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                                                              Exhibit 10.51
                                                              -------------


                            SPRINT TRADEMARK AND
                       SERVICE MARK LICENSE AGREEMENT


     THIS AGREEMENT is made as of the 10th day of July, 1998, by and
between Sprint Communications Company, L.P., a Delaware limited
partnership, as licensor ("Licensor"), and Southwest PCS, L.P., an Oklahoma
Limited Partnership, as licensee ("Licensee"). The definitions for this
agreement are set forth on the "Schedule of Definitions".


                               RECITALS:

     WHEREAS, Licensor is the owner of the U.S. trademarks and service
marks "Sprint", together with related "Diamond" logo, "Sprint PCS", "Sprint
Personal Communications Services" and the goodwill of the business
symbolized thereby; and

     WHEREAS, Licensee desires to use the trademarks and service marks in
commerce;

     NOW, THEREFORE, the parties, in consideration of the mutual agreements
herein contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, do hereby agree as follows:


                                 ARTICLE 1

          GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY


     Section 1.1. License.

     (a)  Grant of License. Subject to the terms and conditions hereof,
          Licensor hereby grants to Licensee, and Licensee hereby accepts
          from Licensor, for the term of this agreement, a
          non-transferable, royalty-free license to use the Licensed Marks
          solely for and in connection with the marketing, promotion,
          advertisement, distribution, lease or sale of Sprint PCS
          Products and Services and Premium and Promotional Items in the
          Service Area.

     (b)  Related Equipment. The rights granted hereunder to Licensee
          shall not include the right to manufacture equipment under the
          Licensed Marks. However, subject to the terms and conditions
          hereof, Licensor hereby grants to Licensee, and Licensee hereby
          accepts from Licensor, for the term of this agreement, a
          non-transferable, royalty-free license to market, promote,
          advertise, distribute and resell and lease Related Equipment in
          connection with the marketing, promotion, advertisement,
          distribution, lease or sale by Licensee of Sprint PCS Products
          and Services, and to furnish services relating to such Related
          Equipment (including installation, repair and maintenance of
          Related Equipment), under the Licensed Marks.

                                     Page 1

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                                 ARTICLE 2
                       QUALITY STANDARDS, MAINTENANCE

     Section 2.1. Maintenance of Quality.

     (a)  Adherence to Quality Standards. In the course of marketing,
          promoting, advertising, distributing, leasing and selling Sprint
          PCS Products and Services and Premium and Promotional Items
          under the Licensed Marks, Licensee shall maintain and adhere to
          standards of quality and specifications that conform to or
          exceed those quality standards and technical and operational
          specifications adopted and/or amended in the manner provided
          below ("Quality Standards") and those imposed by Law. Such
          Quality Standards are designed to ensure that the quality of the
          Sprint PCS Products and Services and Premium and Promotional
          Items marketed, promoted, advertised, distributed, leased and
          sold under the Licensed Marks are consistent with the high
          reputation of the Licensed Marks and are in conformity with
          applicable Laws.

     (b)  Establishment of Quality Standards. The parties acknowledge that
          the initial Quality Standards for the Sprint PCS Products and
          Services and Premium and Promotional Items are attached to the
          Affiliation Agreement as Exhibits 4.1, 4.2, 4.3, 7.2, and 8.1.
          The Quality Standards shall (i) be consistent with the
          reputation for quality associated with the Licensed Marks and
          (ii) be commensurate with a high level of quality (taking into
          account Licensee's fundamental underlying technology and
          standards), consistent with the level of quality being offered
          in the market for products and services of the same kind as the
          Sprint PCS Products and Services.

     (c)  Changes in Quality Standards. In the event that Licensor
          wishes to change the Quality Standards, it will notify
          Licensee in writing of such proposed amendments, and
          will afford Licensee a reasonable time period in which
          to adopt such changes as may be required in order for

     Section 2.2. Rights of Inspection. In order to ensure that the Quality
Standards are maintained, Licensor and its authorized agents and
representatives shall have the right, but not the obligation, with prior
notice to Licensee, to enter upon the premises of any office or facility
operated by or for Licensee with respect to Sprint PCS Products and
Services and Premium and Promotional Items at all reasonable times, to
inspect, monitor and test in a reasonable manner facilities and equipment
used to furnish Sprint PCS Products and Services and Premium and
Promotional Items and, with prior written notice to Licensee, to inspect
the books and records of Licensee in a manner that does not unreasonably
interfere with the business and affairs of Licensee, all as they relate to
the compliance with the Quality Standards maintained hereunder.

                                     Page 2

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     Section 2.3. Marking; Compliance with Trademark Laws. Licensee shall
cause the appropriate designation "TM" or "SM" or the registration symbol
"(R)" to be placed adjacent to the Licensed Marks in connection with the
use thereof and to indicate such additional information as Licensor shall
reasonably specify from time to time concerning the license rights under
which Licensee uses the Licensed Marks. Licensee shall place the following
notice on all printed or electronic materials on which the Licensed Marks
appear: "SPRINT", the "DIAMOND" logo and "Sprint PCS", "Sprint Personal
Communications Services" are trademarks and/or service marks of Sprint
Communications Company, L.P., "used under license" or such other notice as
Licensor may specify from time to time.

     Section 2.4. Other Use Restrictions. Licensee shall not use the
Licensed Marks in any manner that would reflect adversely on the image of
quality symbolized by the Licensed Marks.

                                 ARTICLE 3
                          CONFIDENTIAL INFORMATION

     Section 3.1. Maintenance of Confidentiality. Each of Licensor and
Licensee and their respective Controlled Related Parties (each a
"Restricted Party") shall cause their respective officers and directors (in
their capacity as such) to, and shall take all reasonable measures to cause
their respective employees, attorneys, accountants, consultants and other
agents and advisors (collectively, and together with their respective
officers and directors, "Agents") to, keep secret and maintain in
confidence the terms of this agreement and all confidential and proprietary
information and data of the other party or its Related Parties disclosed to
it (in each case, a "Receiving Party") in connection with the performance
of its obligations under this agreement (the "Confidential Information")
and shall not, and shall cause their respective officers and directors not
to, and shall take all reasonable measures to cause their respective other
Agents not to, disclose Confidential Information to any Person other than
the parties, their Controlled Related Parties and their respective Agents
that need to know such Confidential Information. Each party further agrees
that it shall not use the Confidential Information for any purpose other
than determining and performing its obligations and exercising its rights
under this agreement. Each party shall take all reasonable measures
necessary to prevent any unauthorized disclosure of the Confidential
Information by any of their respective Controlled Related Parties or any of
their respective Agents. The measures taken by a Restricted Party to
protect Confidential Information shall be not deemed unreasonable if the
measures taken are at least as strong as the measures taken by the
disclosing party to protect such Confidential Information.

     Section 3.2. Permitted Disclosures. Nothing herein shall prevent any
Restricted Party or its Agents from using, disclosing, or authorizing the
disclosure of Confidential Information it receives and which:

     (i)    has been published or is in the public domain, or which
            subsequently comes into the public domain, through no fault of
            the receiving party;

     (ii)   prior to receipt hereunder was property within the legitimate
            possession of the Receiving Party or, subsequent to receipt
            hereunder is lawfully received from a third party having rights
            therein without restriction of the third party's right to
            disseminate the Confidential Information and without notice of
            any restriction against its further disclosure.


                                     Page 3

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     (iii)  is independently developed by the Receiving Party through
            Persons who have not had, either directly or indirectly, access
            to or knowledge of such Confidential Information;

     (iv)   is disclosed to a third party with the written approval of the
            party originally disclosing such information, provided that
            such Confidential Information shall cease to be confidential
            and proprietary information covered by this agreement only to
            the extent of the disclosure so consented to;

     (v)    subject to the Receiving Party's compliance with Section 3.4
            below, is required to be produced under order of a court of
            competent jurisdiction or other similar requirements of a
            governmental agency, provided that such Confidential
            Information to the extent covered by a protective order or its
            equivalent shall otherwise continue to be Confidential
            Information required to be held confidential for purpose of
            this agreement; or

     (vi)   subject to the Receiving Party's compliance with Section 3.4
            below, is required to be disclosed by applicable Law or a stock
            exchange or association on which such Receiving Party's
            securities (or those of its Related Party) are listed.

     Section 3.3. Financial Institutions. Notwithstanding this Article 3,
any party may provide Confidential Information to any financial institution
in connection with borrowings from such financial institution by such party
or any of its Controlled Related Parties, so long as prior to any such
disclosure such financial institution executes a confidentiality agreement
that provides protection substantially equivalent to the protection
provided the parties in this Article 3.

     Section 3.4. Procedures. In the event that any Receiving Party (i)
must disclose Confidential Information in order to comply with applicable
Law or the requirements of a stock exchange or association on which such
Receiving Party's securities or those of its Related Parties are listed or
(ii) becomes legally compelled (by oral questions, interrogatories,
requests for information or documents, subpoenas, civil investigative
demand or otherwise) to disclose any Confidential Information, the
Receiving Party shall provide the disclosing party with prompt written
notice so that in the case of clause (i), the disclosing party can work
with the Receiving Party to limit the disclosure to the greatest extent
possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate
remedy or waive compliance with the provisions of this agreement. In the
case of a clause (ii), (A) if the disclosing party is unable to obtain a
protective order or other appropriate remedy, or if the disclosing party so
directs, the Receiving Party shall, and shall cause its employees to,
exercise all commercially reasonable efforts to obtain a protective order
or other appropriate remedy at the disclosing party's reasonable expense,
and (B) failing the entry of a protective order or other appropriate remedy
or receipt of a waiver hereunder, the Receiving Party shall furnish only
that portion of the Confidential Information which it is advised by opinion
of its counsel is legally required to be furnished and shall exercise all
commercially reasonable efforts to obtain reliable assurance that
confidential treatment shall be accorded such Confidential Information, it
being understood that such reasonable efforts shall be at the cost and
expense of the disclosing party whose Confidential Information has been
sought.


                                     Page 4


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     Section 3.5. Survival. The obligations under this Article 3 shall
survive, as to any party, until two (2) years following the date of
termination of this agreement, and, as to any Controlled Related Party of a
party, until two (2) years following the earlier to occur of (A) the date
that such Person is no longer a Controlled Related Party of a party, or (B)
the date of the termination of this agreement; provided that such
obligations shall continue indefinitely with respect to any trade secret or
similar information which is proprietary to a party or its Controlled
Related Parties and provides such party or its Controlled Related Parties
with an advantage over its competitors.


                                 ARTICLE 4
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

     Section 4.1. Licensor's Ownership. Licensee acknowledges Licensor's
exclusive right, title and interest in and to the Licensed Marks and
acknowledges that nothing herein shall be construed to accord to Licensee
any rights in the Service Area in the Licensed Marks except as expressly
provided, herein. Licensee acknowledges that its use in the Service Area of
the Licensed Marks shall not create in Licensee any right, title or
interest in the Service Area in the Licensed Marks and that all use in the
Service Area of the Licensed Marks and the goodwill symbolized by and
connected with such use of the Licensed Marks will inure solely to the
benefit of the Licensor.

     Section 4.2. No Challenge by Licensee. Licensee covenants that (i)
Licensee will not at any time challenge Licensor's rights, title or
interest in the Licensed Marks (other than to assert the specific rights
granted to Licensee under this agreement), (ii) Licensee will not do or
cause to be done or omit to do anything, the doing, causing or omitting of
which would contest or in any way impair or tend to impair the rights of
Licensor in the Licensed Marks, and (iii) Licensee will not represent to
any third party that Licensee has any ownership or rights in the Service
Area with respect to the Licensed Marks other than the specific rights
conferred by this agreement.


                                 ARTICLE 5
           REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

     Section 5.1. Title to the Licensed Marks. Licensor represents and
warrants that:

     (a)  Licensor has good title to the Licensed Marks and has the right
          to grant the licenses provided for hereunder in accordance with
          the terms and conditions hereof, free of any liabilities,
          charges, liens, pledges, mortgages, restrictions, adverse
          claims, security interests, rights of others, and encumbrances
          of any kind (collectively, "Encumbrances"), other than
          Encumbrances which will not restrict or interfere in any
          material respect with the exercise by Licensee of the rights
          granted to Licensee hereunder.

     (b)  There is no claim, action, proceeding or other litigation
          pending or, to the knowledge of Licensor, threatened with
          respect to Licensor's ownership of the Licensed Marks or which,
          if adversely determined, would restrict or otherwise interfere
          in any material respect with the exercise by Licensee of the
          rights purported to be granted to Licensee hereunder.

     Except as expressly provided above in this Section 5.1, Licensor makes
no representation or warranty of any kind or nature whether express or
implied with respect to the Licensed Marks (including freedom from third
party infringement of the Licensed Marks).

     The representations and warranties provided for in this Section 5.1
shall survive the execution and delivery of this agreement.

     Section 5.2. Other Licensees. In the event Licensor grants to any
third party any licenses or rights with respect to the Licensed Marks,
Licensor shall not, in connection with the grant of any such license or
rights, take any actions, or suffer any omission that would adversely
affect the existence or validity of the Licensed Marks or conflict with the
rights granted to Licensee hereunder.

     Section 5.3. Abandonment. Licensor covenants and agrees that, during
the term of this agreement, it will not abandon the Licensed Marks.


                                     Page 5


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                                 ARTICLE 6
               REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

     Section 6.1. Representations and Warranties. Each party hereby
represents and warrants to the other party as follows:

     (a)  Due Incorporation or Formation; Authorization of Agreement. Such
          party is a corporation duly organized, a limited liability
          company duly organized or a partnership duly formed, validly
          existing and, if applicable, in good standing under the laws of
          the jurisdiction of its incorporation or formation and has the
          corporate, company or partnership power and authority to own its
          property and carry on its business as owned and carried on at
          the date hereof and as contemplated hereby. Such party is duly
          licensed or qualified to do business and, if applicable, is in
          good standing in each of the jurisdictions in which the failure
          to be so licensed or qualified would have a material adverse
          effect on its financial condition or its ability to perform its
          obligations hereunder. Such party has the corporate, company or
          partnership power and authority to execute and deliver this
          agreement and to perform its obligations hereunder and the
          execution, delivery and performance of this agreement have been
          duly authorized by all necessary corporate, company or
          partnership action. Assuming the due execution and delivery by
          the other party hereto, this agreement constitutes the legal,
          valid and binding obligation of such party enforceable against
          such party in accordance with its terms, subject as to
          enforceability to limits imposed by bankruptcy, insolvency or
          similar laws affecting creditors' rights generally and the
          availability of equitable remedies.

     (b)  No Conflict with Restrictions; No Default. Neither the
          execution, delivery and performance of this agreement nor the
          consummation by such party of the transactions contemplated
          hereby (i) will conflict with, violate or result in a breach of
          any of the terms, conditions or provisions of any law,
          regulation, order, writ, injunction, decree, determination or
          award of any court, any governmental department, board, agency
          or instrumentality, domestic or foreign, or any arbitrator,
          applicable to such party or any of its Controlled Related
          Parties, (ii) will conflict with, violate, result in a breach of
          or constitute a default under any of the terms, conditions or
          provisions of the articles of incorporation, articles of
          organization or certificate of formation, bylaws, operating
          agreement or limited liability company agreement, or partnership
          agreement of such party or any of its Controlled Related Parties
          or of any material agreement or instrument to which such party
          or any of its Controlled Related Parties is a party or by which
          such party or any of its Controlled Related Parties is or may be
          bound or to which any of its material properties or assets is
          subject (other than any such conflict, violation, breach or
          default that has been validly and unconditionally waived), (iii)
          will conflict with, violate, result in a breach of, constitute a
          default under (whether with notice or lapse of time or both),
          accelerate or permit the acceleration of the performance
          required by, give to others any material interests or rights or
          require any consent, authorization or approval under any
          indenture, mortgage, lease agreement or instrument to which such
          party or any of its Controlled Related Parties is a party or by
          which such party or any of its Controlled Related Parties is or
          may be bound, or (iv) will result in the creation or imposition
          of any lien upon any of the material properties or assets of
          such party or any of its Controlled Related Parties, which in
          any such case could reasonably be expected to materially impair
          such party's ability to perform its obligations under this
          agreement or to have a material adverse effect on the
          consolidated financial condition of each party or its Parent.


                                     Page 6
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     (c)  Governmental Authorizations. Any registration, declaration or
          filing with, or consent, approval, license, permit or other
          authorization or order by, any governmental or regulatory
          authority, domestic or foreign, that is required to be obtained
          by such party in connection with the valid execution, delivery,
          acceptance and performance by such party under this agreement or
          the consummation by such party of any transaction contemplated
          hereby has been completed, made or obtained, as the case may be.

     (d)  Litigation. There are no actions, suits, proceedings or
          investigations pending or, to the knowledge of such party,
          threatened against or affecting such party or any of its
          Controlled Related Parties or any of their properties, assets or
          businesses in any court or before or by any governmental
          department, board, agency or instrumentality, domestic or
          foreign, or any arbitrator which could, if adversely determined
          (or, in the case of an investigation could lead to any action,
          suit or proceeding, which if adversely determined could),
          reasonably be expected to materially impair such party's ability
          to perform its obligations under this agreement or to have a
          material adverse effect on the consolidated financial condition
          of such party or its parent; and such party or any of its
          Controlled Related Parties has not received any currently
          effective notice of any default, and such party or any of its
          Controlled Related Parties is not in default, under any
          applicable order, writ, injunction, decree, permit,
          determination or award of any court, any governmental
          department, board, agency or instrumentality, domestic or
          foreign, or any arbitrator, which default could reasonably be
          expected to materially impair such party's ability to perform
          its obligations under this agreement or to have a material
          adverse effect on the consolidated financial condition of such
          party or its Parent.

     Section 6.2. Survival. The representations and warranties provided for
under this Article 6 will survive the execution and delivery of this
agreement.


                                 ARTICLE 7
                     PROSECUTION OF INFRINGEMENT CLAIMS

     Section 7.1. Notice and Prosecution of Infringement. Licensee agrees
to notify Licensor promptly, in writing, of any alleged, actual or
threatened infringement of any of the Licensed Marks within the Service
Area of which Licensee becomes aware. Licensor has the sole right to
determine whether or not to take any action on such infringements. Licensor
has the sole right to employ counsel of its choosing and to direct any
litigation and settlement of infringement actions. Any recoveries, damages
and costs recovered through such proceedings shall belong exclusively to
Licensor, and Licensor shall be solely responsible for all costs and
expenses (including attorney fees) of prosecuting such actions. Licensee
agrees to provide Licensor with all reasonably requested assistance in
connection with such proceedings.


                                     Page 7


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                                 ARTICLE 8
              LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

     Section 8.1. Indemnification. (a) Each party hereby agrees to
indemnify the other party against and agrees to hold it harmless from any
Loss incurred or suffered by such other party arising out of or in
connection with:

          (i)    the material breach of any representation or warranty made
                 by such party in this agreement; and

          (ii)   the material breach of any covenant or agreement by such
                 party contained in this agreement.

     (b)  In addition to the indemnification provided for in Section
          8.1(a), Licensee agrees to indemnify Licensor against and hold it
          harmless from any Loss suffered or incurred by Licensor or its
          Controlled Related Parties by reason of a third party claim
          arising out of or relating to (i) the use of the Licensed Marks
          by Licensee; or (ii) the marketing, promotion, advertisement,
          distribution, lease or sale by Licensee (or any permitted
          sublicensee) or by any additional Licensee (or any permitted
          sublicensee) of any Sprint PCS Products and Services, Related
          Equipment or Premium and Promotional Items under the Licensed
          Marks pursuant to this agreement, including unfair or fraudulent
          advertising claims, warranty claims and product defect or
          liability claims, pertaining to the Sprint PCS Products and
          Services, Related Equipment or Premium and Promotional Items.
          Notwithstanding the foregoing, Licensee will not be required
          under this paragraph (b) to indemnify any Loss arising solely out
          of Licensee's use of the Licensed Marks in compliance with the
          terms of the Trademark and Service Mark Usage Guidelines;
          provided that Licensor shall have no obligation to indemnify for
          third-party claims alleged to arise from the specifics of uses of
          third-party trademarks or service marks, or the specifics of
          claims made, in marketing materials prepared by or for Licensee,
          which marketing materials have not been approved by Licensor
          prior to the publication out of which such claims are alleged to
          have arisen.


                               ARTICLE 9
                          OBLIGATIONS/SETOFF

     Section 9.1. Obligations/Setoff. The obligations of the parties as set
forth in this agreement shall be unconditional and irrevocable, and shall
not be subject to any defense or be released, discharged or otherwise
affected by any matter, including impossibility, illegality,
impracticality, frustration of purpose, force majeure, act of government,
the bankruptcy or insolvency of any party hereto, and the obligations of
each party shall not be subject to any right of setoff or recoupment which
such party may not or hereafter have against the other party.


                                 ARTICLE 10
                    LIMITATION ON USE OF LICENSED MARKS


     Section 10.1. Restrictions on Use. Licensee is not permitted to make
any use of the Licensed Marks in connection with products or services other
than the Sprint PCS Products and Services, and as specifically authorized
in Sections 1.1(b) above with respect to Related Equipment and Premium and
Promotional Items, nor to make any use of the Licensed Marks directed
outside of the Service Area.

     Section 10.2 Adherence to Trademark and Service Mark Usage Guidelines.
Licensee agrees to comply with and adhere to Trademark and Service Mark
Usage Guidelines for the depiction or presentation of the Licensed Marks,
as furnished by Licensor. Prior to Licensee depicting or presenting any of
the Licensed Marks on any type of marketing, advertising or promotional
materials, Licensee agrees to submit samples of such materials to Licensor
for approval. Licensor shall have fourteen (14) days from the date Licensor
receives such materials to approve or object to any such materials
submitted to Licensor for review. In the event Licensor does not object to
such materials within such fourteen (14) day period, such materials shall
be deemed approved by Licensor. Thereafter, Licensee shall not be obligated
to submit to Licensor materials prepared in accordance with the samples
previously approved by Licensor and the Trademark and Service Mark Usage
Guidelines; provided, however, Licensee shall, at the reasonable request of
Licensor, continue to furnish samples of such marketing, advertising and
promotional materials to Licensor from time to time during the term hereof
at the request of Licensor.


                                     Page 8
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     Section 10.3. Use of Similar Trademarks and Service Marks. Licensee
agrees not to use (a) any trademark or service mark which is confusingly
similar to, or a colorable imitation of, the Licensed Marks or any part
thereof, or (b) any work, symbol, character, or set of words, symbols, or
characters, which in any language would be identified as the equivalent of
the Licensed Marks or that are otherwise confusingly similar to, or a
colorable imitation of, the Licensed Marks, whether during the term of this
agreement or at any time following termination of this agreement. Licensee
shall not knowingly engage in any conduct which may place the Sprint PCS
Products and Services, the Licensed Marks or Licensor in a negative light
or context.

     Section 10.4. Services of Public Figures. Licensee agrees to obtain
Licensor's prior written approval (which approval will not be unreasonably
withheld) before engaging the services of any celebrity or publicly known
individual for endorsement of any Sprint PCS Products and Services or
Premium and Promotional Items.


                              ARTICLE 11
                        CONTROL OF BRAND IMAGE

         Section 11.1 Exclusive Use of Licensed Marks. The Sprint PCS
Products and Services shall be marketed by Licensee solely under the
Licensed Marks.

         Section 11.2. Consistency With Brand Image and Principles.
Licensee shall use the Licensed Marks in a manner that is consistent
with the brand image and principles established by Licensor, and
mechanics to ensure consistency will be included in the Marketing
Communications Guidelines.

         Section 11.3 Management of Brand Image. Licensor shall be
responsible for the overall management of the brand image for the
Licensed Marks. All advertising, marketing and promotional materials
using the Licensed Marks prepared by Licensee shall, in addition to
the provisions set forth in Section 11.2 above, comply with the
Marketing Communications Guidelines to be furnished by Licensor to
Licensee as such Marketing Communications Guidelines may be amended
and updated by Licensor from time to time. Such Marketing
Communications Guidelines shall establish reasonable principles to be
followed in the development of advertising, marketing and promotional
campaigns in order to ensure a consistent and coherent brand image.
All advertising, marketing and promotional campaigns conducted by
Licensee shall be conducted in a manner consistent with the Marketing
Communications Guidelines.

         Section 11.4. Advertising Agencies; Promotions. Licensee may
select its own advertising agencies for development of its advertising
and promotional campaigns; provided, however, that all media buys
shall be coordinated by Licensee with the buying agency of Licensor.
Licensee and Licensor shall conduct ongoing reviews of upcoming
advertising, marketing and promotional campaigns of each party and
shall use good faith efforts to coordinate their respective campaigns
in a manner that will maximize the advertising, marketing and
promotional efforts of the parties and be consistent with the
Marketing Communications Guidelines. Licensee shall not initiate any
products or promotions under names which are confusingly similar to
any names of national product offerings or promotions by Licensor.
Neither Licensor nor any of its Controlled Related Parties shall
initiate any products or promotions under names which are confusingly
similar to any names of national product offerings or promotions by
Licensee. In addition, Licensor will use its commercially reasonable
efforts to ensure that no third party licensee under the Licensed
Marks initiates any products or promotions in the Service Area under
names which are confusingly similar to any names of national product
offerings or promotions by Licensee.


                                     Page 9

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         Section 11.5 Ownership of Advertising Materials. All
agreements entered into by Licensee with advertising agencies shall
provide that Licensor shall own all advertising materials (including
concepts, themes, characters and the like) created or developed
thereunder. Subject to the terms and conditions set forth herein,
Licensee shall receive a perpetual, non-exclusive, royalty-free
license to use such materials in connection with advertising and
promotional materials developed by Licensee; provided, however, that
the rights granted under such perpetual license shall be limited
solely to the use of such materials and shall not extend the term of
the license with respect to the Licensed Marks provided for hereunder.


                                 ARTICLE 12
                          RELATIONSHIP OF PARTIES

     Section 12.1. Relationship of Parties. It is the express intention of
the parties that Licensee is and shall be an independent contractor and no
partnership shall exist between Licensee and Licensor pursuant hereto. This
agreement shall not be construed to make Licensee the agent or legal
representative of Licensor for any purpose whatsoever (except as expressly
provided in Articles 7 and 8), and Licensee is not granted any right or
authority to assume or create any obligations for, on behalf of, or in the
name of Licensor (except as expressly provided in Articles 7 and 8).
Licensee agrees, and shall require its permitted sublicensees to agree, not
to incur or contract any debt or obligation on behalf of Licensor, or
commit any act, make any representation, or advertise in any manner that
may adversely affect any right of Licensor in or with respect to the
Licensed Marks or be detrimental to Licensor's image.


                                 ARTICLE 13
                 TERM; TERMINATION; EFFECTS OF TERMINATION

     Section 13.1. Term. This agreement commences on the date of execution
and continues until the Affiliation Agreement terminates, unless earlier
terminated in accordance with the terms set forth in this Article 13. This
agreement automatically terminates upon termination of the Affiliation
Agreement.

     Section 13.2. Events of Termination. If any of the following events
shall occur with respect to Licensee, each such occurrence shall be deemed
an "Event of Termination":

     (a)  Bankruptcy. The occurrence of a "Bankruptcy" with respect to
          Licensee.

     (b)  Breach of Agreements. Licensee fails to perform in accordance
          with any of the material terms and conditions contained herein
          in any material respect.

     (c)  Material Misrepresentation. Licensee breaches any material
          representation or warranty of Licensee made in Section 4.2 or
          Article 6 in any material respect.

     (d)  Termination of Affiliation Agreement. The termination of the
          Affiliation Agreement, for whatever reason.


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<PAGE>

     Section 13.3. Licensor's Right to Terminate Upon Event of Termination.
Licensor may, at its option, without prejudice to any other remedies it may
have, terminate this agreement by giving written notice of such termination
to Licensee as follows: (a) immediately, upon the occurrence of any Event
of Termination pursuant to Section 13.2(a) with respect to Licensee; or (b)
after the expiration of thirty (30) days from Licensee's receipt of written
notice from Licensor of the occurrence of any Event of Termination pursuant
to Sections 13.2(b) or 13.2(c), if such failure to perform or breach is
then still uncured; or (c) immediately upon the repeated or continuing
occurrence of Events of Termination pursuant to Section 13.2(b) (regardless
of whether such continuing failures to perform or breaches have been cured
by Licensee in accordance with the provisions of clause (b) or this Section
13.3); or (d) immediately upon the occurrence of a termination pursuant to
Section 13.2(d).

     Section 13.4 Licensee's Right to Terminate. Licensee may, at its
option, without prejudice to any other remedies it may have, terminate this
agreement by giving written notice of such termination to Licensor as
follows: (a) immediately, in the event that Licensor abandons the Licensed
Marks or otherwise ceases to support the Licensed Marks in Licensor's
business; or (b) immediately in the event of the occurrence of a Bankruptcy
with respect to Licensor; or (c) immediately in the event of an occurrence
of termination pursuant to Section 13.2(d).

     Section 13.5. Effects of Termination. Upon the termination of this
agreement for any reason, all rights of Licensee in and to the Licensed
Marks in the Service Area shall cease within thirty (30) days following the
date on which this agreement terminates (except in the case of a
termination resulting from an Event of Termination described in Section
13.2(b), (c) or (d), in which case such rights to use the Licensed Marks
will terminate immediately upon the date of termination); provided,
however, that Licensee may thereafter sell, transfer or otherwise dispose
of any Related Equipment and Premium and Promotional Items that are then in
Licensee's inventory (or which Licensee has purchased or is then legally
obligated to purchase) for an additional reasonable period not to exceed
three (3) months. Licensee's right of disposal under this Section 13.5
shall not prohibit Licensor from granting to third parties during the
disposal period licenses and other rights with respect to the Licensed
Marks. The provisions of Articles 3, 4, 5, 6 and 8 will survive any
termination of this agreement.


                                 ARTICLE 14
                          ASSIGNMENT; SUBLICENSING

     Section 14.1. Licensee Right to Assign. Licensee, without the prior
written consent of Licensor (in its sole discretion), shall have no right
to assign any of its rights or obligations hereunder.

     Section 14.2. Licensor Right to Assign the Licensed Marks. Nothing
herein shall be construed to limit the right of the Licensor to transfer or
assign its interests in the Licensed Marks, subject to the agreement of the
assignee to be bound by the terms and conditions of this agreement.

     Section 14.3. Licenses to Additional Licensees; Sublicenses; Licenses
to Additional Licensees. Licensee shall not sublicense (or attempt to
sublicense) any of its rights hereunder without the prior written consent
of Licensor, in the sole discretion of Licensor.


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<PAGE>

                                 ARTICLE 15
                               MISCELLANEOUS

     Section 15.1. Notices. Any notice, payment, demand, or communication
required or permitted to be given by any provision of this agreement shall
be in writing and mailed (certified or registered mail, postage prepaid,
return receipt requested) or sent by hand or overnight courier, or by
facsimile (with acknowledgment received), charges prepaid and addressed as
described on the Notice Address Schedule attached to the Master Signature
Page, or to such other address or number as such party may from time to
time specify by written notice to the other party. All notices and other
communications given to a party in accordance with the provisions of this
agreement shall be deemed to have been given and received (i) four (4)
Business Days after the same are sent by certified or registered mail,
postage prepaid, return receipt requested, (ii) when delivered by hand or
transmitted by facsimile (with acknowledgment received and, in the case of
a facsimile only, a copy of such notice is sent no later than the next
Business Day by a reliable overnight courier service, with acknowledgment
of receipt) or (iii) one (1) Business Day after the same are sent by a
reliable overnight courier service, with acknowledgment of receipt.


     Section 15.2. Binding Effect. Except as otherwise provided in this
agreement, this agreement shall be binding upon and inure to the benefit of
the parties and their respective successors, transferees, and assigns.

     Section 15.3. Construction. This agreement shall be construed simply
according to its fair meaning and not strictly for or against any party.

     Section 15.4. Time. Time is of the essence with respect to this
agreement.

     Section 15.5. Table of Contents; Headings. The table of contents and
section and other headings contained in this agreement are for reference
purposes only and are not intended to describe, interpret, define or limit
the scope, extent or intent of this agreement.

     Section 15.6. Severability. Every provision of this agreement is
intended to be severable. If any term or provision hereof is illegal,
invalid or unenforceable for any reason whatsoever, that term or provision
will be enforced to the maximum extent permissible so as to effect the
intent of the parties, and such illegality, invalidity or unenforceability
shall not affect the validity or legality of the remainder of this
agreement. If necessary to effect the intent of the parties, the parties
will negotiate in good faith to amend this agreement to replace the
unenforceable language with enforceable language which as closely as
possible reflects such intent.

     Section 15.7. Further Action. Each party, upon the reasonable request
of the other party, agrees to perform all further acts and execute,
acknowledge, and deliver any documents which may be reasonably necessary,
appropriate, or desirable to carry out the intent and purposes of this
agreement.

     Section 15.8. Governing Law. The internal laws of the State of
Missouri (without regard to principles of conflict of law) shall govern the
validity of this agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties.


                                    Page 12

<PAGE>

     Section 15.9. Specific Performance. Each party agrees with the other
party that the other party would be irreparably damaged if any of the
provisions of this agreement are not performed in accordance with their
specific terms and that monetary damages would not provide an adequate
remedy in such event. Accordingly, in addition to any other remedy to which
the nonbreaching party may be entitled, at law or in equity, the
nonbreaching party shall be entitled to injunctive relief to prevent
breaches of this agreement and specifically to enforce the terms and
provisions hereof.

     Section 15.10. Entire Agreement. The provisions of this agreement set
forth the entire agreement and understanding between the parties as to the
subject matter hereof and supersede all prior agreements, oral or written,
and other communications between the parties relating to the subject matter
hereof.

     Section 15.11. Limitation on Rights of Others. Nothing in this
agreement, whether express or implied, shall be construed to give any party
other than the parties any legal or equitable right, remedy or claim under
or in respect of this agreement.

     Section 15.12. Waivers; Remedies. The observance of any term of this
agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) by the party or parties entitled to
enforce such term, but any such waiver shall be effective only if in
writing signed by the party or parties against which such waiver is to be
asserted. Except as otherwise provided herein, no failure or delay of any
party in exercising any power or right under this agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other further exercise thereof or the
exercise of any other right or power.

     Section 15.13. Jurisdiction; Consent to Service of Process.

     (a)  Each party hereby irrevocably and unconditionally submits, for
          itself and its property, to the nonexclusive jurisdiction of any
          Missouri State court sitting in the County of Jackson or any
          Federal court of the United States of America sitting in the
          Western District of Missouri, and any appellate court from any
          such court, in any suit action or proceeding arising out of or
          relating to this agreement, or for recognition or enforcement of
          any judgment, and each party hereby irrevocably and
          unconditionally agrees that all claims in respect of any such
          suit, action or proceeding may be heard and determined in such
          Missouri State Court or, to the extent permitted by law, in such
          Federal court.

     (b)  Each party hereby irrevocably and unconditionally waives, to the
          fullest extent it may legally do so, any objection which it may
          now or hereafter have to the laying of venue of any suit, action
          or proceeding arising out of or relating to this agreement in
          Missouri State court sitting in the County of Jackson or any
          Federal court sitting in the Western District of Missouri. Each
          party hereby irrevocably waives, to the fullest extent permitted
          by law, the defense of an inconvenient forum to the maintenance
          of such suit, action or proceeding in any such court and further
          waives the right to object, with respect to such suit, action or
          proceeding, that such court does not have jurisdiction over such
          party.


                                    Page 13

<PAGE>

     (c)  Each party irrevocably consents to service of process in the
          manner provided for the giving of notices pursuant to this
          agreement, provided that such service shall be deemed to have
          been given only when actually received by such party. Nothing in
          this agreement shall affect the right of a party to serve
          process in another manner permitted by law.

     Section 15.14. Waiver of Jury Trial. Each party waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by
jury in respect of any action, suit or proceeding arising out of or
relating to this agreement.

     Section 15.15. Consents. Whenever this agreement requires or permits
consent by or on behalf of a party, such consent shall be given in writing
in a manner consistent with the requirements for a waiver of compliance as
set forth in Section 15.13, with appropriate notice in accordance with
Section 15.1 of this agreement.

     Section 15.16. Master Signature Page. Each party agrees that it will
execute the Master Signature Page that evidences such party's agreement to
execute, become a party to and be bound by this agreement, which document
is incorporated herein by this reference.


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