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                                                                   EXHIBIT  10.1

DESCRIPTION OF THE OMNITEL AGREEMENT

     In May 1990, each of the co-venturers purchased shares of Omnitel stock in
consideration for the payment to Omnitel of a deposit of 30 percent of their
respective initial capitalization obligations.  Under the terms of the Omnitel
Agreement, if the chairman of Omnitel's board of directors determines that funds
in addition to the initial 30 percent deposit are required, he may, with no
further action on the part of the coventurers, direct that notice of a capital
call (a "Call") be sent to each co-venturer requiring that such co-venturer
contribute the additional cash capital contribution specified therein up to such
co-venturer's respective initial capitalization obligation.  Any capital call
(an "Overcall") relating to amounts in excess of the initial capitalization
obligation must be unanimously agreed to by the Omnitel board of directors.
Unless a co-venturer otherwise consents, its financial liability with respect to
a Call or an Overcall or any other commitment to provide funds to Omnitel shall
be limited to its pro rata ownership interest therein.

     Management of Omnitel.  The Omnitel board of directors consists of nine
members, with one member designated by each of Bell Atlantic, International,
SLHE and Swedish Telecom and five members initially designated by Olivetti with
Olivetti designating the chairman of the board of directors with the consent of
all the other board members.

     Certain Transfers of Omnitel Stock.  Under the Omnitel Agreement, a co-
venturer may, without the consent of the other co-venturers, transfer its
Omnitel stock to its affiliates, other co-venturers or the affiliates of other
co-venturers.  A co-venturer may not, however, sell, assign, transfer, pledge,
encumber or otherwise dispose of any of its Omnitel stock to a party who is not
an affiliate, a co-venturer or an affiliate of a co-venturer without prior
written consent of all the other co-venturers.  All transfers of Omnitel stock
other than to affiliates, other co-venturers or affiliates of other co-venturers
are subject to a right of first refusal by the other co-venturers.  If more than
one co-venturer exercises the right of first refusal, each of the co-venturers
may purchase a pro rata portion of such Omnitel stock (based upon the total
number of shares owned by all co-venturers exercising the right of first
refusal).  Such rights of first refusal may be exercised at the price indicated
by the transferring co-venturer in a notice that must be sent by the
transferring co-venturer to the remaining co-venturers prior to effecting a
transfer that gives rise to a right of first refusal.  For the first three years
of the Omnitel Agreement, a co-venturer exercising its right of first refusal
may object to such price, in which case the price shall be determined by
arbitration in accordance with the terms of the Omnitel Agreement.

     Change in Control of a Co-Venturer; Rights of First Refusal.  If more than
50 percent of the shares of voting securities of a co-venturer (the "Selling Co-
Venturer") are transferred to a third party (or parties) that is not an
affiliate (a "Change in Control"), each co-venturer (a "Buying Co-Venturer")
shall have the non-assignable right to purchase all or a pro rata portion (based
upon the total number of shares owned by co-venturers exercising such right to
purchase) of the Selling Co-Venturer's shares of Omnitel stock at a price
indicated by the Selling Co-Venturer.  In the event a Buying Co-Venturer objects
to the price so indicated, it shall be settled by arbitration in accordance with
the terms of the Omnitel Agreement.  The acquisition 
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of control of any parent company of a co-venturer which owns or operates
substantial other businesses or entities in addition to the Venture is not
deemed to constitute a Change in Control under the Omnitel Agreement.

     Required Sale upon Default in Required Capital Contribution.  The Omnitel
Agreement provides that if a co-venturer willfully fails to make required
capital contributions, the other co-venturers shall have the non-assignable
option to purchase such co-venturer's Omnitel stock for a cash price equal to
the paid-in-capital represented by such stock.

     Additional Required Sales.  Pursuant to the Omnitel Agreement, the
following may also give rise to the granting of a non-assignable option to
purchase a co-venturer's Omnitel stock: (i) the failure by a co-venturer to
perform in any material respect any material obligation under the Omnitel
Agreement; (ii) the filing of a Petition for bankruptcy or reorganization by or
against a co-venturer or a co-venturer admitting in writing that it is unable to
pay its debts as they come due; or (iii) a knowing and willful violation or
breach by a co-venturer of any of the covenants or other requirements in the
Omnitel Agreement.

     Covenant not to Compete.  The co-venturers have agreed that, at all times
during which they own Omnitel stock and for two years following the disposition
thereof, they will not engage in the business of building, owning or operating a
cellular mobile telephone network or providing mobile telecommunications
services (a "Competing Business") in Italy without the consent of Olivetti and
at least all but one of the other co-venturers, which consent is not to be
unreasonably withheld; provided, however, that a co-venturer may own less than
10 percent of a Competing Business if the co-venturer is not represented on the
board and has no active role in the management of the Competing Business.  The
Omnitel Agreement provides that each of the co-venturers and their affiliates
may, however, engage in or possess an interest in any other business in Italy or
any Competing Business outside of Italy.