Exhibit 10.3


                          INSTALLMENT PAYMENT PLAN NOTE
((Broadband Personal Communications Service, C Block): Auction Event No. 5)


US $11,878,574.40
Washington, D.C.                                                  March 28, 1997
License No.: PBB240C


         FOR VALUE RECEIVED, the undersigned, D & E Investments, Inc., a Nevada
Corporation ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS COMMISSION, an independent regulatory agency of the United States
("Payee" or "Commission"), the principal sum of $11,878,574.40 DOLLARS
("Principal Amount"), together with accrued interest, computed at the annual
rate of seven percent (7.00%) per annum ("Annual Rate") on the unpaid Principal
Amount hereof, from the date of this Note until the date the entire Principal
Amount has been paid in full.

        Interest and principal shall be payable as set forth below and in
accordance with Schedule A attached hereto and made a part hereof:

        Commencing March 31, 1997, Maker shall pay interest only at the Annual
Rate, in equal consecutive quarterly installments of $207,875.05, due on the
last day of the month and every ninety (90) days thereafter from March 31, 1997
through September 30, 2002.

        Commencing December 31, 2002, Maker shall pay principal and in equal
quarterly installments of $857,628.04, due on the last day of each month ninety
(90) days hence through and including September 30, 2006.

        The entire Principal Amount, together with accrued and unpaid interest
thereon, and all remaining obligations of Maker hereunder, shall be due and
payable on September 17, 2006 ("Maturity Date").

        All interest shall be computed on the basis of a 360-day year for actual
days elapsed.


<PAGE>

        All payments to be made hereunder, of principal, interest, costs,
expenses, or other sums due hereunder, shall be made to the holder of this Note
in lawful money of the United States of America, which at the time of payment
shall be legal tender for the payment of public and private debts, free and
clear and without reduction by reason of any present or future income, stamp or
other taxes, levies, imposts, deductions, charges, compulsory loans or
witbholdings whatsoever, including interest thereon or penalties with respect
thereto, if any imposed, assessed, levied or collected by any political
subdivision or taxing authority thereof or therein, on or in respect of this
Note or the obligations it evidences. All payments shall be made during normal
business hours at the Commission's designated lockbox location as set forth from
time to time in the Commission's then-applicable orders and regulations and/or
public notices.

        This Note is secured by, and entitled to the benefits of, a Security
Agreement (the "Security Agreement") of even date between Maker and Payee. All
the terms, covenants, conditions and agreements contained in the Security
Agreement are hereby incorporated herein and made part of this Note to the same
extent and as if fully set forth herein. It is expressly understood by Maker
that all of the terms of the Security Agreement apply to this Note, and that
reference in the Security Agreement to "this Agreement" includes both the
Security Agreement and this Note.

        IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR
PERFORMANCE OF ALL TERMS AND CONDITIONS UNDER THIS NOTE AND THE
SECURITY AGREEMENT.

         A default under this Note ("Event of Default") shall occur upon any or
all of the following:

        a. non-payment by Maker of any Principal or Interest on the due date as
specified hereinabove if the, Maker remains delinquent for more than 90 days and

                  (1)  Maker has not submitted a request, in writing, for a
                       grace Period or extension of payments, if any such grace
                       period or extension of payments is provided for in the
                       then-applicable orders and regulations of the Commission;
                       or

                   (2) Maker has submitted a request, in writing, for a grace
                       period or extension of payments, if any such grace period
                       or extension of payments is provided for in the
                       then-applicable orders and regulations of the Commission,
                       and following the


                                     Page 2


<PAGE>

                     expiration of the grant of such grace period or extension
                     or upon denial of such a request for a grace period or
                     extension, Maker has not resumed payments of Interest and
                     Principal in accordance with the terms of this Note;

         or;

        b. Failure by Maker to comply with any other condition for holding the
above referenced License (as defined in the Security Agreement) as set forth in
the License or in the Communications Act of 1934, as amended, or the
then-applicable orders and regulations of the Commission; or

        c. violation by Maker of any other covenant or term of this Note or the
Security Agreement.

Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and default payment as specified in the then-applicable orders and
regulations of the Commission, as amended, and Maker acknowledges that it is
liable and herein expressly promises to pay on demand such additional costs,
expenses, late charges, administrative charges, attorneys fees, and default
payment. Upon a default under this Note, the unpaid Principal Amount, plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and default payment as specified in the then-applicable orders and
regulations of the Commission, as amended, shall become immediately due and
payable. The Maker hereby acknowledges that the Commission has issued Maker the
above referenced License pursuant to the Communications Act of 1934, as amended,
that is conditioned upon full and timely payment of financial obligations under
the Commission's installment payment plan as set forth in the then-applicable
orders and regulations of the Commission, as amended, and that the sanctions and
enforcement authority of the Commission shall remain applicable in the event of
a failure to comply with the terms and conditions of the License, regardless of
the enforceability of this Note or the Security Agreement.

        No delay or omission on the part of Payee in exercising any right under
this Note, the Security Agreement, or any other instrument securing this Note,
shall operate as a waiver of such right or of any other right of Payee, nor
shall any waiver by Payee of any such right or rights on any one occasion be
deemed a bar to or waiver of the same right or rights on any future occasion.


                                     Page 3


<PAGE>


         Maker is liable for all costs of collection or enforcement of the
Payee's rights under this Note or under the Security Agreement or under any
other instrument now or hereafter executed by Maker in favor of Payee which in
any manner evidences or constitutes additional security for this Note, including
reasonable attorneys' fees, whether suit is brought or not, and all such costs
shall be paid by the Maker on demand, and whether or not such collection or
enforcement occurs in any bankruptcy, reorganization, receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the other loan documents.

         Maker, all endorsers and guarantors hereof and any other party who may
become liable for all of any part of the obligation evidenced hereby, waive
presentment for payment, notice or dishonor, protest, notice of nonpayment and
any and all lack of diligence or delays in collection or enforcement of this
Note.

         Maker may prepay all or any part of the Principal Amount without
premium or penalty upon ten (10) days' prior written notice to Payee, given in
the manner provided in the Security Agreement.

         Partial prepayments shall not postpone or reduce regular payments to be
made hereunder. All such prepayments shall be applicable first to the payment of
late charges, if any, costs and expenses, and administrative penalties due
hereunder, then to accrued and unpaid interest, then to that portion of the
unpaid Principal Amount due on the Maturity Date and then, if applicable, to any
unpaid installments of principal in the inverse order of installment maturities.
The Payee may require that any partial prepayments be made on the dates
installments of principal and interest are due hereunder.

         Anything to the contrary notwithstanding, Payee shall not charge, take
or receive, and Maker shall not be obligated to pay to Payee, any amounts
constituting interest on the Principal Amount in excess of the maximum rate
permitted by applicable law. If by reason of the acceleration of the unpaid
Principal Amount of otherwise, interest in excess of the highest legal contract
rate permitted by applicable law shall at any time be paid, any such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall operate to reduce such outstanding Principal Amount.

         ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE SECURITY
AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY MAY ONLY

                                     Page 4

<PAGE>


BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA,
AND, BY EXECUTION AND DELIVERY OF THIS NOTE AND SECURITY AGREEMENT, THE MAKER
HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.

         THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF THE
AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF A COPY
THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL BE DEEMED TO HAVE
OCCURRED ON THE THIRD DAY AFTER SUCH MAILING. NOTHING CONTAINED HEREIN SHALL
AFFECT THE RIGHT OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE MAKER IN ANY
OTHER JURISDICTION.

         EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY, VOLUNTARILY,
UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY
HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING , STATEMENTS (VERBAL OR WRITTEN) OR ACTION
OF ANY PERSON OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OF IN ANY WAY RELATING TO THE
COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS
TRANSACTION OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE
OR IN PART, WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). MAKER
REPRESENTS THAT NO ORAL OR WRITTEN


                                     Page 5

<PAGE>


STATEMENTS HAVE BEEN MADE BY ANY PARTY TO INCLUDE THIS SUBMISSION OR
JURISDICTION AND WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN REPRESENTED BY
INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE WILL, IN SIGNING THIS NOTE AND IN
THE MAKING OF THIS WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO
ENTER INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS RELATED THERETO.

         Maker acknowledges that this Note and Security Agreement (any
attachments affixed thereto by the Commission with the permission and knowledge
of the Maker/Debtor), along with the then-current applicable Commission orders
and regulations and the Communications Act of 1934, as amended, set forth the
entire agreement, written and oral, of the parties, and all inconsistent prior
statements, understandings, notices, representations and agreements between the
parties, oral or written, are superseded by and merged in the Note, the Security
Agreement or other documents evidencing or securing the debt transaction
evidenced hereby. Except as otherwise expressly provided herein, all of Payee's
representations, warranties, covenants and agreements in this Note and Security
Agreement shall merge in the documents and agreements executed by the Maker and
shall not survive said execution.

         If any provision or part of this Note and/or the Security Agreement
shall for any reason be held or deemed to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Note and this Note shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein and
the remaining provisions of this Note shall remain in full force and effect. The
enforceability of the Note and/or the Security Agreement do not alter the rights
and obligations of the Maker and Payee under the Communications Act of 1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.

         Any notice demand or request hereunder shall be given in the manner set
forth in the Security Agreement.

         This Note shall be governed by and construed in accordance with the
Communications Act of 1934, as amended, the then-applicable orders and
regulations of the Commission, and federal law. Nothing in this Note shall be
deemed to modify


                                     Page 6

<PAGE>


any then-applicable orders and regulations of the Commission, and nothing in
this Note shall be deemed to release the Maker from compliance therewith. This
Note may not be changed, modified, waived, terminated or discharged orally, but
only by an agreement in writing executed by the party against whom enforcement
of any such change, modification, waiver, termination, or discharge is sought.

         Maker represents and warrants that any statements made by or on behalf
of Maker in connection with this Note: (i) are true and accurate in all material
respects; and (ii) do not omit any material facts or information that would make
such statement misleading in the context of Payee's evaluation of the note, and
acknowledges and agrees that Payee is entitled to and his relied on such
statements in agreeing to the Note.

         Payee shall have the right at any time to assign, endorse, pledge,
convey or otherwise transfer this Note and all of the other loan documents to
any party. From and after the date of such assignment, endorsement, pledge,
conveyance or other transfer, such transferee shall be entitled to exercise and
all rights and remedies of Payee hereunder. Maker shall not assign, convey or
otherwise transfer its rights and obligations hereunder without the prior
written consent of the Commission.



Date: March 28, 1997                            D & E Investments, Inc.
      ---------------                       ----------------------------------
                                                     [NAME OF MAKER]



                           By: /s/ Donald R. Kaufmann
                                               -------------------------------
                                                    Donald R. Kaufmann

                        Its: Chief Executive Officer and
                              Chairman of the Board
                                                 -----------------------------




                                     Page 7