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                                                                  EXHIBIT 10.7

                                  ATTACHMENT 4

                               SERVICES AGREEMENT

                          BLUE SKY COMMUNICATIONS, INC.

                         INTERWAVE COMMUNICATIONS, INC.


InterWAVE Confidential

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                               SERVICES AGREEMENT

                            DATED SEPTEMBER 27, 2000

BETWEEN:

(1)      Blue Sky Communications, Inc., 100 North Point Center East, Suite 300,
         Alpharetta, Georgia 30022 (the "Purchaser"); and

(2)      interWAVE Communications, Inc. of 312 Constitution Drive, Menlo Park,
         CA 94025 (the "Seller").


WHEREAS:

A.       By a Master GSM Products Supply Agreement between the Purchaser and the
         Seller of even date herewith, the Seller agreed to sell certain
         products to Purchaser, and to install, integrate, commission and test
         such products ("the Contract").

B.       The Seller agrees to perform the services (the "Services") set forth in
         this Agreement, described in the attached Scope of Service Work and
         Installation Services ("Appendix 1") incorporated by this reference
         herein, on the terms set out herein.

1.       DEFINITIONS

         Capitalized terms shall, except as expressly provided to the contrary
         herein, bear the same meanings herein as they bear under the Contract.

2.       SCOPE

         The Seller agrees to provide Services, on the terms and conditions
         herein contained, according to the attached Scope of Services.

3.       TERM

         This Agreement shall commence on the date hereof and shall remain in
         full force and effect until December 31, 2003.


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4.       FEES AND PAYMENTS

4.1      Fees for Services are listed on Appendix 2, which is incorporated by
         this reference herein. Services shall be provided in consideration of
         the payments to be made by Purchaser to the Seller under this Agreement
         and under the Contract.

4.2      FEES AND PAYMENTS

         (a)      Fees for the Services, except for Post-Warranty Support, and
                  for Software I & C Engineering Services, and for Documentation
                  for Software Releases, shall be invoiced by the Seller upon
                  shipment of the Products for which Services are ordered.

         (b)      Each payment shall be paid, in U.S. dollars, following receipt
                  by the Purchaser of a duly executed invoice, correctly
                  submitted by the Seller as to the total invoice for the value
                  of the Services for the Products delivered, on the later of :

                  (i)      sixty days after delivery of the first delivery of
                           Products for which the Services are ordered, or,

                  (ii)     when a certificate is issued certifying that the
                           Products and Services invoiced have passed product
                           compliance testing ("Compliance Certificate") ;

         (c)      For Post Warranty Support, if ordered by Purchaser, shall be
         invoiced and paid quarterly in advance, commencing one year after
         issuance of the Compliance Certificate regarding Products to which such
         certificate relates.

         (d)      Any of the Services quoted as Training in Attachment 1 to
         the Contract shall be invoiced ten percent (10%) on placement of the
         order, and paid ninety percent (90%) on completion of the Training,
         paid net thirty (30) days.

4.3      THE PURCHASER'S RESPONSIBILITIES

         The Purchaser shall:

         (a)      Provide qualified technical personnel capable of performing
                  the tasks described for the Purchaser's personnel in Appendix
                  1.

         (b)      Perform the tasks defined under the Purchaser's Scope of
                  Responsibilities in Appendix 1.

4.4      SELLER PROVIDED SERVICE


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         The Seller shall:

        (a)       Provide experienced, duly qualified technical personnel to
                  perform the Services described for the Seller's personnel in
                  Appendix 1.

        (b)       Perform the tasks defined under the Seller's Scope of
                  Responsibilities in Appendix 1.

        (c)       Perform the Inspection and Compliance Tests that are the
                  Seller's responsibility set forth in the Contract, Section 4.

        (d)       Perform each task that is the Seller's responsibility under
                  the Contract and, the Software License attached thereto,
                  including without limitation warranty obligations and
                  non-warranty repair obligations.

        (e)       The Seller shall provide all labor and parts which are
                  necessary for providing the services required hereunder and
                  shall invoice the Purchaser as provided in the Prices under
                  this Agreement.

        (f)       The Seller shall keep accurate, updated, "as installed"
                  documentation for all system hardware and make such
                  documentation available to the Purchaser on request.

        (g)       The Seller shall procure and maintain for itself and its
                  employees all insurance coverage required by applicable law,
                  including worker's compensation insurance. Seller shall also
                  maintain the following insurance:

                  (i)    Commercial general liability insurance, including
                         broad form contractual liability, broad form
                         property damage, personal injury, products, completed
                         operations and contractor's protective liability
                         coverages in an amount not less than five million
                         dollars ($5,000,000) combined single limit for bodily
                         injury and property damages;

                  (ii)   Automobile liability insurance covering all owned,
                         non-owned and hired vehicles operated by the Seller in
                         the performance of Services with a coverage limit of
                         not less than one million dollars ($1,000,000); and,

                  (iii)  Professional errors and omissions insurance with
                         coverage in an amount not less than one million
                         dollars ($1,000,000), unless otherwise mutually agreed
                         in writing by the Parties.

                  (iv)   Purchaser shall be named as additional insured on all
                         such policies and Seller shall provide to Purchaser
                         certificates of insurance (with


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                         respect to such policies) evidencing such policies
                         and coverage. All such policies shall provide that
                         Purchaser shall be given at least 30 days' prior
                         notice of cancellation or termination. In the event
                         of such cancellation or termination, Purchaser may
                         pay for and provide insurance required for Seller
                         hereunder, and bill Seller for the cost thereof.

        (h)       The Seller shall prepare and give to the Purchaser a list of
                  all service personnel who may perform work under this
                  Agreement, who shall be subject to the approval of the
                  Purchaser (not to be unreasonably withheld) for the purpose of
                  granting such personnel access to the Site to perform
                  Services. Seller shall, at Purchaser's reasonable request,
                  remove any such personnel for cause, from a Site or Purchaser
                  facility, and replace such personnel.

        (i)       Where any service is undertaken by remote access by the
                  Seller, the Seller shall follow such procedures as the
                  Purchaser shall consider appropriate including without
                  prejudice to the generality of the foregoing, the
                  registration with the Purchaser of all persons requiring
                  access together with their identification numbers for log
                  in purpose. The Purchaser shall advise the Seller of the
                  password to be used for such purposes and access shall be
                  by confidential password. The Seller shall be wholly
                  responsible for and bear the risk of all access using such
                  procedure and the Purchaser shall be under no obligation to
                  make further inquiry as to the authority of the person
                  accessing the system. The Seller shall be responsible for
                  maintaining the security of the System and ensure that
                  access is protected by such secured ID system permitting
                  access only to the Seller's authorized personnel.

        (j)       The Seller shall provide adequate technical training and
                  technology transfer of the System to the Purchaser, with
                  training provided on Seller's price list for training courses.

        (k)       Seller's employees and/or subcontractors shall comply with all
                  Purchaser safety rules and regulations, job work rules,
                  security regulations, emergency plans and procedures, as
                  applicable.

         (l)      Throughout the term of this Agreement, other contractors and
                  persons (including personnel of Purchaser) may be required to
                  render services in or install equipment or software in the
                  System. Purchaser reserves the right to permit and put such
                  other contractors and persons to work and to afford them
                  access to the System at such times and under such conditions
                  as do not unreasonably interfere with Seller. Seller shall
                  make commercially reasonable efforts to so conduct and
                  coordinate its aspects of the work so as to minimize
                  interference with such other work. In addition, Seller shall
                  also make commercially reasonable efforts to cooperate with
                  Purchaser in providing such information and assistance as


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                  requested by Purchaser or such other contractors or persons
                  for such coordination in a timely manner. Such contractors and
                  other persons shall be required by Purchaser to sign
                  non-disclosure agreements of the form of Attachment 6 of the
                  Contract prior to Seller or Purchaser disclosing Seller's
                  confidential or proprietary information to such persons.

        (m)       Upon Purchaser's order, after termination of the warranty
                  period regarding any Products, Equipment or Software Seller
                  shall provide the following Services ("Post Warranty
                  Support") regarding such for the prices listed in Appendix 2
                  to this agreement:

                  (i)      LEVEL 1 SUPPORT: General Maintenance Services.
                           Maintain the Products and Equipment and Software in
                           good working order and remedy any failure of them to
                           perform in accordance with the specifications
                           therefor or with the warranties set forth in the
                           Contract. Such General Maintenance Services shall
                           include, and Seller shall perform, (i) telephone
                           support, (ii) certain Equipment installation
                           services, (iii) remedial maintenance if Product,
                           Equipment or Software are inoperable or otherwise
                           fail to meet the specifications therefor or the
                           warranties therefore, which is necessary to return
                           the Products and Equipment to these standards
                           ("Remedial Maintenance"), (iv) preventive maintenance
                           to keep Products in good operating condition
                           ("Preventive Maintenance"), and (v) certain
                           additional services.

                  (ii)     LEVEL 2 SUPPORT: Telephone Support. Seller shall
                           provide Purchaser a toll-free number for
                           "telephone support" to respond to problems in the
                           installation, use and maintenance of the Products,
                           Equipment and Software and to provide assistance
                           with regard to such problems. "Telephone support"
                           means Seller's provision of operating
                           instructions, technical advice, and
                           troubleshooting regarding the Products, Equipment
                           and Software and reasonable assistance in helping
                           Purchaser install and operate the updates and
                           enhancements provided. Telephone support shall be
                           available 24 hours per day, 7 days per week.

                  (iii)    EQUIPMENT INSTALLATION SERVICES. Installation,
                           integration, commissioning, and testing of Products
                           as provided in Appendix 1.

                  (iv)     REMEDIAL MAINTENANCE. Seller shall provide remedial
                           maintenance regarding defective or non-functioning
                           Equipment, Products and Software to the same extent,
                           and within the same timeframes, as it provides under
                           its warranty obligations in the Contract and, with
                           respect to Software, the Software License.

                  (v)      PREVENTIVE MAINTENANCE. In addition to the
                           foregoing, Seller shall


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                           provide Preventive Maintenance services for the
                           Equipment on a semi-annual basis. Such maintenance
                           will be performed outside of Purchaser's peak
                           business hours. Preventive Maintenance is a
                           routine check-up and includes the installation of
                           any engineering changes, modifications or
                           improvements made to the Equipment to meet safety
                           requirements or maintain performance to
                           specifications, and testing of any necessary
                           adjustments.

        (n)       ADDITIONAL SERVICES. Purchaser may request and Seller may
                  provide, additional services related to the Equipment,
                  Products and Software (the "Additional Services") at
                  Seller's then current time and materials charges as may be
                  mutually agreed between Purchaser and Seller. Software
                  enhancements, features or applications are not Additional
                  Services under this paragraph and may only be requested
                  under a separate mutually agreed written agreement at
                  Seller's then prevailing prices or non-recurring
                  engineering charges.

         (o)      PURCHASER ORDER AND AVAILABILITY. Purchaser may order Post
                  Warranty Support on not less than an annual basis. Seller
                  shall make Post Warranty Support available to Purchaser for a
                  period of eight (8) years following the date of this
                  Agreement, or five (5) years following the date of the last
                  Product compliance of Equipment delivered under the Contract,
                  whichever is shorter; provided that Seller shall make Software
                  Post Warranty Support available to Purchase for a period of
                  ten (10) years following date of last Product Compliance for
                  such Software, on the condition that Purchaser upgrade its
                  software to Seller's new release no less often than once every
                  two years.

         (p)      TRAINING. Seller shall, at Purchaser's request, provide
                  training to Purchaser in the installation, integration,
                  commissioning, testing, maintenance and operation of the
                  Products. Such training will be at such time and places as
                  mutually agreed. Such training will be at Seller's then
                  current prices, which shall be invoiced to Purchaser.

4.5      SOFTWARE UPGRADES, ENHANCEMENTS, FIXES

         During the term hereof, Seller shall provide Purchaser with any patches
         (including revisions required to address regulatory changes implemented
         by Federal, state or local governmental entities, including without
         limitation, the FCC), and bug fixes of defects to the software for the
         Products of which it learns from any source. For all such patches and
         fixes, Seller shall promptly provide Purchaser with corrected copies of
         same, without additional charge. For upgrades and enhancements, Seller
         shall supply such to Purchaser with the next upgrade or revision to
         such software, which shall be provided yearly at a minimum, at Seller's
         then prevailing prices for such upgrades, enhancements, revisions and
         new releases. Seller will provide complete Documentation conforming to
         the requirements set forth in the Contract for all such upgrades,
         enhancements and fixes. Seller does not provide new features except by
         mutual separate written agreement with Purchaser,


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         specifying Seller's prices for such features, or as part of Seller's
         new releases of Software.

4.6.     WARRANTIES OF EQUIPMENT AND SOFTWARE

         Without limiting the provision of the Contract or the above provisions,
         The Seller shall replace, make good or rectify any Equipment or
         Software which does not comply with the Warranties set out in Clause 6
         of the Contract.

5.       WARRANTIES AND CONDITION OF SERVICE

5.1      Without limiting the warranties and undertakings provided in The
         Contract, The Seller warrants that all Services performed hereunder
         will be performed in a professional and workmanlike manner by personnel
         duly qualified.

5.2      The Seller's obligation to provide service hereunder shall not extend
         to faults caused by:

         (a)      accident caused by the Purchaser or the negligence of the
                  Purchaser;

         (b)      failure of the Purchaser to use the System in accordance with
                  reasonable requirements of the Seller as set out in the
                  Documentation;

         (c)      failure or defect of the Purchaser's electrical power,
                  external electrical circuitry, air conditioning or humidity
                  control resulting in operating conditions not being in
                  accordance with the Specifications;

         (d)      any party other than the Seller, or a customer service
                  representative authorized by the Seller, modifying, adjusting
                  repairing, servicing or installing the System.

         During an Emergency, the repair of Equipment of any specific work must
         be performed by qualified Purchaser staff who have undertaken the
         training organized by the Seller. The Purchaser shall inform the Seller
         of the details of fault and repair in writing, within 24 hours after
         emergency repair and any work so performed by the Purchaser staff shall
         not invalidate any Warranties provided reasonable care is taken during
         such repair.

6.       DEFAULT

6.1      If a party becomes insolvent or enters into any liquidation or
         insolvency proceedings, has a receiver, manager, administrator, trustee
         or similar officer appointed or has a resolution passed or an order
         made against it for winding up or if


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         a winding-up petition is issued or if any composition or arrangement
         with its creditors is made, or if it is unable to pay its debts or
         has any execution or attachment levied in respect of any of its
         assets which is not discharged within 30 working days, the other
         party shall be entitled forthwith to terminate this Agreement
         without notice or compensation, except for payment of the amounts
         due under this Agreement.

6.2      Either party may terminate this Agreement upon the other's material
         breach, which has not been cured within ninety (90) days of the
         breaching party's receipt of written notice of such breach, which
         notice must describe such breach in reasonable detail.

6.3      Notwithstanding anything herein provided, any termination of this
         Agreement shall not affect any accrued rights or liabilities of any
         party existing or accruing prior to such termination.

7.       COVENANT NOT TO EMPLOY

         The Purchaser and the Seller agree that during the term of this
         Agreement and for a period of six (6) months thereafter, neither shall
         directly solicit for the purpose of employment in relation to
         performance of maintenance of the System any employee of the other
         involved in the performance of System maintenance. If at any time this
         provision is found to be overly broad under the laws of an applicable
         jurisdiction, then this provision shall deemed to be deleted from this
         Agreement and both parties shall negotiate in good faith in order to
         agree the terms of a mutually satisfactory provision to be substituted
         for this provision found to be void or unenforceable.

8.       INDEMNITY.

         Seller shall indemnify each of Purchaser, its officers, directors,
         employees, contractors, agents and representatives, against any loss,
         cost, damage, claim, expense or liability, including but not limited to
         liability as a result of injury to or death of any person or damage to
         or loss or destruction of any property, arising out of, as a result of,
         or in connection with the performance of this Agreement and directly or
         indirectly caused by the acts or omissions of Seller or a contractor or
         agent of Seller or an employee of any one of them, except that Seller
         shall not be obligated to indemnify any of the foregoing for any such
         loss, cost, damage, claim, expense or liability caused directly or
         indirectly by the acts or omissions of Purchaser or a contractor or
         agent of Purchaser or an employee of any one of them. In the foregoing
         sentence, the words "any person" include, but are not limited to, a
         contractor or agent of Purchaser or Seller and an employee of
         Purchaser, Seller or any such contractor or agent; and the words "any
         property" shall include, but not be limited to, property of the
         Purchaser, Seller or any such contractor or agent, or an


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         employee of any one of them. Upon Purchaser's request, Seller shall,
         at no cost or expense to Purchaser, defend or settle any suit or
         other legal action asserting a claim for any loss, damage or
         liability specified above, and Seller shall pay any costs (including
         but not limited to attorneys' fees) that may be incurred by
         Purchaser in connection with any such claim or suit or enforcing the
         indemnity granted above, except that Seller's obligation to
         indemnify, defend or settle shall be conditioned on: (i) Purchaser
         promptly notifying Seller in writing within thirty (30) days of
         Purchaser's receipt of written notice of such claim, (ii) Purchaser
         providing Seller with control of the defense and of all related
         negotiations, including settlement negotiations, and (iii) Purchaser
         providing Seller with reasonable assistance, information and
         authority necessary to perform the above obligations. Seller shall
         have no liability for any settlement made without its express
         written consent. The foregoing indemnity is limited by the
         limitations in the Contract, Section 32, page 28.

9.       ENTIRE AGREEMENT

9.1      This Agreement and the Contract and its attached schedules and
         appendices constitute the entire understanding between the parties
         concerning the subject matter hereof and supersedes all prior
         discussions, agreements and representations, whether oral or written
         and whether or not executed by the Seller and the Purchaser. No
         modification, amendment or other change may be made to this Agreement
         or any part thereof unless reduced to writing and executed by
         authorized representative of both parties.

9.2      Subject to Clause 9.3, the terms and conditions of this Agreement shall
         prevail notwithstanding any variance with the terms and conditions of
         any order submitted by the Purchaser following execution hereof. In no
         event shall the preprinted terms and conditions found on any customer
         purchaser order, acknowledgement or other form be considered an
         amendment or modification of this Agreement even if such documents are
         signed by representatives of both parties; such preprinted terms and
         conditions shall be null and void and of no force and effect.

9.3      In the event of any inconsistency between this Agreement and the
         Contract, The Contract shall prevail to the extent of the
         inconsistency.

10.      APPLICABLE LAW

10.1     This Agreement shall be interpreted, construed and governed by the laws
         of the State of California and the parties hereto submit to the
         non-exclusive jurisdiction of the state and federal courts in Santa
         Clara County, California.

11.      ARBITRATION, NOTICE, ASSIGNMENT, CUMULATIVE REMEDIES


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11.1     The arbitration provisions of the Contract, Section 23, govern any
         dispute between the parties; the notice provisions of the Contract,
         Section 27, govern notice; the Assignment provisions of the Contract,
         Section 35, govern assignment; and the cumulative remedies provisions
         of the Contract, Section 38, govern remedies, under this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed on the day and year first
above written.

BLUE SKY COMMUNICATIONS, INC.             INTERWAVE COMMUNICATIONS, INC.

By: /s/ David Lasier                      By: /s/ Priscilla Lu
   ----------------------------------         --------------------------------

Name:         David Lasier                Name:       Priscilla Lu
     --------------------------------          -------------------------------

Title:    Chief Executive Officer         Title:   Chief Executive Officer
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Date:     September 27, 2000              Date:     September 27, 2000
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