NONEXCLUSIVE  DEALER  AGREEMENT


THIS  NONEXCLUSIVE  DEALER  AGREEMENT  ("Agreement") is made this  ______ day of
______________, 2001 (the "Effective Date") between Cricket Communications. Inc.
a  Delaware corporation doing business as Cricket Wireless, Inc. In Pennsylvania
("Cricket"),  with  chief  executive  offices at

                   and  Lo  Castro & Associates, Inc. dba All Pro Communications
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a  Pennsylvania  corporation  partnership  or  sole  proprietor  (circle  one))
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("Dealer"),having  its  principal  place  of  business  at
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     WHEREAS,  Cricket  is  in  the  business  of  providing  wireless  Personal
Communications  services (PCS) to subscribers in specific local geographic areas
(the  "Business"  or  "Service");  and

     WHEREAS,  as  part  of  providing  the  PCS  service. Cricket sells, either
directly  or  through  a  designated  third  party  supplier  (the  "Designated
Supplier"),  mobile wireless telephones and accessories which can be used on the
Cricket  wireless  network  in  specific  local  geographic  areas;  and

     WHEREAS,  Dealer desires to become authorized by Cricket to market and sell
the mobile wireless telephones and accessories to end users ("Subscribers") upon
the  ten1ls  and  conditions  set  forth  in  this  Agreement;  and

     WHEREAS,  Dealer  contemplates  repetitive purchases from Cricket of mobile
wireless  telephone instruments (that generally include handsets, batteries, and
one  or  more accessories such as a power adapter/charger or phone strap), which
are  more  particularly  described  in Exhibit A attached hereto (the "Telephone
Packages"  or  "Phones");  and

     WHEREAS,  Cricket  and  Dealer  agree that the terms and conditions of this
Agreement  shall  govern  their  relationship, and that all of Dealer's purchase
orders  for  Phones  shall  be  subject  to  and  consistent with the ten1ls and
conditions  of  this  Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual promises, covenants, and
conditions  herein  contained,  Cricket  and  Dealer  agree  as  follows:


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1.   PERIOD  OF  AGREEMENT

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Management,  Inc.


2.   TERMINATION  OR  EXPIRATION

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Management,  Inc.


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d)  Termination  of  this  Agreement  pursuant  to paragraph {a) above shall not
affect purchase orders placed and accepted by Cricket or the Designated Supplier
prior  to the date the termination notice was given or the date of expiration of
this  Agreement.  However,  Cricket  and  the Designated Supplier shall have the
right  and option, in their sole discretion, to reject any orders or require COD
on  all  orders  shipped  during  any  of  the above notice period(s). Following
termination  of  this  Agreement,  Dealer shall not place further orders for the
Phones  from  Cricket  or  its  Designated  Supplier.

e)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.

f)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc

g)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.

h)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.

i)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.


3.  PRODUCT  ORDERS

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.



4.   NON-EXCLUSIVE  RIGHTS

a)  Appointment  of  Non-exclusive  Dealer.  Cricket hereby appoints Dealer as a
non-exclusive dealer to sell Telephone Packages to end-users, upon the terms and
conditions  of  this  Agreement,  and  Dealer accepts such appointment. Dealer's
appointment  shall  continue  until  the  termination  or  expiration  of  this
Agreement.  Dealer's  appointment  shall  be  effective  only  for  the specific
geographic  market area(s) (the "Area(s)") that are set forth in Exhibit C where
Cricket  offers  the  Service.

Dealer agrees to use its best efforts to promote and sell the Telephone Packages
in  the  Area  under  the  terms  and  conditions  of  this  Agreement.  Dealer
acknowledges that this Agreement is non-assignable and non-transferable in whole
or  in part by Dealer. It is expressly understood and agreed that this Agreement
does not grant Dealer an exclusive privilege to sell Cricket Telephone Packages,
and  Cricket  may, in its sole discretion, appoint other dealers or distributors
of  the Telephone Packages in the Area. Dealer understands that Cricket actively
markets  and  sells  Cricket's  Business  and Telephone Packages directly in the
Area,  in  other areas, over the Internet, or otherwise in Cricket's discretion,
Dealer shall have no power or authority to appoint any other person or firm as a
distributor  or  dealer  for  the  Telephone  Packages.


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Dealer  acknowledges  that  Cricket has not required Dealer to pay any franchise
fee  or  other payment or commit to pay such fee or other payment as a condition
of  the  execution  of  this Agreement, and that the State franchise laws do not
govern the interpretation or enforceability of this Agreement. Dealer represents
and  warrants  to Cricket that Dealer does not and shall not deem itself to be a
franchisee  of Cricket under any applicable law- Nothing in this Agreement shall
be deemed to establish or otherwise create a relationship of principal and agent
between  Cricket and Dealer, nor does it create any joint venture or pal1nership
between  Cricket  and  Dealer.

It  is understood and agreed that Dealer is not a partner, agent, or employee or
other legal representative of Cricket for any purpose whatsoever. and Dealer has
no  legal right or authority to make any representations. promises or agreements
in  the  name  of  or  for  the account of Cricket or any affiliate or parent of
Cricket.  It is agreed that, when products are sold to Dealer under the terms of
this Agreement, the relationship of the parties hereto is that of a vendor and a
vendee.  Dealer  shall conduct its business for its own interest and all persons
employed  in  the  conduct  of  Dealer's business shall be Dealer's employees or
agents. Dealer shall be solely responsible for the withholding or payment of all
federal.  state,  and  local  taxes,  social  security,  unemployment, sickness.
disability,  and  worker's  compensation  insurance and other payroll taxes with
respect  to  its  business. Dealer has the sole responsibility for directing its
own  day-to-day business operations. Dealer shall pay its own business expenses.
Neither  Dealer  nor  any  of  its  employees. shall be entitled to any employee
benefits  from Cricket. Dealer's sole financial incentive from this relationship
shall be the purchase of Cricket Products under the terms of this Agreement, the
profit  (or  loss)  from  selling Cricket Products to permitted Dealers. and any
other  compensation  as  set  forth  in  this  Agreement.

b)   Non-exclusive  market  rights  -  Marks

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Management,  Inc.


5.   NON-DIVERSION. CONFIDENTIAL INFORMATION, CONFIDENTIALITY AND NON-DISCLOSURE

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


6.   HANDSET  AND  ACCESSORY  PRICING

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


7.   PAYMENT  TERMS

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


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8.   FREIGHT  CHARGES

All  freight  charges  shall  be paid as set forth in Section 6 above, except if
indicated  otherwise  in  exhibit  A-1.

9.   PRODUCT  RETURNS  AND  REPAIRS.

a)  Defective  products. Dealer may return to the Designated Supplier any of the
purchased Telephone Packages that are defective for a full credit, provided that
the  complete  Telephone Package is returned (with handset, battery, charger and
power  adapter).  Prior  to  return,  Dealer  must  receive  from the Designated
Supplier  a  return  material  authorization  ("RMA")  for each return shipment.
Returns sent without a prior RMA will be returned to Dealer at Dealer's expense.
Dealer shall be charged for missing accessories if incomplete Telephone Packages
are  returned.  Dealer  agrees  to take reasonable care in preparing returns for
shipment.  Improperly  packaged  material,  or material damaged during shipment,
will  be  accepted at the discretion of the Designated Supplier.  The Designated
Supplier may reject any material that was damaged during shipment or by improper
packaging  prior  to  shipment.

"Defective"  product means a Phone that fails immediately out of the package, or
fails  within  the  first  30 days of ownership by the subscriber and within the
first  30  minutes  of  usage.

b)  Customer  Satisfaction Returns. Dealer may return, for a full credit, any of
the  subscriber  Telephone  Packages  returned  to Dealer by a subscriber in the
first thirty (30) days after the subscriber's purchase of the Telephone Package.
provided  that  the Telephone Package is returned complete, with all accessories
that came with the product, with less than 30 minutes of usage and with proof of
purchase.  Dealer  will furnish such Telephone Package information as Cricket or
its  Designated  Supplier  reasonably  requests  to verify the timeliness of the
returns.

c)  Stock  Balancing.  Dealer  may return unopened, unsold Telephone Packages to
Cricket  at Dealer's expense for a full credit, provided such Telephone Packages
are  in  their  original package, with all accessories, and in otherwise salable
condition.  Telephone  Packages  that remain in Dealer's inventory for more than
ninety  (90)  days  from  date of shipment to Dealer, and discontinued Telephone
Packages  which remain in Dealer's inventory for more than thirty (30) days from
date  of  shipment  to  Dealer  are  not  eligible  for  stock  balancing.

d)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.


e)  Product repairs.  All repairs, whether in warranty or out of warranty, shall
be the responsibility of the manufacturer(s) of the respective Telephone Package
or  Accessory.


f)     Return  of  Telephone  package Cricket-operated retail stores.  Telephone
Packages  which  qualify  for  repair  or  replacement  under  the terms of this
Agreement  or  under  the  terms  of  the  limited  warranty  provided  by  the
manufacturer(s)  of  the  Telephone  Packages may be returned by the subscribers


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directly  to  any of the Cricket-operated retail stores for the Service (instead
of  to  the  Dealer)  in the specific geographic market area where the Telephone
Packages  are  designated  for  use  Cricket  will  advise  Dealer  when  such
Cricket-operated retail store opens in the Dealer's Area serviced by the Cricket
wireless  system,  and  Cricket  will  provide  information  to Dealer as to the
location,  hours  of  operation  and  types of services available at the Cricket
store to subscribers.  Dealer agrees to cooperate with Cricket in providing this
information  to  subscribers  and  to  offer  this  option  to  subscribers as a
preferred  option  for  repair  or replacement of qualifying Telephone Packages.

10.  MARKETING

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Management,  Inc.


11.  DEALER'S  RESPONSIBILITIES

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Management,  Inc.

12.  MISCELLANEOUS

a)  Assignment.  Dealer  shall  not  sell,  assign,  sublicense or transfer this
Agreement  or any of its rights or obligations hereunder without Cricket's prior
written  consent,  which  may  be  withheld  at  Cricket's  sole  and  absolute
discretion.  Cricket  shall  have  the right, at Cricket's discretion, to assign
this  Agreement.

b)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.


c)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.


d)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.

e)  Text  Omitted  Per  Request  for Confidential Treatment by Pinnacle Business
Management,  Inc.


f)  Arbitration.  Except  with  respect  to  a  breach  of  the  obligations  of
confidentiality,  non-competition  and  actions  detrimental  to the Business of
Cricket.  as  to which Cricket shall have the right to seek injunctive remedy or
other equitable remedies, disputes shall be settled by arbitration in accordance
with  the  Rules  of  the  American  Arbitration  Association.


g)  Governing  Law, Jurisdiction, Venue, and Attorney's Fees. This Agreement and
the  rights  and  obligations  of  the  parties  hereunder shall be construed in
accordance  with  and  shall be governed by the laws of the State of California.
Dealer  and  Cricket  agree  that  any  action  or  arbitration relating to this
Agreement shall be brought only in the County of San Diego, State of California.
Dealer  and Cricket hereby submit to the jurisdiction of the state court sitting
in  San Diego County California or ,the .federal district court for the Southern
District  of  California  sitting  in  San  Diego.


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h)  Dealer's Authority.  Dealer is duly organized, validly existing, and in good
standing under the laws of its incorporating jurisdiction, and has all requisite
power  and  authority  to  enter  into  this  Agreement, to conduct the business
contemplated  herein,  and to own, lease and operate any properties or assets in
connection herewith, and that doing so does not conflict or cause a default with
respect  to  Dealer's obligations under any other agreement. Dealer shall at all
times  during  this  Agreement  maintain  all  business  licenses,  permits  and
authorities  required  to  perform  Dealer's obligations hereunder in each Area.
Dealer  shall  provide  to  Cricket,  upon  Cricket's  request,  all  license,
authorizations,  certificates and other evidence of the Dealer's compliance with
the  terms  of  this  Agreement  and  all  applicable  laws.

i)  Notices.  All  notices  and other communications hereunder shall be given in
writing  and  shall  be  deemed  to  have been duly given and effective (1) upon
receipt  if  delivered  in  person,  by telegram, telecopy of telex, (2) one day
after  deposit prepaid with a national overnight express delivery service or (3)
three  days  after  deposit  in the United States mail (registered or certified,
postage  prepaid,  return  receipt  requested).

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


j)  Severability.  In the event that any one or more of the provisions contained
in  this  Agreement  shall,  for  any  reason, be held to be invalid, illegal or
unenforceable  in  any  respect, such invalidity, illegality or unenforceability
shall  not  affect  any  other  provision  of this Agreement and such invalid or
unenforceable  to  the  maximum  extent  compatible  with,  and  possible under,
applicable  law.

k) Waiver.  The waiver by either party of a breach or a default of any provision
of  this  Agreement by the other party shall not be construed as a waiver of any
succeeding  breach  of  the  same or any other provision, nor shall any delay or
omission  on  the part of either party to exercise or avail itself of any right,
power  or  privilege  that it has, or may have hereunder, operate as a waiver of
any  right,  power  or  privilege  by  such  party.

l)  Counterparts.  This Agreement may be executed in multiple counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.  In making proof of this Agreement, it shall not be
necessary  to  produce  or  account  for  more  than  one  such  counterpart and
supersedes  all prior agreements, understandings, negotiations, representations,
and  proposals,  whether  written  or  oral,  relating  to  its  subject matter.

13.  LIQUIDATED  DAMAGES

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Management,  Inc.


14.  ENTIRE  AGREEMENT


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This Agreement, and the Exhibits attached hereto constitute the entire Agreement
between Cricket and Dealer with respect to the subject matter hereof and, except
as otherwise allowed in this Agreement. shall not be amended or modified without
specific written provisions to that effect, signed by authorized representatives
of both parties. No oral statement of any person whomsoever, shall in any manner
or  degree.  modify  or  otherwise  affect  the  terms  and  provisions  of this
Agreement.

IN WITNESS WHEREOF, Cricket and Dealer have caused this Agreement to be executed
by  their  duly  authorized  representatives as of the day and year first stated
above.

CRICKET  COMMUNICATIONS,  INC.
d/b/a  Cricket  Wireless,  Inc.

By:  _______________________________

Name:  _____________________________

Title:______________________________




Lo  Castro  &  Associates,  Inc.
d/b/a  All  Pro  Communications

By:  _______________________________

Name:  _____________________________

Title:______________________________


LIST  OF  EXHIBITS

Exhibit  A-  Price  List
Exhibit  A-1  .Payment  Terms
Exhibit  B  -MDF/Co-op  Advertising  and  Logo  Guidelines
Exhibit  C  -  Geographic  Market  Areas  and  Designated  Supplier

When  executing  this  Agreement.  please  remember  to:

Fill  out  page 1 with the true corporate name of the Dealer and include a d/b/a
if  applicable  -also  indicate  the  principal-place of business of the Dealer;

Fill  out  the  blank  space  in  Article  11c  (the minimum number of Telephone
Packages  to  be  sold  by  Dealer  each  month);

Fill  out  the  blanks in Section 12i (the name and address of Dealer for notice
purposes);


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Fill out the Area in item #1 in Exhibit C (the Markets services by Cricket where
Dealer  is  permitted to market and sell the Telephone Packages) and the address
of  each  Dealer  location that will be authorized to sell the Cricket Telephone
Packages  in  the  Area.

Execute  two  (2)  originals  of  this  Agreement.


          EXHIBIT  A
          PRICE  LIST
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Management,  Inc.


          EXHIBIT  A-1
          PAYMENT  TERMS
Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


                    EXHIBIT  B
               MDF/CO-OP  ADVERTISING  AND  LOGO  GUIDELINES

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


     CRICKET  AUTHORIZED  DEALER  LOGO  GUIDELINES

Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


          AUTHORIZED  DEALER  LOGO  SLICK

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Management,  Inc.


                    EXHIBIT  C
DESIGNATED  MARKET  AREA(s)  AND  DESIGNATED  SUPPLIER
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Text  Omitted  Per  Request  for  Confidential  Treatment  by  Pinnacle Business
Management,  Inc.


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