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                                                                     Exhibit 4.3

                         SHAREHOLDERS' RIGHTS AGREEMENT

      This Shareholders' Rights Agreement (this "Agreement"), is dated as of
October 2, 2000, by and between Telecom Wireless Solutions, Inc., a Delaware
corporation ("TWS"), Blue Sky Communications, Inc., a Georgia corporation (the
"Company"), Stanford Financial Group Company, a Florida corporation ("Stanford")
and interWAVE Communications International, Ltd., a Bermuda corporation
("IWAV").

                                    RECITALS

      WHEREAS, IWAV and the Company have entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement") of even date herewith, in which IWAV has agreed
to purchase from the Company 1,175,000 shares of Convertible Series A Preferred
Stock, par value $0.001 per share, for an aggregate purchase price of
$4,700,000;

      WHEREAS, the parties hereto desire to set forth herein their mutual
agreement regarding various matters relating to the Company.

                                   AGREEMENTS

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth herein, the parties hereto, intending to be legally bound, agree as
follows:

                                   ARTICLE 1

                                   DEFINITIONS

      1.1 CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:

      "Affiliate" means, with respect to any Person, any Person that, directly
or indirectly, controls, is controlled by, or is under common control with such
first-named Person. For the purposes of this definition, "control" (including
with correlative meanings, the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise.

      "Board" means the Board of Directors of the Company, as constituted from
time to time.

      "Commission" means the Securities and Exchange Commission.

      "Common Stock" means shares of the Company's common stock, par value $.001
per share.

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      "Corporate Transaction" means, (i) the acquisition of the Company by
another entity by means of any transaction or series of related transactions
(including, without limitation, any reorganizations merger or consolidation, but
excluding any merger effected primarily for the purpose of changing the domicile
of the Company) in which the shareholders of the Company immediately prior to
the transaction (or first step in such related transactions) do not retain at
least fifty percent (50%) or more of the outstanding voting power of the
Company; or (ii) a sale of all or substantially all of the assets of the
Company.

      "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

      "Preferred Stock" means the shares of the Company's preferred stock, par
value $0.001 per share.

      "Qualified IPO" means the closing of a firmly underwritten public offering
of the shares of Common Stock of the Company at a per share price (prior to
underwriting commission and expenses) of not less than $8.40 per share and for a
total offering of at least twenty-five million dollars ($25,000,000).

      "Representing Party" has the meaning set forth in Section 4 of this
Agreement.

      "Securities Act" means the Securities Act of 1933, as amended, including
the rules and regulations of the Commission promulgated thereunder.

      "Shareholder" means each of TWS, Stanford and IWAV. "Shareholders" means
all of TWS, Stanford and IWAV.

      "Shares" means all shares of Common Stock and Preferred Stock held by
Shareholder and any of its Affiliates, and any and all shares of Common Stock
and Preferred Stock from time to time acquired by Shareholder and any of its
Affiliates.

      "Stock Purchase Agreement" shall have the meaning set forth in the
recitals.

      "Subsidiary" means, with respect to the Company, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time such stock of any class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by the Company and/or one or
more subsidiaries of the Company and (ii) any partnership, association, joint
venture or other entity (a) in which the Company and/or one or more subsidiaries
of the Company has more than a 50% equity interest at the time or (b) as to
which the Company and/or one or more of its subsidiaries


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has the power to direct or cause the direction of the management and policies of
such entity by contract or otherwise.

      "Transfer" (including with correlative meaning the term "Transferred")
means any transfer, sale, assignment, pledge, encumbrance or other disposition
of Shares or any portion of the ownership interest therein, irrespective of
whether any of the foregoing are effected voluntarily or involuntarily, by
operation of law or otherwise, or whether INTER VIVOS or upon death.

                                   ARTICLE 2

                               TRANSFER OF SHARES

      2.1 TRANSFER OF SHARES. No Transfer of Shares, or any interest therein,
shall be made by Shareholder unless the Shareholder shall comply with the
provisions of Section 5.1 hereof and then not unless (i) the Company, at its
option, shall have received a written opinion of counsel reasonably satisfactory
to the Company, addressed to the Company, to the effect that the proposed
Transfer of Shares, or an interest therein, may be effected without registration
under the Securities Act or under applicable state securities laws, (ii) the
Company shall have received such representation letters as it may reasonably
require, in form and substance reasonably satisfactory to the Company, to ensure
compliance with the provisions of the Securities Act and applicable state
securities laws and (iii) the Transferee shall have entered into this Agreement.
Notwithstanding the foregoing provisions of this Section 2.1, the restrictions
imposed by this Section 2.1 upon the transferability of any Shares shall
terminate when such Shares have been registered under the Securities Act and
sold by the holder thereof in accordance with such registration or Transferred
pursuant to Rule 144 under the Securities Act.

      Section 2.2 RESTRICTIVE LEGEND. Unless and until otherwise permitted by
Section 2.1, each certificate for Shares issued to Shareholder, or to any
subsequent permitted Transferee of such certificate, shall be stamped or
otherwise imprinted with a restrictive legend substantially in the form of the
following:

            "The securities represented by this Certificate have been acquired
            for investment and have not been registered pursuant to the
            Securities Act of 1933, as amended (the "Act"), or any applicable
            state statutes, and are subject to the provisions (including the
            restrictions on transfer) set forth in that certain Shareholders'
            Rights Agreement dated as of October 2, 2000, between Blue Sky
            Communications, Inc., Telecom Wireless Solutions, Inc., Stanford
            Financial Group Company and interWAVE Communications International,
            Ltd. (the "Shareholders' Rights Agreement"), a copy of which is on
            file with the Secretary of the Company. Such securities may not be
            sold, transferred, pledged,


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            hypothecated, or otherwise disposed of except in compliance with the
            Shareholders' Agreement and unless (i) a registration statement
            under the Act or applicable state securities laws shall have become
            effective with regard thereto, or (ii) an exemption from
            registration exists under the Act (or the regulations promulgated
            thereunder) and applicable state securities laws and such exemption
            is applicable thereto."

In connection with the termination of restrictions on transferability of Shares
provided for hereunder, the holder of a certificate representing such Shares as
to which such restrictions shall have terminated shall be entitled to receive
from the Company, without expense to such holder, one or more new certificates
for Shares not bearing the restrictive legend set forth in this Section 2.2.

      2.2 TRANSFER OF RIGHTS. Notwithstanding anything to the contrary, each
Shareholders shall be allowed to transfer its Shares to its Subsidiary and the
rights granted to Shareholder under this Agreement shall inure to the benefit of
any transferee of Shares transferred by Shareholder and the obligations of
Shareholder shall be assumed by any transferee of Shares transferred by
Shareholder; provided, however, that the transfer does not contravene the
provisions of this Agreement.

                                   ARTICLE 3
                         BOARD OF DIRECTORS; MANAGEMENT

      3.1 COMPOSITION OF BOARD OF DIRECTORS. For so long as IWAV holds at least
587,500 Shares, IWAV shall have the right to nominate any one (1) individual, in
its sole discretion, to be a member of the Board and the Board shall not have
more than seven members.

      3.2 REMOVAL. The director designated as aforesaid by IWAV and duly elected
to the Board shall be subject to removal only at the request of IWAV.

      3.3 ELECTION OF DIRECTORS. TWS and Stanford agree to vote all of their
Shares for election (or removal) of the nominee designated by IWAV as provided
in Sections 3.1 and 3.2 hereof and, in the event of a vacancy in the Board
created by the death, resignation or removal of such director, to vote all their
respective Shares for the election of a nominee to be designated by IWAV (unless
such vacancy has resulted from the termination of the power of IWAV to nominate
such director). Such replacement director shall hold office for the remainder of
the term of the director for whom he or she is designated to replace. The
Company shall take such action as shall be reasonably required in order to
facilitate the nomination, removal and election of such director as aforesaid.
Without limiting the foregoing, in the event that TWS and Stanford no longer
hold Shares which, together with those of IWAV, represent a majority of the
voting interests of the Company, the Company shall use its best efforts to cause
additional shareholders to execute a voting agreement requiring them to vote
their shares of the Company's voting


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capital stock for the IWAV nominee to the Board, so that the shares held by such
additional shareholders, together with those shares held by Shareholders,
represent a majority of the voting interests of the Company.

      3.4 MEETING. The Board shall meet at least quarterly.

                                   ARTICLE 4

             REPRESENTATIONS AND WARRANTIES OF TWS, THE COMPANY AND
                                   SHAREHOLDER

      Each of the TWS, Stanford, IWAV and the Company (each, a "Representing
Party") hereby represents and warrants to the other Representing Parties as
follows:

      4.1 ORGANIZATION, QUALIFICATION AND POWER. Each Representing Party is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, and has the requisite corporate power
and authority to own and hold its properties, and to carry on its business as
conducted or proposed to be conducted. Each Representing Party has requisite
corporate power and authority to execute, deliver and perform this Agreement.

      4.2 AUTHORIZATION OF AGREEMENT; NO CONFLICT. The execution, delivery and
performance by each Representing Party of this Agreement have been duly
authorized by all requisite corporate action of the Representing Party, if any,
and will not violate any provision of law, any order of any court or other
agency of government, any of such Representing Party's organizational documents,
or any provision of any indenture, agreement or instrument to which such
Representing Party or any of such Representing Party's properties or assets is
bound, or conflict, result in a breach of, or constitute (with due notice or
lapse of time or both) a default under any such indenture, agreement or other
instrument.

      4.3 VALIDITY. This Agreement has been duly executed and delivered by each
Representing Party and constitutes a legal, valid and binding obligation of such
Representing Party, enforceable against such Representing Party in accordance
with its terms, subject to the effect of bankruptcy, insolvency, moratorium, or
other similar laws affecting the enforcement of creditors' rights generally and
except as to the extent the availability of equitable remedies may be limited to
general principles of equity.


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                                   ARTICLE 5

                    TRANSFER, CO-SALE AND REGISTRATION RIGHTS

      5.1 RIGHTS OF TRANSFER.

            (a) If Shareholder determines to voluntarily Transfer all or any
      part of the Shares, Shareholder shall first give written notice (the
      "Sales Notice") of such intention to the Company addressed to the Chief
      Executive Officer or Chief Financial Officer. The Sales Notice shall
      include the name of the proposed Transferee, the proposed aggregate
      purchase price including cash value of any non-cash consideration, the
      terms of payment of such aggregate purchase price and all other matters
      relating to such proposed sale. The Sales Notice shall constitute a
      binding offer by the Shareholder to sell to the Company (or in the event
      that the Company shall not accept such offer, to the other shareholders of
      the Company) the Shares which are the subject of the Sales Notice at a
      price equal to the monetary price designated in the Sales Notice. Not
      later than fifteen days after receipt of the Sales Notice (the "Election
      Period"), the Company shall deliver written notice (the "Company Notice")
      to the Shareholder and the other Shareholders stating whether the Company
      has accepted the offer set forth in the Sales Notice. The Company may
      accept none, any or all of the offered Shares. The Company Notice shall
      fix a time, location and date for the closing of the purchase which date
      shall not be less than ten nor more than thirty days after the later of
      the receipt of any required regulatory approvals and delivery of the
      Company Notice.

            (b) If the Company fails to accept any or all of the offered Shares
      within the Election Period then all other Shareholders (the "Non-Selling
      Shareholders") shall have the right to purchase the portion of the Shares
      not purchased by the Company at a price equal to the price designated in
      the Sales Notice. Not later than twenty days after the earlier of (i) the
      date the Company gives notice of its intention not to purchase any or all
      of the offered Shares and (ii) the expiration of the Election Period, the
      Non-Selling Shareholders shall deliver to the selling Shareholder a
      written notice (the "Non-Selling Shareholders' Notice") stating whether
      the Non-Selling Shareholders intend to purchase any of the offered Shares
      not purchased by the Company and stating the maximum amount of the offered
      Shares such Non-Selling Shareholder would be willing to purchase under the
      terms of the Sales Notice. The Non-Selling Shareholders may accept none,
      any or all of the offer of the selling Shareholder.

            (c) If the Company has not agreed to purchase any of the offered
      Shares, and the Non-Selling Shareholders accept the offer of the Selling
      Shareholder, the Non-Selling Shareholders' Notice shall fix a time,
      location and date for the closing of the purchase, which date shall be not
      less than ten nor more than thirty days after the later of the receipt of
      any required regulatory approvals and delivery of the Non-Selling
      Shareholders'


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      Notice. If the Company has agreed to purchase a portion of the offered
      Shares, the closing shall take place at the time, location and date set
      forth in the Company Notice. Unless otherwise agreed between or among the
      Non-Selling Shareholders, the purchase by the Non-Selling Shareholders
      shall be on a pro rata basis relative to the percentage of the offered
      Shares such Non-Selling Shareholder has offered to buy, allocated
      according to their pro rata percentage ownership of the Company; provided
      that if one or more of the Non-Selling Shareholders elects not to purchase
      any of the offered Shares, the remaining Non-Selling Shareholders may
      purchase the offered Shares not purchased by the Company, without the
      consent of the Non-Selling Shareholders who elected not to participate,
      pro rata between or among them or in such other manner as they may agree.

            (d) Subject to Section 5.2 of this Agreement, if the Company or the
      Non-Selling Shareholders fail to purchase all of the offered Shares, then
      the Selling Shareholder shall be free to sell the unpurchased Shares to
      the Transferee designated in the Sales Notice at a price and on terms no
      less favorable than described in the Sales Notice; provided that such sale
      must be consummated within 180 days after the giving of the Sales Notice.
      As a condition precedent to the effectiveness of a Transfer pursuant to
      this Section 5.1, the Selling Shareholder and the proposed Transferee
      shall comply with the provisions of Section 2 and thereafter such
      Transferee shall be permitted to Transfer any Shares only in accordance
      with this Agreement.

      5.2 RIGHTS OF CO-SALE. If the Company and the Non-Selling Shareholders
have not elected to purchase all of the offered Shares pursuant to Section 5.1,
and any unpurchased Shares which the Selling Shareholder proposes to Transfer to
the Transferee pursuant to Section 5.1(d) are equal to at least ten percent
(10%) of such Selling Shareholders' Shares, then any Non-Selling Shareholder who
has not elected to purchase any of Selling Shareholders' Shares shall have the
right to participate in the proposed Transfer on a pro rata basis relative to
the percentage of the offered Shares such Transferee has offered to buy,
allocated according to the respective pro rata ownership of Shares owned prior
to the proposed Transfer of the Shareholders participating in the Transfer. Any
Non-Selling Shareholder who elects to participate in such Transfer must give
written notice (the "Co-Sale Notice") to the Selling Shareholder not later than
the earlier of 20 days after the earlier of (i) the date the Company gives
notice of its intention not to purchase any or all of the offered Shares and
(ii) the expiration of the Election Period. If the Selling Shareholder does not
receive a Co-Sale Notice from a Non-Selling Shareholder within such 20 day
period, the Selling Shareholder shall be free to consummate the proposed
Transfer described in the Sales Notice without any obligation to include such
Non-Selling Shareholders Shares in such Transfer. Any Non-Selling Shareholder
who elects to participate in the Transfer shall have the right to receive the
same price per share as the price set forth in the Sales Notice. The Selling
Shareholder and each participating Non-Selling Shareholder shall Transfer to the
Transferee all but not less than all of the Shares proposed to be sold by them
at not less than the price and upon other terms and conditions if any not more
favorable to the Transferee than those stated in the Sales Notice.


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      5.3 REGISTRATION RIGHTS. IWAV, TWS and Stanford shall have the
registration rights described in a Registration Rights Agreement entered into
between the Company and IWAV, TWS and Stanford dated October 2, 2000.

      5.4 PERMITTED SALES. Notwithstanding the foregoing, Article 5 shall not
apply to: (i) any sale by IWAV in order to remain below a 20% ownership and/or
voting interest in the Company; and (ii) any sales of Shares pursuant to
registration rights as described in the Registration Rights Agreement as
referenced in Section 5.3 above.

                                   ARTICLE 6

                             IWAV OWNERSHIP INTEREST

      6.1 MAINTENANCE OF OWNERSHIP INTEREST. The Company shall cooperate, and
TWS and Stanford shall cause the Company to cooperate, with IWAV in fulfilling
the terms of this Article 6 allowing IWAV to sell its Shares or purchase the
Company's capital stock in order for IWAV to remain below a 20% ownership and/or
voting interest (the "20% Threshold") and to maintain its 19% ownership
interest, on only an issued and outstanding basis ("Ownership Stake"), as
established by the Stock Purchase Agreement entered into between the Company and
IWAV and dated as of the date of this Agreement.

      6.2 CALL OPTION. If the Company issues any shares of Common Stock or
additional shares of Series A Preferred Stock, regardless whether sold, granted,
issued pursuant to an exercise of any options or warrants, issued pursuant to
the conversion of any note or other instrument, or issued through any other
means, IWAV shall have the right to purchase such shares of the Company's Common
Stock or Series A Preferred Stock, as IWAV shall choose in its sole discretion,
to maintain its Ownership Stake. The purchase price shall be the fair market
value of such shares.

                                   ARTICLE 7

                                  MISCELLANEOUS

      7.1 SURVIVAL. The representations, warranties, obligations, undertakings
and agreements contained in this Agreement shall survive the execution and
delivery of this Agreement, the issuance of and payment for any Preferred Stock
pursuant to the Stock Purchase Agreement and any disposition of Preferred Stock.

      7.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement embodies the entire
agreement of the parties hereto with respect to the subject matter hereof. Any
provision of this Agreement may be amended, waived or modified if, but only if,
such amendment, waiver or modification is


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in writing and is signed by the parties sought to be bound by such amendment,
waiver or modification.

      7.3 BINDING EFFECT; BENEFITS. This Agreement and all the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and permitted assigns.
Except as expressly provided herein, nothing in this Agreement is intended to
confer on any Persons, other than the parties hereto or their respective
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.

      7.4 RECAPITALIZATION, EXCHANGES, ETC. AFFECTING THE COMMON STOCK. All the
provisions of this Agreement shall apply, to the full extent set forth herein
with respect to the Shares and any and all securities of the Company or any
successor or assign of the Company (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for, or in
substitution of the Shares or by reason of any stock dividend, split, reverse
split, combination, recapitalization, reclassification, merger, consolidation or
otherwise.

      7.5 NOTICES, ETC. All notices, requests, consents, and other
communications hereunder shall be in writing and shall be deemed effectively
given and received when delivered in person or by national overnight courier
service or by certified or registered mail, return receipt requested, or by
telecopier, addressed as follows:

      (a)   if to the Company:

            Blue Sky Communications, Inc.
            100 North Point Center East
            Suite 300
            Alpharetta, Georgia 30022
            Attention: Mr. David D. Lasier, Chief Executive Officer
            Facsimile No.: (678) 366-9659

      with copies to:

            Blue Sky Communications, Inc.
            100 North Point Center East
            Suite 320
            Alpharetta, Georgia 30022
            Attention: Richard A. Cohen, Esq., General Counsel
            Facsimile No.: (678) 366-9662


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      (b)   if to TWS:

            Telecom Wireless Solutions, Inc.
            100 North Point Center East
            Ste. 320
            Alpharertta, GA  30022
            Attention:  David D. Lasier, Chairman and CEO
            Facsimile No.: (678) 366-9659

            with a copy to:

            Attention: Richard A. Cohen, Esq., General Counsel, at the same
                       address
            Facsimile No.: (678) 366-9662

      (c)   if to Stanford:

            Stanford Financial Group Company
            5100 Westheimer
            Houston, Texas 77056
            Attention: Mr. James M. Davis, Chief Financial Officer
            Facsimile No.: (713) 964-5142

            with copies to:

            Stanford Financial Group Company
            5100 Westheimer
            Houston, Texas 77056
            Attention: Mauricio Alvardo, Esq., General Counsel
            Facsimile No.: (713) 964-5142

                              and

            Greenberg Traurig
            1300 Connecticut Avenue, N.W.
            Suite 1000
            Washington, DC 20036
            Attention: Richard Rubin, Esq.
            Facsimile No.: (202) 261-0161


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      (c)   if to IWAV:

            Thomas W. Hubbs
            Executive Vice President and Chief Financial Officer
            312 Constitution Drive
            Menlo Park, CA 94025
            Facsimile No: (650)

            with copies to:

            Robin E. Foor
            Vice President and General Counsel
            312 Constitution Drive
            Menlo Park, CA 94025
            Facsimile No.: (650) 321-6381

or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.

      7.6 SEVERABILITY. The invalidity, illegality or unenforceability of one or
more of the provisions of this Agreement in any jurisdiction shall not affect
the validity, legality or enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

      7.7 HEADINGS. The headings of the sections of this Agreement are inserted
for convenience only and shall not constitute a part of this Agreement.

      7.8 FURTHER ASSURANCES. Each party hereto shall do and perform or cause to
be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments, and documents as
any other party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

      7.9 SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges and
agrees that in the event of any breach of this Agreement, the non-breaching
party would be irreparably harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto will waive the defense
in any action for specific performance that a remedy at law would be adequate
and that the parties hereto, in addition to any other remedy to which they may
be entitled at law or in equity, shall be entitled to compel specific
performance of this Agreement in


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any action instituted in any court of the United States or any state thereof
having subject matter jurisdiction of such action.

      7.10 RIGHTS CUMULATIVE; WAIVER. The rights and remedies of the parties
under his Agreement shall be cumulative and not exclusive of any rights or
remedies which any party hereto would otherwise have hereunder or at law or in
equity or by statute, and no failure or delay by any such party in exercising
any right or remedy shall impair any such right or remedy or operate as a waiver
of such right or remedy, nor shall any single or partial exercise of any power
or right preclude such party's other or further exercise or the exercise of any
other power or right. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
preceding or succeeding breach and no failure by any party hereto to exercise
any right or privilege hereunder shall be deemed a waiver of such party's rights
or privileges hereunder or shall be deemed a waiver of such party's rights to
exercise the same at any subsequent time or times hereunder.

      7.11 TERMINATION. This Agreement shall terminate upon the earliest to
occur of any one of the following events:

            (a) the liquidation, dissolution or indefinite cessation of the
business operations of the Company,

            (b) the execution by the Company of a general assignment for the
benefit of creditors or the appointment of a receiver or trustee to take
possession of the property and assets of the Company,

            (c) immediately prior to any Corporate Transaction,

            (d) immediately prior to the consummation of a Qualified IPO, or

            (e) the written mutual agreement of the parties hereto.

      7.12 MISCELLANEOUS; CONSTRUCTION. The use of the singular or plural or
masculine, feminine or neuter gender shall not be given an exclusionary meaning
and, where applicable, shall be intended to include the appropriate number or
gender, as the case may be.

      7.13 NO IMPAIRMENT. Nothing in this Agreement shall impair or otherwise
adversely affect the rights accorded TWS and Stanford in that Shareholders
Rights Agreement dated as of March 15, 2000 between the Company, Stanford and
TWS.

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

      7.15 GOVERNING LAW; ARBITRATION; VENUE; EQUITABLE RELIEF.


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      (a) GOVERNING LAW. This Agreement will be governed by and construed and
      enforced in accordance with the laws of the State of Georgia, without
      regard to principles of conflicts of laws. All disputes, claims, and
      controversies concerning the interpretation or enforcement of this
      Agreement, or any other matter arising out of or relating to this
      Agreement, will be arbitrated pursuant to the provisions of this Section
      7.14.

      (b) INITIATION OF ARBITRATION PROCEEDING. Any party to this Agreement may
      initiate an arbitration proceeding by making a written demand for
      arbitration and serving a notice of said demand upon the adverse party in
      the manner provided in this Agreement, and upon the San Francisco regional
      office of J A M S ("JAMS"). A written response to the demand must be
      served upon the initiating party and JAMS within ten (10) days of the
      adverse party's receipt of the demand.

      (c) SELECTION OF ARBITRATOR. The arbitration will be conducted by a single
      arbitrator who is a retired judge associated with the San Francisco
      regional office of JAMS. The arbitrator will be selected in accordance
      with the JAMS Rules of Practice & Procedure for Arbitration then in effect
      (the "JAMS Rules") within fourteen (14) days of the service of the written
      demand for arbitration. If the parties cannot so agree upon the selection
      of the arbitrator within the fourteen (14) day period, then the
      arbitration will be conducted by a single arbitrator who will be a retired
      judge associated with the San Francisco regional office of JAMS, and who
      will be selected by JAMS within five (5) days of the service of a written
      request that JAMS select the arbitrator.

      (d) VENUE. Any arbitration proceeding instituted under the provisions of
      this Agreement will be conducted in San Francisco through the San
      Francisco regional office of JAMS.

      (e) ARBITRATION HEARING AND AWARD. The arbitration hearing will be
      conducted within thirty (30) days of the appointment of the arbitrator.
      The arbitration will be conducted in accordance with the JAMS Rules. The
      arbitrator's award will be conclusive and binding on the parties. The
      arbitrator's award will provide, among other things, that the prevailing
      party in the arbitration is entitled to recover from the adverse party its
      costs and expenses incurred in connection therewith including, without
      limitation, attorneys' fees as determined by the arbitrator, the costs of
      the arbitration, and actual out-of-pocket expenses including, without
      limitation, expert witness and consultants' fees. Judgment upon the
      arbitrator's award may be entered in any court of competent jurisdiction.

      (f) EQUITABLE RELIEF. The Arbitrator has the authority to grant the
      parties equitable relief on such terms and conditions as it deems
      reasonably necessary or appropriate.

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      IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.

                                         TELECOM WIRELESS SOLUTIONS, INC.

                                         By:____________________________________
                                               David Lasier
                                               Chief Executive Officer


                                         BLUE SKY COMMUNICATIONS, INC.

                                         By:____________________________________
                                               David Lasier
                                               Chief Executive Officer


                                         STANFORD FINANCIAL GROUP COMPANY

                                         By:____________________________________
                                               James M. Davis
                                               Chief Financial Officer


                                         interWAVE COMMUNICATIONS
                                               INTERNATIONAL, LTD.

                                         By:____________________________________
                                               Priscilla Lu
                                               Chief Executive Officer


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