SALES AGENCY AGREEMENT

     AGREEMENT  made  by  and  between  MCI  WorldCom Wireless, Inc. ("MCIW"), a
Delaware  corporation  with  offices  at                                     and
("Agent"),  Lo  Castro  &  Associates,  Inc.  dba  All  Pro Communications, with
            --------------------------------------------------------------
offices  at                                                 .
            ------------------------------------------------

      WHEREAS, MCIW wishes to expand access to its wireless telephone commercial
mobile  radio  services  ("MCIW  Services");  and

     WHEREAS, Agent desires to market MCIW Services as an independent authorized
agent  of  MCIW  pursuant  to  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in  consideration  of  the  promises and mutual covenants
contained  herein  and  other  good and valuable consideration, the adequacy and
receipt  of  which  is  hereby  acknowledged,  the  parties  agree  as  follows:


1.   Appointment  of  Agent.

     Subject  to  the  terms  of  this  Agreement,  Agent is hereby appointed an
     independent  sales  agent  with  limited authority to solicit, on behalf of
     MCIW,  customers  for  the MCIW services. The parties acknowledge and agree
     that  the  agency  relationship  established  by  this Agreement is for the
     solicitation  of  wireless  telephone communication service and not for the
     sale  of  phones  or  other  equipment  to be used in conjunction with such
     services.  Any  sales by Agent of phones or other equipment shall be solely
     on  the  account of Agent and Agent shall not represent that MCIW is in any
     manner associated with such sale, even if Agent resells phones or equipment
     purchased  from  MCIW.

2.   Acceptance  of  Agent  Appointment.

     Agent  hereby accepts the appointment by MCIW as its authorized sales agent
     to  solicit orders from Great Lakes Chicago Midwest Region (CGSA) customers
     for  the  MCIW  Services,  subject  to  the  terms  and  conditions of this
     Agreement.

     Text  omitted  per  Request for Confidential Treatment by Pinnacle Business
     Management,  Inc.

3.   Commissions/Restrictions.

     A.

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     Management,  Inc.


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     b.   Unless  otherwise  agreed in writing by MCIW , the only commissions or
          other compensation due Agent are those commissions payable pursuant to
          Section  4  below.

     c.

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     Management,  Inc.

     d.
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          MCIW reserves the right to direct Agent to bar any of its non-employee
          Personnel  (including  all such Personnel associated with a particular
          subagent  or  other  entity)  from selling MCIW Services if, in MCIW's
          sole  opinion,  anyone  of  such  Personnel has not complied with MCIW
          sales  guidelines  or  the  terms  of  this  Agreement.

     Text  omitted  per  Request for Confidential Treatment by Pinnacle Business
     Management,  Inc.


     e.   The  territory  in  which  Agent  may  sell  the MCIW Services is that
          portion of the United States, not including any possession, territory,
          commonwealth  or  dependency  thereof, in which MCIW has the legal and
          regulatory  authority  to  provide the MCIW Service. Changes in MCIW's
          legal and regulatory authority to provide the MCIW Service will reduce
          or  enlarge  the  territory  during  the  course  of  this  Agreement.

     f.
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     .

     g.
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     Management,  Inc.


     h.
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     Management,  Inc.


4.   Commissions/Calculation.

     a.


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     Management,  Inc.

     b.
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     Management,  Inc.


     c.
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     Management,  Inc.


     d.
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     Management,  Inc.


     5.  Term  and  Termination.

     a.   The  service  term  begins  the  first  day of the month following the
          execution  of  this  Agreement  by both parties ("Effective Date") and
          continues  for a period of three (3) years. Either party may terminate
          this Agreement with or without cause at any time upon ninety (90) days
          prior,  written  notice  to  the  other  party.


     b.
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     Management,  Inc.


     c.
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     Management,  Inc.


     d.
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     Management,  Inc.


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     e.
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     Management,  Inc.


     f.
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     Management,  Inc.


6.   Order  Acceptance.

     a.
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     Management,  Inc.


     b.   MCIW  may,  from  time  to time and at its discretion, submit leads of
          potential  customers  to  Agent. The submission of any lead is not and
          may  not  be



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          deemed  to  be  MCIW  approval  of the lead as a customer and Agent is
          responsible  for  ensuring that the lead is a proper customer prior to
          submitting  any  Order,  though  Agent  is  under  no obligation to so
          solicit  the  leads  submitted by MCIW. MCIW may, as set forth in this
          Agreement,  refuse any Order for service submitted by Agent from leads
          referred  to  Agent  by  MCIW.

     c.   All  Orders  submitted  by  Agent  are subject to credit screening and
          credit  approval by MCIW in its sole discretion. MCIW has the absolute
          right  to reject Orders or require deposits or other forms of security
          based  on  MCIW's  estimation  of  customer's  creditworthiness.

7.   Reporting;  Payment.

     a.
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     Management,  Inc.


     b.
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     Management,  Inc.


     c.
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     Management,  Inc.


8.   Relationship  of  Parties.

     a.   Agent  has  no  authority  to bind MCIW by contract or otherwise or to
          make  representations  as to the policies and procedures of MCIW other
          than  as  specifically  authorized  by  this Agreement. MCIW and Agent
          acknowledge  and  agree  that  the  relationship  arising  from  this
          Agreement  does  not  constitute  or  create  a  general agency, joint
          venture,  partnership, employee relationship or franchise between them
          and  that  Agent  is  an  independent  contractor  with respect to the
          services  provided  by  it  under  this  Agreement.

     b.   Agent  shall  identify  itself as an authorized representative of MCIW
          only  with respect to the services covered by this Agreement and shall
          otherwise  identify  itself  as  an  independent  business.  Unless
          specifically  authorized in writing, neither MCIW nor Agent shall make
          any  express  or implied agreements, guarantees or representations, or
          incur  any  debt,  in  the  name  of  or  on  behalf  of  the  other.

     c.   Agent's  Personnel (as defined below) are not and may not be deemed to
          be  MCIW  employees  or  joint  employees.  Agent  assumes  full
          responsibility  for  the  acts  of  its  employees  and  for  their
          supervision, daily direction and control. Agent is equally responsible
          for the actions of any subcontractors, subagents, consultants or other
          agents  or representatives of Agent as if they were Agent's employees.
          Collectively,  Agent's  employees,  subcontractors,  subagents,
          consultants  and  other  agents  and  representatives  are referred to
          herein  as  Agent's  Personnel.  MCIW  is not responsible for worker's


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          compensation, disability benefits, unemployment insurance, withholding
          taxes,  social  security  or  any  other taxes or benefits for Agent's
          Personnel.

     d.   AGENT  SHALL  MAKE  NO  WARRANTIES  RELATING TO THE SERVICES DESCRIBED
          HEREIN  EXCEPT  AS  SET FORTH IN SALES LITERATURE PROVIDED TO AGENT BY
          MCIW OR AS SET, FORTH IN THE FORM OR FORMS OF ORDERS PROVIDED AGENT BY
          MCIW  ,  OR  AS  OTHERWISE  EXPRESSLY  PERMITTED  BY  MCIW IN WRITING.

     e.   This  Agreement is not intended to and does not create any third party
          beneficiaries  to the rights and obligations set forth herein, nor may
          any  third  party  beneficiaries  be  inferred  by operation of law or
          otherwise.

9.   Marketing.

     a.
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     Management,  Inc.


     b.
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     Management,  Inc.


     c.
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     Management,  Inc.


     d.
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     Management,  Inc.


10.  Sales  Aids  and  Training.

     a.
     Text  omitted  per  Request for Confidential Treatment by Pinnacle Business
     Management,  Inc.


     b.
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     Management,  Inc.


     c.
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     Management,  Inc.


11.  Standards  of  Conduct.

     a.


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12.  Non-Competition.

     a.
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     Management,  Inc.


     b.
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     Management,  Inc.


     c.
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     Management,  Inc.


     13.  Confidentiality;  Publicity.

     a.
     Text  omitted  per  Request for Confidential Treatment by Pinnacle Business
     Management,  Inc.


     b.
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     Management,  Inc.


     c.   The  restrictions  of  this  Agreement  on  use  and  disclosure  of
          Confidential  Information  do  not  apply  to  information  that:

          (i)  is  in  the possession or control of Recipient at the time of its
          disclosure  hereunder through no wrongful act of Recipient and with no
          obligation  to  Owner  not  to  disclose  it;

          (ii)  is,  or  becomes,  publicly  known  through  no  wrongful act of
          Recipient,  subsequent to the time of Owner's communication thereof to
          the  Recipient;

          (iii)  is received by Recipient from a third party free to disclose it
          without  obligation  to  Owner;

          (iv)  is developed independently by Recipient without reference to any
          of  Owner's  confidential  information or other information that owner
          disclosed  in  confidence  to  any  third  party;  or

          (v)  is  identified by Owner as no longer proprietary or confidential.

     d.
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     Management,  Inc.


     e.


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     f.   Neither  party  shall  disclose any of the terms or conditions of this
          Agreement  without  the  other party's prior written consent except as
          required  by  subpoena  or  other  judicial or administrative process.

     g.   Neither  party  shall  issue  any  publicity  statement, informational
          release or consent to any interview, relating to this Agreement or its
          activities  under  this Agreement without the prior written consent of
          the  other  party.

     h.
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     Management,  Inc.


     i.
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     Management,  Inc.


     j.   Any breach of the terms and conditions of this Section during the Term
          of this Agreement by either party is grounds for immediate termination
          of  this  Agreement  with  cause  by  the  non-breaching  party  .


     k.
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     l.   Notwithstanding  any  terms  to  the contrary herein, Agent may comply
          with  any  government order, court order or other decree to produce or
          disclose  the information after MCIW has been notified of the order or
          decree and had an opportunity to prevent or restrict its production or
          disclosure.  Agent  will  provide  such  notice  promptly.


14.  Tradenames and Trademarks.

     a.
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     Management,  Inc.


     b.
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     c.
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     Management,  Inc.


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     d.
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     Management,  Inc.


     e.
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     Management,  Inc.


15.  Advertising  Review.

     a.
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     Management,  Inc.


     b.
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     Management,  Inc.


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     Management,  Inc.


     For  pre-approval  prior  to  submitting  the  aforementioned,  to:

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     Management,  Inc.


16.  Limitation  of  Liability.

     a.
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     Management,  Inc.


     b.
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     Management,  Inc.

     c.
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     Management,  Inc.


     d.
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     Management,  Inc.


     e.
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     Management,  Inc.


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17.  Indemnification.

     a.   Agent  shall  indemnify  and  hold  harmless  MCIW  ,  its affiliates,
          employees, officers and directors from and against any and all claims,
          actions,  suits,  proceedings,  judgments, damages, liabilities, costs
          and  expenses, including reasonable attorney's fees and allocable cost
          of  in~house  counsel,  arising  directly or indirectly from breach of
          this  Agreement, negligent acts or omissions, or willful misconduct of
          Agent  (including  all  its  Personnel, whether or not approved). MCIW
          shall  give  Agent  prompt  notice  of  any matter for which it has an
          indemnification  obligation. As between the parties, MCIW will control
          the  defense  of  such  action  and  settlement  negotiations.

     b.   Notwithstanding  the  above  or  other  provisions of this Section 17,
          Agent  agrees  to  defend,  indemnify  and hold harmless MCIW from and
          against  any  claim  or  action  whatsoever  arising  from  the use or
          representations  by  Agent  and/or  customers  and/or  any third party
          authorized  by  Agent  of the MCIW Services to transmit any message or
          other  material  which  may  be  libelous  or  which  constitutes  an
          infringement  of any copyright or trademark or third party proprietary
          right,  or  which  violates any provision of any applicable statute or
          regulation  of  a  Federal,  state  or  local  government,  or  which
          constitutes  false  and/or  misleading  representations or advertising
          claims.

     c.   Agent  shall  defend,  indemnify  and  hold  harmless  MCIW  and  its
          affiliated companies, their directors, officers, employees and agents,
          from  any  and all claims, liabilities, damages or expenses (including
          allocated  costs  of in- house counsel and other legal fees and costs)
          arising  from or claimed to have arisen from the payment or nonpayment
          of  any  sums to Agent' s Personnel or any other person or entity with
          respect  to  MCIW Services, and Agent shall receive and respond to all
          inquiries  related  thereto.

     d.   Agent  will  immediately notify MCIW in writing of the commencement or
          threatened  commencement of any action, suit or proceeding, and of the
          issuance  or threatened issuance of any order, writ, injunction, award
          or  decree of any court, agency or other governmental instrumentality,
          involving  Agent's activities under this Agreement or which may affect
          Agent's  ability  to  perform  its  obligations  hereunder.

18.  Insurance.


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     Management,  Inc.


19.  Notices.


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     Notices  to be given pursuant to this Agreement will be in writing and will
     be  deemed  to  have been duly and properly given on the earlier of (i) the
     date such notice has been received, including but not limited to where such
     receipt  is  established by a reputable overnight courier service; or, (ii)
     five  (5)  days  after  deposit  of  such notice in the United States Mail,
     postage  prepaid,  to  be  delivered  by  certified  mail,  return  receipt
     requested, addressed to Agent at the address given above or at such address
     as  it may designate in writing from time to time and addressed to MCIW at:


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     Management,  Inc.


     with  a  copy  to:


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     Management,  Inc.


     or  at  such  address  it  may  designate  in  writing  from  time to time.

20.  Compliance  with  Law.

     Agent  will,  at its own expense, operate in full compliance with all laws,
     rules and regulations applicable to, and maintain in force all licenses and
     permits  required  for,  its  performance  under  this  Agreement.

21.  Arbitration  and  Disputes.

     Any  dispute  arising  out of or related to this Agreement, which cannot be
     resolved  by  negotiation  (including, without limitation, any dispute over
     the  arbitrability  of an issue), will be settled by binding arbitration in
     accordance  with the J.A.M.S/ENDISPUTE Arbitration Rules and Procedures, as
     amended  by this Agreement. Unless the parties select a different location,
     the  arbitration  will  be held in the Chicago, Illinois metropolitan area.
     The  costs  of  arbitration,  including  the  fees  and  expenses  of  the
     arbitrator,  will  be  shared equally by the parties unless the arbitration
     award  provides  otherwise.  Each party will bear the cost of preparing and
     presenting  its  case.  The  parties  agree  that  this  provision  and the
     Arbitrator's  authority  to  grant  relief are subject to the United States
     Arbitration  Act,  9  U.S.C. 1- 16 et seq. ("USAA"), the provisions of this
     Agreement,  and  the  ABA-AAA  Code of Ethics for Arbitrators in Commercial
     Disputes.  The parties agree that the arbitrator have no power or authority
     to make awards or issue orders of any kind except as expressly permitted by
     this  Agreement,  and in no event does the arbitrator have the authority to
     make  any  award  that  provides  for  punitive  or  exemplary damages. The
     Arbitrator's  decision  must  follow  the  plain  meaning  of  the relevant
     documents,  and  shall be final and binding. The award may be confirmed and
     enforced in any court of competent jurisdiction. All post-award proceedings
     will  be  governed  by  the  USAA.

22.  Impossibility  of  Performance.


<PAGE>
     Neither MCIW nor Agent will be liable for loss or damage or deemed to be in
     breach  of  this  Agreement if its failure to perform its obligations under
     this  Agreement  results  from  (i) compliance with any law, ruling, order,
     regulation  or requirement of any federal, state or municipal government or
     department  or agency thereof or court of competent jurisdiction; (ii) acts
     of  God;  (iii)  acts or omissions of the other party; (iv) fires, strikes,
     war,  insurrection  or  riot;  (v)  or  any  other cause beyond the party's
     reasonable  control.  Any delay resulting therefrom will extend performance
     accordingly  or  excuse  performance,  in  whole  or  in  part,  as  may be
     reasonable.

23.  No  Waiver.

     No  waiver  of any of the provisions of this Agreement is binding unless it
     is  in  writing  and signed by both parties. The failure of either party to
     insist  on  the  strict enforcement of any provision of this Agreement does
     not constitute a waiver of any provision and all terms shall remain in full
     force  and  effect.

24.  Binding  Effect.

     This  Agreement  will  be  binding  upon  and  inure  to the benefit of the
     parties,  their  successors  and assigns; provided, however, that Agent may
     not  assign  or  otherwise  transfer  this Agreement or any of its interest
     herein  without  the  prior,  express written consent thereto by MCIW which
     consent will not be unreasonably withheld. Any attempted assignment without
     MCIW's  prior  written consent will be void. Neither the whole nor any part
     of  the  interest  of  Agent  in  this  appointment  will be transferred or
     assigned by operation of law. MCIW may assign this Agreement to its parent,
     or  any  subsidiary  or  affiliate  company.

25.  Severability.

     No  provision  of  this  Agreement  which may be deemed illegal, invalid or
     unenforceable  will  in  any  way  invalidate  any other provisions of this
     Agreement,  all  of  which  will  remain  in  full  force  and  effect.



26.  Entire  Agreement.

     This  Agreement  supersedes  and  replaces  all  prior  and contemporaneous
     agreements,  understandings  and  representations, whether oral or written,
     between the parties and relating to the subject matter hereof, and together
     with  the  applicable published tariffs and price lists and other documents
     referenced herein, constitutes the entire understanding of the parties with
     respect  to the subject matter of this Agreement. This Agreement may not be
     modified,  changed,  altered  or  amended  except  by  an  express  written
     agreement  signed by duly authorized representatives of the parties hereto.


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27.  Controlling  Law.

     This  Agreement,  including  all  matters  relating  to  the  validity,
     construction,  performance and enforcement thereof, is governed by the laws
     of  the  State  of  New  York without giving reference to its principles of
     conflicts  of law, except to the extent the Communication's Act of 1934, as
     amended,  and  as  interpreted  and  applied  by the Federal Communications
     Commission,  applies.

28.  Headings.

     The  section  numbers and captions appearing in this Agreement are inserted
     only  as  a  matter  of  convenience  and are in no way intended to define,
     limit,  construe  or  describe the scope or intent of such sections of this
     Agreement,  or  in  any  way  affect  this  Agreement.

29.  Expiration.

     This  Agreement  is  not  be valid unless executed by Agent and executed by
     MCIW . Any and all prior offers made to Agent, whether written or oral, are
     superseded  by  this  Agreement.


     Agent                                   WorldCom  WIRELESS,  INC.



     ______________________________           ______________________________
     Authorized  Signature                    Authorized  Signature



     ______________________________           _______________________________
     Printed  Name                            Printed  Name



     _______________________________          _______________________________
     Title                                    Title


     _______________________________          _______________________________
     Date                                     Date


<PAGE>
================================================================================


                        MCI WORLDCOM WIRELESS SALES AGENT
                          EQUIPMENT PURCHASE AGREEMENT
                 FOR WIRELESS CELLULAR HANDSETS AND ACCESSORIES

This  is  a  purchase  agreement  for  wireless  telephone  handsets  other
communications  equipment  and  related accessories Equipment Purchase Agreement
Number  between  MCI  Wireless. Inc., WorldCom Wireless, Inc. and their wireless
affiliates  doing  business as MCI WorldCom Wireless ("MCI WorldCom Wireless" or
"MCIWW")  on  the  one  hand,  __________________  ("Buyer"),
located  at  ___________________________________  on  the other hand, dated (the
"Agreement").


1.   Purchase  and  Sale  or  Wireless  Equipment  Subject  to the terms of this
     Agreement,  MCIWW agrees to sell to Buyer and buyer agrees to purchase from
     MCIWW  wireless  telephone  commercial  mobile  radio  service  handsets
     ("Handsets"),  other  wireless communications equipment, and any additional
     accessories,  (collectively "Equipment") offered by MCIWW for sale, ordered
     by  Buyer  through  a  purchase  order  as  provided in Section 3 below and
     delivered  by  MCIWW (as available) prior to termination of this Agreement.

Text  omitted  per  Request  For  Confidential  Treatment  By  Pinnacle Business
Management,  Inc.

2.   Term.

2.1  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

2.2  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

2.3  2.3  Text  omitted  per  Request  For  Confidential  Treatment  By Pinnacle
     Business  Management,  Inc.

3.   Charges.

3.1  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.2  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.3  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.


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3.4  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.5  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.6  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.7  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.8  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

3.9  4.  Title  and  Risk  or  Loss.  Text  omitted per Request For Confidential
     Treatment  By  Pinnacle  Business  Management,  Inc.


5.   Warranty.

3.10 Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

5.2  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

6.   Limitation  or  Liability.

6.1  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

6.2  Text  omitted  per  Request For Confidential Treatment By Pinnacle Business
     Management,  Inc.

7.  Intellectual  Property/Use of Marks. Buyer acknowledges that it does not own
any  of  MCIWW's  or  any  of  the  Equipment  manufacturers'  designated



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trademarks.  service  marks  and  other symbols (the "Marks"), and agrees not to
assert  any  rights with regards to the Marks nor shall Buyer use any such marks
without  prior  written  approval  from  the  owner.

8.  Indemnification.  Buyer agrees to indemnify, defend and hold harmless MCIWW,
its  parent  companies,  subsidiaries,  affiliates,  and all of their respective
directors and employees from any and all liability to third parties arising from
(i)  a  breach  by  Buyer of its obligations under this Agreement; (ii) the acts
errors,  representations,  misrepresentations,  or  negligence  of  Buyer,  its
employees,  affiliates, distributors or agents, or (iii) violation by Buyer, its
affiliates, distributors or agents of a third party's trademarks, service marks,
copyrights,  trade  secrets, proprietary rights, intellectual property rights or
publicity rights in connection with the Equipment provided under this Agreement.

9.  Force  Majeure.  Neither party shall be deemed negligent. at fault or liable
for  any  delay  or  failure  in  performance  resulting  from acts of god, war,
accidents,  labor  disputes,  strikes  or  any  other cause not the fault of and
beyond  the  reasonable  control of the party delayed; provided that the delayed
party  gives  the other party prompt notice of the delay in sufficient detail to
permit  the  notified  party  to  minimize  the  effect  of  such  delay.

10.  Governing  Law.  Text  omitted  per  Request  For Confidential Treatment By
Pinnacle  Business  Management,  Inc.

11.  Arbitration.  Any dispute or disagreement arising out of or related to this
Agreement  shall  be  submitted  to  J.A.M.S/ENDISPUTE  for  final  and  binding
arbitration  by  a single, neutral arbitrator pursuant to the J.A.M.S./ENDISPUTE
Arbitration  Rules  and  Procedures  in  effect  on  the date of commencement of
arbitration,  as  modified  by  this  Agreement.   The  costs  of  arbitration.
including  the  fees  and expenses of the arbitrator, shall be shared equally by
the  parties  unless  the arbitration award otherwise provides. Each party shall
bear the cost of preparing and presenting its own case. The arbitration shall be
governed  by  the United States Arbitration Act. 9 U.S.C. 1-16 et seq. ("USAA").
notwithstanding  any conflicts or choice of law provision in this Agreement. The
parties  agree  that Washington, D. C. shall be the location for the arbitration
hearing.  Any  controversy over whether an issue is subject to arbitration shall
be  determined  by  the  arbitrator.  The  arbitrator  has no authority to award
punitive,  treble  or  exemplary  damages  and the parties expressly waive their
rights to any such damages. The award may be confirmed and enforced in any court
of  competent jurisdiction. All post-award proceedings are governed by the USAA.

12.  Independent  Contractor  Status.  MCIWW's  relationship  to  Buyer  in  the
performance  of  this  Agreement  is  that of an independent contractor. Nothing
contained  in  this  Agreement  shall  be  deemed  or  construed  as  creating a
partnership,  joint  venture  or fiduciary relationship between MCIWW and Buyer.

13.  Export  and  Legal  Compliance.

13.1  Buyer  acknowledges  that  certain Equipment and associated technical data
which  may be provided hereunder may be subject to export and re-export controls
under  the  U.S. Export Administration Regulations and/or similar regulations of


<PAGE>
the  U.S.  or  any  other  country. Buyer shall not export or re-export any such
Equipment  or  associated  technical  data  or  any  direct  product  thereof in
violation  of  any  such  laws.

13.2 Buyer shall comply with all laws and regulations. including but not limited
to  import  and  custom  laws  and  regulations.

13.3  Buyer  shall  not distribute the Equipment outside of those areas in which
MCIWW  provides  wireless  service.

14.  Survival.  The  rights and responsibilities of the parties hereto under the
provisions  of  Sections  6,  10,  11,  14  and  16  shall survive expiration or
termination  of  this  Agreement, along with any other provisions which by their
nature  extend  beyond  any  such  expiration  or  termination.

15.  No  Assignment.
 Text  omitted  per  Request  For  Confidential  Treatment  By Pinnacle Business
Management,  Inc.


16.  Entire  Agreement; Amendments. This Agreement contains the entire agreement
between  MCIWW  and Buyer concerning its subject matter and supersedes all prior
or  contemporaneous  agreements,  representations,  expressions  or discussions,
written  or  oral, courses of dealing, usages of trade or courses of performance
under  this  or  other  agreements.  This Agreement supersedes all preprinted or
other terms and conditions of any purchase order submitted by Buyer concurrently
with  or  pursuant  to  or in connection with this Agreement. Amendments to this
Agreement,  with  the  exception  of  price  revisions as stated above, shall be
effective  only  if  in  writing  and  signed  by  the  parties.

IN  WITNESS  WHEREOF,  the  parties have caused this Agreement to be executed by
their  duly  authorized  representatives  on  the  date  first  above  written.

ACCEPTED  AND  AGREED  TO:

BUYER

By:  ___________________________


Name:  _________________________


Title:  ________________________

Date:  _________________________


<PAGE>
MCI  WIRELESS,  INC.
WORLDCOM  WIRELESS,  INC.
AND  THEIR  WIRELESS  AFFILIATES
D/B/A  MCI  WORLDCOM  WIRELESS

By:  ___________________________


Name:  _________________________


Title:  ________________________

Date:  _________________________

Authorized  Agent:  Locastro  &  Associates,  Inc.  dba  All  Pro Communications
                    ------------------------------------------------------------

Text  Omitted  by  Request  for  Confidential  Treatment  by  Pinnacle  Business
Management,  Inc.  (Print  name  of  Agent)


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