/ David E. Sharbutt
                                              ---------------------------------
                                              David E. Sharbutt
                                              President



                                       76


                                                                      SCHEDULE 1


Program Requirement 3.5.2 dated August 13, 2002, and labeled "Exhibit 3.5.2
Program Requirement for Voluntary Resale of Products and Services By Voluntary
Resellers Under the Private Label Solutions Program" is amended by replacing the
title, preamble and general terms with the following, and by deleting all
attachments:

             PROGRAM REQUIREMENT FOR RESALE OF PRODUCTS AND SERVICES
                                       BY
               RESELLERS UNDER THE PRIVATE LABEL SOLUTIONS PROGRAM

                                    (5/1/04)

     Sprint PCS' Resale Program ("RESALE PROGRAM") is described in Section 3.5.2
of the Sprint PCS Management or Affiliations Agreement and consists of this
Program Requirement 3.5.2 (the "PROGRAM REQUIREMENT 3.5.2") and separate
attachments to the Program Requirement 3.5.2 ("Attachment(s)"). Each Attachment
is a separate Resale Program and includes a specific list of companies with
which Sprint PCS contracts to sell Sprint PCS Products and Services under brand
names other than the Brands.

     "Capitalized terms used and not otherwise defined in this Program
Requirement 3.5.2 have the meaning ascribed to them in the Schedule of
Definitions in the Management or Affiliations Agreement. Section and Exhibit
references are to Sections and Exhibits of the Management or Affiliations
Agreement unless otherwise noted.

     "As used in this Program Requirement "NPA-NXX" of Manager or Affiliate
means a NPA-NXX in the Service Area of that Manager or Affiliate or an
equivalent identifier, such as a network access identifier (NAI).


GENERAL TERMS

Unless otherwise specified, the Program Requirements outlined below apply to the
resellers set forth in the Attachments.

     1. PRODUCTS AND SERVICES OFFERED. Sprint PCS may from time to time limit
the Sprint PCS Products and Services that are provided to resellers. Manager
will provide to resellers those Sprint PCS Products and Services that Sprint PCS
provides to the resellers, and Manager will support products and services
offered resellers in the same fashion that Manager supports similar Sprint PCS
Products and Services.

     2. INFORMATION AND MINS. Manager will allow Sprint PCS access to
information necessary to bill resellers, including Call Detail Records and basic
provisioning information. For purposes of clarification, all such information
will constitute "Confidential Information" for purposes of the Management
Agreement. Neither Sprint PCS nor Manager will have access to


                                       77


resellers' end-users' personal information. Sprint PCS will administer NPA-NXXs
available for resellers in a manner substantially the same as the MIN allocation
process in place for Sprint PCS owned markets. Sprint PCS will provide resellers
with an unbranded coverage map and zip code information for the Manager's
service area(s) substantially the same as the coverage map and zip code
information provided for Sprint PCS owned service areas.

     3. CONTACTS AND DISPUTES. Manager will direct any questions or disputes
regarding a reseller or resale arrangement to the designated representative(s)
within the Management Agreement and will not contact the resellers directly. Any
disputes between Manager and Sprint PCS regarding a resale arrangement will be
resolved under the terms of the Management Agreement.

     4. PRICING: SIX-SECOND INCREMENT BILLING. For all QuickNet Connect (QNC)
data and other traffic on the Manager's Service Area Network for which Sprint
PCS bills a reseller in six-second increments or some other incremental
measurement other than one-minute ("OTHER INCREMENT"), Sprint PCS will settle
with Manager in six-second increments or such Other Increment, as applicable.
Billed charges (per call or event) that result in fractional cents may be
rounded up to the next whole cent.

     5. SPRINT 3G DATA SERVICE. In addition to reselling certain Sprint PCS
Products and Services under brand names other than the Brands, some resellers
are also permitted to sell Sprint's 1XRTT advanced multimedia data services and
premium services associated with the PCS Vision service ("SPRINT 3G DATA
SERVICE") using the Sprint and PCS Vision service marks. If Manager specifically
consented to a reseller's use of the Brands in selling Sprint 3G Data Service in
the Manager's Service Area, the Manager will be compensated for Sprint 3G Data
Service as follows:

     The revenue for Sprint 3G Data Service sold by resellers using
     the Brands to reseller subscribers having an NPA-NXX of Manager
     will be treated as Billed Revenue under the Management Agreement.
     Billed Revenue will be based on reseller specific Sprint 3G Data
     Service pricing set forth in Attachment 1.1 to Program
     Requirement 3.5.2. From time to time, Sprint may amend the rates
     charged to Voluntary Resellers for Sprint 3G Data Service.

     6. SHORT MESSAGE SERVICE (SMS). For SMS messages on the Manager's network
used by subscribers of Voluntary Resellers with an NPA-NXX of Manager, Manager
will be compensated at the rate set forth in Attachment 1.2 to Program
Requirement 3.5.2, which may be amended from time to time in accordance with the
Management Agreement. For SMS messages used by subscribers of Voluntary
Resellers with an NPA-NXX of Manager, there will be no compensation either paid
or owed when such subscribers are traveling outside of the Manager's Service
Area.

     SMS messages means circuit-switched short alphanumeric messages on a
Voluntary Reseller subscriber's handset.


                                       78


     7. FUTURE SERVICES. If Sprint PCS elects to enter into resale arrangement
with any then existing resellers or new resellers for any services other than
those services described in the current Attachments to this Program Requirement
3.5.2 ("FUTURE SERVICES"), Manager is not required to activate subscribers for
the Future Services with an NPA-NXX of Manager until the next available opt out
date. If Manager does not elect to opt out of a Future Services at the first opt
out date following the date that Manager is notified in writing of the resale
arrangement for Future Services, Manager must allow the then existing resellers
of the Future Services and all future resellers of the Future Services to
activate subscribers with an NPA-NXX of Manager and Manager must support those
resellers of Future Services throughout the term of their resale arrangements
with Sprint PCS, including any renewal or phase out periods. Sprint PCS will
compensate Manager for the resale of Future Services at rates to be established
in future Attachments to Program Requirement 3.5.2, as amended from time to time
in accordance with the Management Agreement, which rates will be communicated in
writing to Manager in advance.


                                       79


                 ATTACHMENT NO. 1.0 TO PROGRAM REQUIREMENT 3.5.2

                                 RESALE PROGRAM


This Attachment No. 1.0 to Program Requirement 3.5.2 contains the list of
resellers included in the Resale Program as of April 1, 2004.



RESELLERS
                                                        Effective   Renewal     Renewal
                                                        Date        Date        Period *
                                                        ----        ----        --------

Vartec Telecom, Inc. (Excel)                            9/15/2000   12/15/2003    3 Years
ZefCom, L.L.C. (Telespire)                              11/17/2000  11/17/2003  3/31/2006
Working Assets Funding Service, Inc.(Working Assets)    12/1/2001   12/31/2003    3 Years
Wherify Wireless, Inc. (Wherify Wireless)               1/7/2002    1/7/2005
QUALCOMM Incorporated (Qualcomm / GlobalTracs)          1/8/2002    1/8/2005
Star Number, Inc. (Liberty Wireless)                    8/2/2002    8/2/2005
Telco Group, Inc. (STI Mobile)                          2/25/2003   2/25/2006
TRANZACT (Sears Connect)                                3/21/2003   3/21/2006
Hal Inc. (U-Mobile PCS)                                 6/12/2003   6/12/2006
Wireless Retail Inc. (Airlink Mobile)                   6/17/2003   6/17/2006
Phonetec, L.P. (PhoneTec)                               6/26/2003   6/26/2006
Qwest Wireless, LLC (Qwest)                             8/3/2003    3/3/2009
TracFone Wireless, Inc. (TracFone)                      1/22/2004   1/22/2007


* If applicable.  Not including phase out periods.

Attachment No. 1.0 to Program Requirement 3.5.2 will be updated as new resellers
enter into a resale arrangement with Sprint PCS.


                                       80


                 ATTACHMENT NO. 1.1 TO PROGRAM REQUIREMENT 3.5.2

                         SPRINT 3G DATA SERVICE PRICING


A) QWEST WIRELESS

Listed below are the Qwest monthly recurring charges ("MRC") and Adjustment
Rates for Sprint 3G Data Service. Qwest will be billed the following MRC and
Adjustment Rate for each subscriber that uses any Qwest service enabled by
Sprint 3G Data Service.

HANDSET DATA SERVICE

Data Transport/Web Browsing/Third Party Instant Messaging

          o    MRC                 $8.10 (unlimited)

          o    Adjustment Rate     $0.002 per Kb


ADJUSTMENT RATE:

On a monthly basis, Sprint will calculate (as described below) the Sprint
average kilobytes per retail handset subscriber ("SAKPS") and the Qwest average
kilobytes per handset subscriber ("QAKPS"). If the QAKPS exceeds the SAKPS,
Sprint will charge Qwest an amount equal to the difference between the SAKPS and
the QAKPS multiplied by the total number of End users, multiplied by the
Adjustment Rate detailed above.

Sprint will calculate SAKPS by using the total number of kilobytes generated by
Sprint retail handset end users divided by the average number of Sprint retail
handset end users for the previous fiscal quarter. For example, the SAKPS for
May will be divided by the average number of Sprint retail handset end users for
the 1st fiscal quarter (January-March).

Average number of Sprint retail handset end users for the quarter is equal to
the beginning number of Sprint retail handset end users plus the ending number
of Sprint retail handset end users, divided by two.

QAKPS is equal to the total number of kilobytes generated by Qwest handset End
Users divided by the average number of Qwest handset End Users for the previous
fiscal quarter.

AVERAGE NUMBER OF QWEST HANDSET END USERS FOR THE QUARTER IS EQUAL TO THE
BEGINNING NUMBER OF QWEST HANDSET END USERS PLUS THE ENDING NUMBER OF QWEST
HANDSET END USERS, DIVIDED BY TWO.

In making the calculations described in this section, PDAs, "smart phones" and
other similar devices along with air cards will not be considered "handsets" as
that term is used therein.

THE PRICING IN THIS ATTACHMENT NO. 1.1 TO PROGRAM 3.5.2 IS SUBJECT TO CHANGE AS
SPRINT RETAIL PRICES OR INCLUDED SERVICES CHANGE.


                                       81


                 ATTACHMENT NO. 1.2 TO PROGRAM REQUIREMENT 3.5.2

                          SHORT MESSAGE SERVICE PRICING

Unless otherwise specified in this Attachment 1.2 to Program Requirement 3.5.2,
Manager will be compensated at the rates listed below by Voluntary Reseller.

Short Message Service Rate:      $0.0246 per SMS message

Qwest SMS Rate:                  $0.0110 per SMS message



                                       82


                                  EXHIBIT 10.3

100% AFFILIATE RETAINED AMOUNTS

         Roaming Revenue
         International Roaming Credits
         Affiliate Equip Sale On Acct



100% SPRINT PCS RETAINED AMOUNTS

         Accrued Sales Taxes
         Accrued Federal Excise Taxes
         Collected Insurance


                                       83


                                    EXHIBIT 1

                  ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

CASH SIMPLIFICATION

ILLUSTRATIVE ONLY
-----------------



                                                                                MONTHLY
                                                                       --------------------------

WRITE-OFFS                                                                $  1,235


BILLED REVENUE                                                             $10,350
CUSTOMER CREDITS                                                              (970)
                                                                       ---------------
NET BILLED REVENUE                                                        $  9,380         82.5%
CUSTOMER EQUIPMENT CREDITS                                                     (66)        -0.6%
100% AFFILIATE RETAINED AMOUNTS                                                235          2.1%
100% SPRINT PCS RETAINED AMOUNTS                                             1,479         13.0%
CUSTOMER EQUIPMENT CHARGES                                                     175          1.5%
E911 SURCHARGES                                                                 65          0.6%
WIRELESS LOCAL NUMBER PORTABILITY CHARGES                                       26          0.2%
USF CHARGES                                                                     74          0.7%
                                                                       --------------------------
AMOUNT BILLED (NET OF CUSTOMER CREDITS)                                    $11,368        100.0%


FEE CALCULATION
---------------

NET BILLED REVENUE                                                        $  9,380
ALLOCATED WRITE-OFF                                                         (1,019)
                                                                       ---------------
                                                                          $  8,361
                                                                                92%
                                                                       ---------------
FEE BASED ON BILLED REVENUE                                               $  7,692

100% AFFILIATE RETAINED AMOUNTS                                           $    235
    ALLOCATED WRITE-OFF                                                        (26)
PHASE II E911 SURCHARGES                                                        53
    ALLOCATED WRITE-OFF                                                         (6)
WIRELESS LOCAL NUMBER PORTABILITY CHARGES                                        2
    ALLOCATED WRITE-OFF                                                         (0)
CUSTOMER EQUIPMENT CREDITS                                                     (66)
    ALLOCATED WRITE-OFF                                                          7
WRITE-OFF FOR CUSTOMER EQUIPMENT CHARGES                                       (19)
                                                                       ---------------
                                                                          $    180

TOTAL                                                                     $  7,872



                                       84


                                 Schedule 2.1.1


                                   -SECTION A-

PRESENTLY OFFERED CCPU SERVICES - Activity Applied as % to Sprint PCS
reported CCPU

3G Fees
A/P Backhaul/Facility Disputes
Affiliate Utilities
ATM Soft Hand Off
Bank Fees
BI Performance Services - Initiation
BI Performance Services - Maintenance
Bid Cost
Billing
Check Free
Clarify Maintenance Fee
CO Usage
Collection Agency Fees
Conferences
Costs associated with rollout of new products and services
Credit Card Processing/Fees
Customer Care
Customer Solutions - Mature Life
Directory Assistance
DS3
E - Commerce PT
Enhanced Voicemail
Entrance Facility Expenses (Includes Terminating/Trunking Charge)
Ford Revenue
Ford Telematics
Gift Card Payable
Gift Card Receivable
Hal Riney Ad Kit
High Speed Remote Access Server
ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
IMT Charges
Interconnection
Inter-Machine Trunk
IT (Includes E-Commerce)
LD Verification
LIDB / CNAM
Local Loop, COC, ACF, IXC, etc. (National Platform Expense - Local Loop Cost,
     Central Office Connection (COC), access Coordination Fee (ACF),
     Co-Location Charges, and Inter Exchange Carrier (IXC) Charges)
Lockbox 261
MCI Disconnect Adjusted
National Platform - COA
National Platform Disputes
National Platform (2G) (Includes Voice Activated Dialing)


                                       85


NATIONAL PLATFORM COMPONENT
FCAPS (FAULT, CONFIGURATION, ACCOUNTING, PERFORMANCE, SECURITY)
     Capital Projects
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

IN (INTELLIGENT NETWORK)
     Capital Expense
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

OSSN
     Capital Expense
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

3G
     Capital Projects
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

OPERATOR SERVICE
     Vendor Fee

WIRELESS WEB
     Capital Projects
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

MESSAGING
     Capital Projects
     Expense Projects
     Circuit Expense
     CLOH
     Labor


                                       86


     Forecasts

VAD
     Capital Projects
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

VOICE MAIL
     Capital
     Expense Projects
     Circuit Expense
     CLOH
     Labor
     Forecasts

SOFTWARE MAINTENANCE
     Openwave
     Hewlett Packard
     Comverse
     Marconi
     Lucent
     Commworks
     Four Corners
     Other Vendors (39)

Northwest Frequent Flyer
Premium Vision Services
PreNet
Pricing
Pro Text Messaging Plan
Ringers & More (Includes SBF and PT fees)
Roadside Rescue
Sprint Synch Services
Telecheck Charge
Telematics
Text Messaging Plan
TSC Usage
Type 1 Affiliate Long Distance
Voice Command Web
Wireless Web


                                   -SECTION B-


PRESENTLY OFFERED CPGA SERVICES - Activity Applied as % to Sprint PCS
reported CPGA

500 Minute Promotion Credit



                                       87


Activations - Customer Solutions
Activations - E-Commerce (Includes On Line (Web) Activations)
Activations - Telesales
Credit Check Fee
Customer Solutions - Early Life
Demo Phones
EarthLink
Hal Riney Service
Handset Logistics
Handset Obsolesence Fee and Carrying Costs
Local/Indirect Commission
Marketing Collateral Destruction
NAM/CAM
One Sprint
Telesales
PGA Expenses
PLS Commission
SmartWorks Printing

                                              -SECTION C-

PRESENTLY OFFERED CCPU SERVICES - Activity Settled Separately

Affiliate Project Authorizations
Long Distance
E911 Phase I Revenue
Microwave Clearing
Roaming
Software Fees
Sprint Local Telephone Usage
Taxes Paid on Behalf of Type III Affiliates
Tower Lease
Travel Revenue and Expense
Upgrade Commission - 2 Step Channel
Vendor Usage-Based Charges on New Products
Wholesale Revenue and Expense

                                   -SECTION D-

PRESENTLY OFFERED CPGA SERVICES -Activity Settled Separately

3G Device Logistics Fee
3rd Party Spiffs
Accessory Margin
Commissions - National 3rd Party
Commissions - Other 3rd Party
Coop Advertising - Local 3rd Party
Coop Advertising - National 3rd Party
Handset returns
Handset subsidies
Handsets


                                       88


Marketing Collateral (excluding destruction)
Meeting Competition Fund
RadioShack Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch,
     Sprint to Vegas, and Break the Bank)
Rebate Administrative Expense
Rebates
Reciprocal Retail Store Cost Recovery
Sprint LDD Commission
Third Party Promotions
Upgrade Commission - RadioShack



                                       89