EXHIBIT 10.1


                     AUTHORIZED SALES AND SERVICE AGREEMENT

                                     BETWEEN

                     SOUTHWESTERN BELL MOBILE SYSTEMS, INC.
                         d/b/a CELLULAR ONE(R) - Chicago

                                       AND

                             AREAWIDE CELLULAR, INC.

         THIS AGREEMENT is made and entered into this 1st day of October, 1997,
by and between SOUTHWESTERN BELL MOBILE SYSTEMS, INC. d/b/a CELLULAR ONE(R) -
Chicago ("CELLULAR ONE"), a Delaware and Virginia Corporation, with its
principal place of business at 930 North National Parkway, Schaumburg, Illinois
60173, acting on behalf of itself as licensee of the Chicago MSA non-wireline
cellular system and as a provider of other services, and on behalf of Gary
Telephone Company, an Indiana general partnership, as licensee of the Gary MSA
non-wireline cellular system, and Areawide Cellular, Inc. ("AGENT"), an Illinois
corporation, with its principal place of business at 830 N. Meacham, Schaumburg,
Illinois 60173.

                                   WITNESSETH:

         Whereas, CELLULAR ONE is involved in the development, establishment and
sale of cellular radio service ("CRS") which requires the use by CRS Subscribers
of cellular terminal equipment;

         Whereas, CELLULAR ONE and/or its affiliates is or may become involved
in the development, establishment and/or sale of other services, including but
not limited to long distance/toll service for CRS Subscribers, paging services,
other Commercial Mobile Radio Services, and competitive landline local exchange
and/or long distance services (collectively referred to as the "Services");

         Whereas, CELLULAR ONE has regulatory authority to provide CRS in the
  cellular geographic service area(s) within the Chicago and Gary metropolitan
  statistical areas and desires to provide CRS in those areas, as well as other
  Services in designated areas, through Agents, Retailers, Resellers, and direct
  sale to Subscribers;

         Whereas, CELLULAR ONE has adopted and used or intends to adopt and use
certain valuable Marks in the provision of its Services and CPE;

         Whereas, AGENT desires to sell certain of CELLULAR ONE's Services as a
nonexclusive, authorized agent of CELLULAR ONE, and desires to sell or lease,
install, provide warranty service and maintain CPE necessary for Subscribers to
utilize such Services;


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         Now, therefore, in consideration of the mutual promises herein
contained, it is hereby agreed:

         1. DEFINITIONS

         Activation. The act of initiating an Authorized Service in or to a
Subscriber's CPE by CELLULAR ONE.

         Affiliate. A person, association, partnership, corporation or
joint-stock company, trust or other business entity however organized ("Entity")
is an affiliate of that person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such Entity. Control shall be defined as (i) ownership of a majority of the
voting power of all classes of voting stock or (ii) ownership of a majority of
the beneficial interests in income and capital of an entity other than a
corporation.

         Authorized Services. Those Services provided by CELLULAR ONE that AGENT
is authorized hereunder to sell on behalf of CELLULAR ONE, including CRS and any
other Services set forth on Exhibit A hereto.

         Area. With respect to CRS and ancillary services, Area is defined as
the Chicago and Gary metropolitan statistical areas ("MSAs") within which
CELLULAR ONE has regulatory authority to provide CRS. The counties generally
comprising these MSAs are listed in Exhibit A, and any additional adjoining
counties that may be added to the areas served by CELLULAR ONE shall be deemed
added to the Area, without the necessity of an amendment to this Agreement. With
respect to other Authorized Services, Area is defined as those areas in which
Cellular One is authorized to and is providing or reselling such Authorized
Service, except as may be otherwise defined or limited on Exhibit A.

         CELLULAR ONE. The term CELLULAR ONE includes Southwestern Bell Mobile
Systems, Inc. d/b/a Cellular One - Chicago, and, where applicable to a specific
Service, includes that affiliate of Southwestern Bell Mobile Systems, Inc., that
provides such Service.

         Cellular Radio Service (CRS). Any and all service (including resale of
said service) authorized by the Federal Communications Commission ("FCC") under
Part 22 of its rules as amended under the cellular orders set forth in An
Inquiry Into the Use of the Bands 825-845 MHZ and 870-890 MHZ for Cellular
Communications Systems; and Amendments of Parts 2 and 22 of the Commission's
Rules Relative to Cellular Communications Systems (CC Docket No. 79-318), 86
F.C.C. 2d 469 (1981), modified as set forth in reconsideration order 89 F.C.C.
2d 58 (1982), and as further modified as set forth in other rules or orders from
time to time.

         Commercial Mobile Radio Services (CMRS). Any and all services
(including resale of said services) that (1) fit the definition of commercial
mobile services pursuant to Section 332 of the Communications Act, 47 U.S.C.
ss.332, (2) are subject to regulation as commercial mobile radio services by the
FCC under the orders set forth in Implementation of Sections 3(n) and 332 of the
Communications Act; Regulatory Treatment of Mobile Services (CC Docket No.
93-252) or such

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other orders or rules as may be in effect from time to time, or (3) are the
functional equivalent of a commercial mobile service as defined in 47 U.S.C.
ss.332. CMRS shall in any event include CRS, all forms of specialized mobile
radio service (SMR and ESMR), and personal communications services (PCS).

         CPE. The customer premises equipment including cellular terminal
equipment, that a Subscriber needs for using CRS and other Authorized Services.

         Marks. Trademarks, service marks, trade names, insignia, symbols,
logos, decorative designs, and/or other identifying insignia that CELLULAR ONE
owns or is licensed or sublicensed to use in connection with its Services or
products relating thereto, and which CELLULAR ONE, in its sole discretion,
determines from time to time that AGENT is authorized to use.

         Paging Services. One-way non-voice communication services provided by a
communication common carrier and commonly referred to as paging services.

         Reseller. Any entity that purchases bulk quantities of a
telecommunications service from a telecommunications carrier for resale
distribution, directly or indirectly, to ultimate users of such service.

         Subscriber. A customer of an Authorized Service provided by CELLULAR
ONE. The CRS telephone number or other service access number assigned to a
customer of CELLULAR ONE's Authorized Services is deemed to be a separate
Subscriber, regardless of how many CRS telephone numbers or service access
numbers may be used by any one customer.

         Successor. A person, association, partnership, corporation, joint stock
company, trust or other business entity, however organized, that succeeds to or
acquires the rights, title or interests of another.

         2. ACKNOWLEDGEMENTS AND REPRESENTATIONS

         CELLULAR ONE and AGENT acknowledge that they have read this Agreement
and understand and accept the terms, conditions and covenants contained herein
as being reasonably necessary to maintain CELLULAR ONE's high standards for its
CRS and other Services thereby to protect and preserve the goodwill of CELLULAR
ONE's CRS, Services and Marks.

         AGENT has read and understands the obligations imposed by the FCC upon
CRS licensees and their duties to CELLULAR ONE as specified in Section 22.912 of
the FCC's cellular rules.

         AGENT acknowledges that CELLULAR ONE's ability to provide CRS and other
Services is conditioned upon the continuing validity of its FCC operating
license(s) and any other required licenses, certificates and permits, and may be
affected by state and federal court decisions and regulatory approvals. CELLULAR
ONE makes no representation concerning whether said licenses, certificates and
permits will continue to be valid. AGENT agrees that if CELLULAR ONE is
prohibited from, or otherwise ceases, selling an Authorized Service in the Area,

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CELLULAR ONE may declare this Agreement null and void as to any or all
Authorized Services with no penalty.

         AGENT acknowledges that it has conducted an independent investigation
of the business of selling CRS and any other Authorized Services that it will
conduct pursuant to this Agreement. AGENT recognizes that entry into business as
an AGENT of CELLULAR ONE involves business risks and the AGENT's success in such
business will depend primarily upon its abilities and efforts. CELLULAR ONE
expressly disclaims the making of, and Agent acknowledges that it has not
received or relied upon, any GUARANTY, express or implied, as to the amount of
commissions or other gross revenue that it may earn as a result of its agency
relationship with CELLULAR ONE and acknowledges that it has no knowledge of any
representations relating to its agency relationship with CELLULAR ONE by an
officer, employee or agent of CELLULAR ONE that are contrary to the terms
herein. AGENT represents to CELLULAR ONE, as an inducement to its entry into
this Agreement, that AGENT has made no misrepresentations to CELLULAR ONE in its
application for appointment as a nonexclusive, authorized AGENT of CELLULAR ONE
or in any other manner.

         AGENT and CELLULAR ONE mutually agree that they shall not have any
liability to the other for any lost profits or consequential damages, even if
advised of the possibility of such damages.

         3. RELATIONSHIP OF THE PARTIES

         CELLULAR ONE hereby appoints AGENT as a nonexclusive, authorized agent
in the Area to solicit and contract, on behalf of CELLULAR ONE, with Subscribers
for the Authorized Services, subject to all of the terms and conditions hereof.

         During the term of this Agreement or thereafter, CELLULAR ONE reserves
the right without obligation or liability to AGENT to market the Authorized
Services and CPE in the same geographical areas served by AGENT, whether through
CELLULAR ONE's own representatives or through others including, but not limited
to other authorized agents, retailers, resellers and distributors.

         Upon enrollment of a particular Subscriber, that Subscriber shall
become a customer of CELLULAR ONE, and CELLULAR ONE shall offer and furnish such
customer billing services as CELLULAR ONE deems appropriate. CELLULAR ONE shall
be responsible to collect any charges for Authorized Services from Subscribers.

         With the sole exception of the Subscribers enrolled by AGENT for the
account of CELLULAR ONE, with respect to which AGENT acts as agent of CELLULAR
ONE and owes CELLULAR ONE the fiduciary and other obligations of an agent to its
principal, CELLULAR ONE and AGENT acknowledge and agree that their agency
relationship arising from this Agreement does not constitute or create a general
agency, joint venture, partnership, employment relationship or franchise between
them.

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         The parties agree that personnel employed by AGENT to perform services
under this Agreement are not CELLULAR ONE employees and AGENT assumes full
responsibility for their acts. Such personnel employed by AGENT shall be
informed that they are not entitled to the provisions of any CELLULAR ONE
employee benefits. With respect to such personnel, AGENT shall have sole
responsibility for supervision, daily direction and control. CELLULAR ONE will
not be responsible for worker's compensation, disability benefits, unemployment
insurance and withholding income taxes and social security for said personnel.

         3A. RELATIONSHIPS WITH SUBAGENTS

         AGENT warrants it has entered into or may enter into appropriate
agreements with all persons (other than AGENT's own employees) and businesses
that sell the Authorized Services on behalf of AGENT ("sub-agents"), and that
such agreements are sufficient to enable it to comply with all provisions of
this Agreement. Without limiting the generality of the foregoing, AGENT
understands, covenants and agrees that: (1) any sub-agents appointed by AGENT
must agree to comply with all of the restrictive covenants in Paragraph 20 of
this Agreement and the Confidentiality Obligations in Paragraph 33 of this
Agreement; (2) AGENT will inform CELLULAR ONE thirty (30) days in advance of the
identity of any proposed sub-agent; CELLULAR ONE shall have the right to
disapprove the appointment of any sub-agent that reflects adversely upon
CELLULAR ONE in the opinion of CELLULAR ONE or which is or has been associated
in any way with a competitor of CELLULAR ONE in the Area or for any other
reasonable business purpose; and CELLULAR ONE shall have the right to request
the removal of any sub-agent who breaches the agreements set forth above or
whose actions, in the opinion of CELLULAR ONE, reflect adversely upon CELLULAR
ONE; (3) AGENT shall inform CELLULAR ONE prior to any intended relocation of any
of its sub-agents which relocation shall then be subject to CELLULAR ONE's
approval; and (4) CELLULAR ONE may require any further information it deems
necessary prior to AGENT's appointment of the sub-agent. A complete list of all
of AGENT's current sub-agents, along with the names of the owners, managers,
principals, officers and directors thereof is attached as Exhibit B. AGENT
understands and agrees that sub-agents of AGENT shall not be permitted to use,
in any manner whatsoever, the name, trademarks or service marks of CELLULAR ONE,
unless expressly agreed in a writing signed by AGENT, CELLULAR ONE and
sub-agent. Any such use of CELLULAR ONE's name, trademarks or service marks
shall be made a ground for immediate termination of any sub-agent agreements.

         4. AGENT RESPONSIBILITIES

         (a) AGENT agrees to provide materials and advertising to actively
         promote CELLULAR ONE Authorized Services and appropriate sales
         facilities to enhance the sale of CELLULAR ONE Authorized Services.

         (b) AGENT will sell CELLULAR ONE's Authorized Services to customers by
         employing the following techniques (in addition to others): providing
         demonstrations of CELLULAR ONE's Service, explaining its benefits,
         explaining the terms and conditions of purchase of the Service,
         providing sales literature prepared by CELLULAR ONE, and

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         training the customer in the use of CELLULAR ONE's Service. AGENT will
         offer the Authorized Services subject to all of the applicable terms of
         CELLULAR ONE's form of contract for customers.

         (c) AGENT agrees that it must obtain CELLULAR ONE's prior written
         approval to open any locations in addition to those listed in Exhibit
         A. However, an amendment of this Agreement shall not be necessary to
         subject any new or additional AGENT locations to the terms and
         conditions of this Agreement; rather, the opening of such locations
         shall automatically subject them to the terms and conditions of this
         Agreement. AGENT agrees to establish and maintain installation and
         maintenance facilities at the locations set forth in Exhibit A and
         other such locations as AGENT may establish from time to time to the
         satisfaction of CELLULAR ONE, approval of which shall not be
         unreasonably withheld, and to furnish high quality and prompt
         installation, warranty and maintenance service for all CPE sold or
         leased by it to Subscribers. Notwithstanding anything to the contrary
         contained herein, the closing of one or more locations shall not be
         considered a default by AGENT so long as AGENT keeps open at least 80%
         (eighty percent) of the locations which are initially listed in Exhibit
         A and operates them in compliance with all of the requirements hereof.

         (d) AGENT, at its own expense, shall obtain from the manufacturer(s)
         and distributor(s) all required training in the operation,
         installation, warranty and maintenance service of CPE. If AGENT (1)
         chooses to handle any one or more of the CELLULAR ONE rental, lease or
         third-party financing plans and installs the equipment provided
         pursuant thereto, or (2) performs installs of other CELLULAR ONE-owned
         equipment provided directly to customers and referred to AGENT for
         installation (as required by Paragraph 4(o)), then AGENT shall be
         obligated to comply with all of the requirements of the Cellular One
         Authorized Service Center Program, as amended from time to time, and
         with the specific requirements described in the remainder of this
         subparagraph (d). AGENT's installation, warranty and maintenance
         service CRS facility shall be required to obtain certification from the
         manufacturer(s) of the CPE that AGENT leases or sells and AGENT shall
         be responsible to secure such certifications. AGENT may only delegate
         by contract its installation, warranty and maintenance service
         obligations hereunder to a subcontractor with the express prior written
         approval of CELLULAR ONE, which will not be unreasonably withheld or
         withdrawn, and any approval necessary from each manufacturer and/or
         distributor of an approved model of CPE to be sold or leased by AGENT.
         Such delegation shall be by written agreement between AGENT and the
         service subcontractor. Notwithstanding such agreement with a service
         subcontractor, AGENT shall remain responsible to CELLULAR ONE for all
         installation, warranty and maintenance service obligations hereunder.
         AGENT shall reimburse CELLULAR ONE for the reasonable cost of
         installation, repair or warranty which CELLULAR ONE, in its sole
         discretion, deems necessary to have performed at a facility other than
         AGENT's for customers as to whom AGENT fails to comply with CELLULAR
         ONE's standards applicable thereto.

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         (e) AGENT agrees to maintain sufficient liability insurance to protect
         CELLULAR ONE from all customer claims arising out of the acts,
         omissions, and/or representations of AGENT. CELLULAR ONE shall be named
         as an additional insured party on each policy. Such insurance coverage
         shall be maintained under one or more policies of insurance from a
         recognized insurance company qualified to do business within the Area
         providing in the aggregate minimum liability protection of ONE MILLION
         DOLLARS per occurrence for bodily and personal injury and death and ONE
         MILLION DOLLARS per occurrence of property damage. Each such insurance
         policy shall provide for not less than thirty (30) days' prior notice
         to all insured of any modification, cancellation or non-renewal.
         CELLULAR ONE may, at any time and with ninety (90) days' prior notice
         to AGENT, require AGENT to increase its coverage of any type of
         insurance in reasonable amounts and require different or additional
         kinds of insurance, to reflect inflation, identification of special
         risks, changes in law or standards of liability, higher damage awards
         or other reasonable changes in circumstances. Upon request by CELLULAR
         ONE, AGENT shall furnish proof satisfactory to CELLULAR ONE that
         insurance coverage required hereunder is in force.

         (f) AGENT agrees to maintain operations and follow procedures that are
         in full compliance with CELLULAR ONE's requirements as specified,
         amended and distributed from time to time, and to allow CELLULAR ONE
         reasonable access to AGENT's facilities for inspection.

         (g) For its own account, AGENT agrees to sell or lease CPE to be used
         by Subscribers of the Authorized Services, including CELLULAR ONE's
         CRS, or other End Users. AGENT may only offer FCC approved equipment.
         AGENT agrees to maintain an inventory of CPE sufficient to meet
         reasonable anticipated demand therefore by Subscribers which AGENT
         enrolls. If AGENT handles any CELLULAR ONE rental or lease plans in
         AGENT's inventory, AGENT agrees to comply with any inventory control or
         tracking procedures as CELLULAR ONE may adopt from time to time. AGENT
         also agrees to maintain a minimum inventory of parts. The parties agree
         that CELLULAR ONE may restrict AGENT's choice in CPE which AGENT may,
         on its own behalf, sell, lease or otherwise make available with
         CELLULAR ONE Services, which will further CELLULAR ONE's legitimate
         business objectives, if CELLULAR ONE reasonably maintains that the
         particular type of CPE restricted reflects adversely upon the quality
         of CELLULAR ONE's Services by reason of the limitations or
         characteristics of the equipment and CELLULAR ONE will provide AGENT
         thirty (30) days' notice of such restriction. AGENT agrees not to use
         any CPE bearing trademarks similar to or resembling the Marks of
         CELLULAR ONE. Except for any CELLULAR ONE-owned CPE which AGENT handles
         on behalf of CELLULAR ONE as part of a rental, lease or third-party
         financing plan, all CPE sales and leases shall be made by or on behalf
         of AGENT for its own account and not as agent for, or for the account
         of, CELLULAR ONE. AGENT may establish fees and charges for sales prices
         and lease charges for the CPE and CELLULAR ONE shall have no control
         over such prices or for AGENT's CPE. With respect to the sale or lease
         of AGENT's CPE, Subscribers shall be customers of AGENT and CELLULAR
         ONE shall have no responsibility to AGENT or to Subscribers with

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         respect to the sale or lease of AGENT's CPE. CELLULAR ONE is not
         obligated to offer any lease, rental or other CPE program to AGENT.

         (h) AGENT agrees to take all necessary steps to ensure compliance with
         AGENT obligations under this Agreement by AGENT and its personnel and
         any other parties involved in the sale of the Authorized Services by
         AGENT, including but not limited to sub-agents.

         (i) AGENT agrees that AGENT will at all times faithfully, honestly and
         diligently perform its obligations hereunder, and that AGENT will
         continuously exert its best efforts to promote and enhance the use of
         CELLULAR ONE's Authorized Services.

         (j) In the relevant Area, AGENT agrees that it will not, at any time
         either during the term of this Agreement, or any extension thereof, (1)
         induce, influence or suggest to any Subscriber of CELLULAR ONE's CRS to
         purchase CRS or any other CMRS from another provider or reseller of CRS
         or CMRS, or (2) induce, influence or suggest to any Subscriber of any
         other Authorized Service to purchase a competing service from any other
         provider or reseller of such competing service, whether or not the
         competing service is technologically the same as the Authorized Service
         in question. As more fully described in paragraph 20, AGENT agrees not
         to act as a representative or agent of any other reseller or provider
         of CMRS or any Authorized Service in the relevant Area. Notwithstanding
         any language to the contrary, AGENT shall have the right to enter into
         or continue its current provision of Paging Services.

         (k) AGENT agrees not to take any action inconsistent with the
         provisions of this Agreement and shall use its best efforts to support
         CELLULAR ONE's efforts in providing the Authorized Services to
         Subscribers.

         (l) AGENT agrees not to take any action inconsistent with, and agrees
         to support CELLULAR ONE's efforts before regulatory authorities
         regarding any modification of rates.

         (m) AGENT agrees that during or after the term of this Agreement, AGENT
         will not reveal, divulge, make known, sell, exchange, give away, or
         transfer in any way any part of its list of Subscribers or use such
         information for any purpose other than 1) AGENT (but no other successor
         business entity) maintaining such periodic contact with Subscribers as
         is required for warranty service, installation or maintenance of CPE,
         and 2) AGENT (but no other corporate entity) business activities
         unrelated to CRS, CNMS, or any other Authorized Services; provided,
         however, AGENT shall be under no restriction regarding the use of such
         information as long as such use is consistent with the terms of this
         Agreement.

         (n) AGENT agrees to advertise association with CELLULAR ONE Authorized
         Services as an authorized AGENT of CELLULAR ONE, pursuant to any
         written procedures CELLULAR ONE may publish from time to time.

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         (o) AGENT agrees to use its best efforts to install and maintain CPE
         for Subscribers referred to AGENT by CELLULAR ONE's Sales Associates
         for installation and maintenance on a "first come, first serve basis,"
         such installation and maintenance to be according to CELLULAR ONE
         standards established from time to time.

         5. CELLULAR ONE'S RESPONSIBILITIES

         CELLULAR ONE will:

         (a) Upon approval, and subject to compliance with procedures and
         guidelines established from time to time, CELLULAR ONE will furnish the
         Authorized Services to Subscribers.

         (b) Secure any necessary regulatory approvals to conduct the Authorized
         Services.

         (c) Establish the rates, terms, and conditions of the sale of its
         Authorized Services to Subscribers.

         (d) Establish the administrative procedures and guidelines for sale of
         Authorized Services, enrollment of Subscribers, and customer service
         provided to Subscribers.

         (e) Promote CELLULAR ONE's Authorized Services and provide promotional
         literature as CELLULAR ONE deems necessary and appropriate. CELLULAR
         ONE may advertise CELLULAR ONE's Authorized Services from time to time
         if it deems necessary and appropriate.

         (f) Provide at cost a reasonable number of CELLULAR ONE sales brochures
         and other information and illustrative material for the preparation of
         catalogs, advertising and other promotional activities as CELLULAR ONE
         deems necessary and appropriate.

         (g) Provide a reasonable amount of training on sales of CELLULAR ONE's
         Authorized Services and administrative procedures associated with the
         enrollment of Subscribers.

         6. CPE BEARNG CELLULAR ONE'S MARKS

         AGENT shall not have the right, except after CELLULAR ONE's approval,
to sell CPE bearing CELLULAR ONE's Marks to any person or entity other than a
Subscriber to whom AGENT has sold CELLULAR ONE's Authorized Service(s)
hereunder. This clause is intended to protect CELLULAR ONE's Marks and to assure
that such Marks are used properly.

         7. COMPENSATION

         CELLULAR ONE will compensate AGENT for Subscribers enrolled by AGENT
onto CELLULAR ONE's Authorized Services in accordance with the following terms
and conditions:

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         (a) CELLULAR ONE may withhold and offset or apply AGENT compensation
against any past due amount owed to CELLULAR ONE by AGENT. Whenever AGENT fails
to comply with any term hereof or any procedure in the Administrative Procedures
Manual or AGENT does not provide complete and/or accurate information concerning
Subscribers to whom an Authorized Service is sold or, if applicable, the
CELLULAR ONE CPE is sold or leased, CELLULAR ONE shall have the right to
withhold all or a portion of any compensation or other amount otherwise payable
hereunder to AGENT with respect to such Authorized Service or, if applicable,
CPE. CELLULAR ONE reserves the right to establish and modify procedures to
govern the specific manner in which any compensation is administered and to
modify the periodic intervals for payments, by notice to AGENT [CONFIDENTIAL
TREATMENT REQUESTED]

         (b) Unless provided otherwise in an annual or other addendum or
amendment to this Agreement, from the commencement date through December 31,
2000, CELLULAR ONE will pay [CONFIDENTIAL TREATMENT REQUESTED] to AGENT for each
active CRS Subscriber that has been accepted and activated by CELLULAR ONE,
provided that (1) AGENT is in compliance with the obligations and conditions of
this Agreement, and (2) a properly completed and signed customer service
contract has been received by CELLULAR ONE within fifteen (15) days after
activation of such Subscriber's cellular service. [CONFIDENTIAL TREATMENT
REQUESTED] will be paid within forty-five (45) days after the end of each
calendar month or at such other periodic interval as CELLULAR ONE may establish
from time. [CONFIDENTIAL TREATMENT REQUESTED] do not continue to accrue after
expiration or termination of this Agreement, or after a Subscriber has completed
an ESN replacement or upgrade through a different point of distribution.

         [CONFIDENTIAL TREATMENT REQUESTED]

         8. USE OF MARKS BY AGENT

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         Periodically CELLULAR ONE will publish a list of Marks AGENT is
licensed to use under the Agreement. Such list will also be supplemented with
reasonable rules and regulations pertaining to the Marks, which AGENT agrees to
follow. AGENT acknowledges that its right to use the Marks is derived solely
from the Agreement and is limited to the identification of AGENT as an agent of
CELLULAR ONE. AGENT agrees to comply with all reasonable rules and procedures
pertaining to such Marks prescribed by CELLULAR ONE from time to time during the
term of this Agreement. AGENT recognizes the great value of the goodwill
associated with the Marks, and acknowledges that the Marks and all rights herein
and goodwill pertaining thereto belong exclusively to CELLULAR ONE, and that the
Marks have a secondary meaning in the mind of the public. AGENT acknowledges and
agrees that all usage of the Marks by AGENT and any goodwill established thereby
shall inure to the exclusive benefit of CELLULAR ONE and its Affiliates and that
this Agreement does not confer any goodwill or other interests in the Marks upon
AGENT. Any unauthorized use of the Marks by AGENT, or any use not in compliance
herewith, shall constitute an infringement of the rights of CELLULAR ONE and its
Affiliates in and to the Marks and shall further constitute a material breach of
this Agreement. AGENT shall use the Marks with such words qualifying or
identifying the agency relationship of CELLULAR ONE and AGENT as CELLULAR ONE
from time to time shall reasonably prescribe. AGENT shall not use the Marks as
part of any corporate or trade name or with any prefix, suffix or other
modifying words, terms, designs or symbols, or in any modified form, nor may
AGENT use the Marks in connection with the sale or lease of any unauthorized
product or service or in any other manner not expressly authorized by this
Agreement or separately in writing by CELLULAR ONE, If AGENT uses CELLULAR ONE's
Marks on any of AGENT's stationery, other forms or business cards, AGENT agrees
to display the Marks on such stationery, other forms, and business cards used in
its business of selling the Authorized Services in the manner prescribed by
CELLULAR ONE. AGENT agrees to obtain such fictitious or assumed name
certificates or registrations as may be required by applicable law, provided the
fictitious or assumed name is approved in writing by CELLULAR ONE and CELLULAR
ONE is provided a copy of the certificate and/or registration. If any fictitious
or assumed name used by Agent includes anything that identifies CELLULAR ONE or
its Marks, CELLULAR ONE may at any time require AGENT to cease using such
fictitious or assumed name, and to cancel any corresponding certificate and/or
registration. If it becomes advisable at any time in CELLULAR ONE's sole
discretion for AGENT to modify or discontinue use of any Mark or substitute one
or more additional Marks to identify its relationship with CELLULAR ONE or, if
applicable, any CPE, AGENT agrees to comply therewith within a reasonable time
after notice thereof by CELLULAR ONE and the sole obligation of CELLULAR ONE in
any such event shall be to reimburse AGENT for the out-of-pocket costs, if any,
of complying with this obligation and to indemnify AGENT as provided in
Paragraph 9 below. In addition, AGENT shall replace obsolete identification
signs or identification material with new signs or identification material
should AGENT adopt new Marks replacing one or more Marks identified by CELLULAR
ONE in such list as hereinbefore specified.

         9. CELLULAR ONE'S TITLE AND PROTECTION OF CELLULAR ONE'S RIGHTS

         AGENT agrees that it will not during the term of this Agreement, or
thereafter, attack the title or any rights of CELLULAR ONE in and to the Marks.
CELLULAR ONE hereby

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indemnifies AGENT and undertakes to hold AGENT harmless against any damages and
costs from claims or suits arising out of the use by AGENT of the Marks as
authorized in this Agreement, provided that prompt notice is given to CELLULAR
ONE of any such claim or suit and provided, further, that CELLULAR ONE shall
have the option to undertake and conduct the defense of any suit so brought and
that no settlement of any such claim or suit is to be made by AGENT without the
prior written consent of CELLULAR ONE. AGENT agrees to assist CELLULAR ONE and
CELLULAR ONE agrees to reimburse AGENT for all associated reasonable costs to
the extent necessary in the procurement of any protection or to protect any of
CELLULAR ONE's rights to the Marks, and CELLULAR ONE, if it so desires, may
commence or prosecute any claims or suits in its own name or in the name of
AGENT or join AGENT as a party thereto. When known, AGENT shall notify CELLULAR
ONE in writing of any infringements or imitations by others of the Marks which
are the same as or similar to those covered by this Agreement. CELLULAR ONE
shall have the sole right to determine whether any action shall be taken on
account of any such infringements or imitations. AGENT shall not institute any
suit or take any action on account of any such infringements or imitations
without first obtaining the written consent of CELLULAR ONE.

         10. RULES AND PROCEDURES

AGENT understands that if AGENT operates its CPE business or represents CELLULAR
ONE's Authorized Services in a manner that is inconsistent with or contrary to
state or federal law or regulation, such action will reflect adversely upon the
name and goodwill of CELLULAR ONE and its Affiliates. Therefore, AGENT agrees to
comply, if applicable, with Part 22 of the FCC rules, and all tariffs, other
governmental rules and procedures in existence relating to the sale of the
Authorized Services and the sale, lease, warranty service and the conduct of
AGENT's CPE business hereunder as well as any rules and procedures relating to
such matters reasonably prescribed from time to time by CELLULAR ONE through the
Administrative Procedures Manual, which rules and procedures shall constitute
provisions hereof as if fully set forth herein. All references herein to the
Agreement shall include all such tariffs, rules and procedures. CELLULAR ONE may
incorporate all such tariffs, rules and procedures in one or more Administrative
Procedures Manuals or other written form, but is not obligated to do so. AGENT
shall itself be responsible to familiarize itself with the laws and regulations
applicable to the conduct of its business.

         11. ADVERTISING AND BUSINESS PRACTICES OF AGENT

         AGENT shall secure and maintain in force all licenses and permits
required by AGENT and its employees in the enrollment of Subscribers and the
sale or lease of CPE, installation and maintenance of CPE, including without
limitation, all required FCC permits and certifications, if required, and
business and sales tax licenses, and shall conduct its business in full
compliance with all state and federal laws, ordinances and regulations
applicable to AGENT's business. CELLULAR ONE shall sell or resell the Authorized
Services in accordance with applicable rules, regulations, statutes and
decisions governing such Services. AGENT shall promptly pay, when due, all taxes
and assessments against any real or personal property used in connection with
AGENT's business, and all liens or encumbrances or every kind or character
created or placed

<PAGE>


upon or against any such property, and all accounts and other indebtedness of
every kind incurred by AGENT in the conduct of its business. AGENT shall comply,
at its own expense, with the provisions of all applicable municipal requirements
and those state and federal laws applicable to AGENT as an employer of labor or
otherwise. AGENT expressly agrees not to discriminate against any employee or
applicant for employment because of race, creed, color, national origin or sex.
The provisions of Executive Order No. 11246, as amended, are incorporated herein
by reference. AGENT will fully comply with the provisions of the Federal
Occupational Safety and Health Act of 1970 and with any rules and regulations
issued pursuant to this Act.

         12. ADVERTISING AND BUSINESS PRACTICES OF AGENT

         All advertising and promotion by AGENT shall be completely factual and
shall conform to the highest standards of ethical advertising. AGENT shall
adhere to the highest standards of honesty, integrity, fair dealing and ethical
conduct in all dealings with Subscribers, AGENT and the public. AGENT agrees to
refrain from any business or advertising practice which may be injurious to the
business of CELLULAR ONE and the goodwill associated with the Marks. All
advertising and marketing materials that AGENT desires to use in connection with
the Authorized Services or CPE and which have not been prepared or previously
approved by CELLULAR ONE must be submitted to CELLULAR ONE for approval. AGENT
shall not use any advertising or marketing materials that CELLULAR ONE has
failed to approve. AGENT agrees that it will not begin its advertising and
promotion without CELLULAR ONE's prior written consent. AGENT shall notify
CELLULAR ONE in writing within five (5) days of the commencement of any material
action, suit or proceeding, and of the issuance of any order, writ, injunction,
award or decree of any court, agency of other governmental instrumentality,
involving AGENT, or any business conducted by AGENT on behalf of CELLULAR ONE
hereunder.

         13. AGENT'S BUSINESS RECORDS

         AGENT agrees to create and to maintain at its principal office and
preserve for three (3) years from the date of their preparation, full, complete
and accurate records of its business conducted pursuant to this Agreement. Such
records shall include, without limitation, records of all Authorized Service
enrollments and CPE sales, leases, or rentals.

         14. REPORTS AND FINANCIAL STATEMENTS

         AGENT shall maintain at its principal office for a period of three (3)
years complete and accurate books of account and records, including all
documentation and correspondence related to advertising and publicity,
Subscriber contacts and solicitations, Subscriber applications and contracts,
Subscriber complaints, use of CELLULAR ONE's name and trademarks, payments to
AGENT, agreements with and payments to third parties in connection with this
Agreement, AGENT's licenses and authorizations, compliance with the requirements
of any governmental agency and all other documents or records in connection with
AGENT's performance of its duties hereunder. CELLULAR ONE shall have the right
to inspect and make copies of AGENT's books of account and records during normal
working hours, upon reasonable notice by CELLULAR ONE. CELLULAR ONE expressly
agrees, and will require its authorized representatives to

<PAGE>


agree, that it will keep all such records strictly confidential and that it will
not disclose such information to any other agent or distributor of CELLULAR
ONE's Services or to any other person without AGENT's express prior written
consent; provided, however, CELLULAR ONE may disclose such information if
required to do so by any state or federal regulatory agency.

         15. ASSIGNMENT

         This Agreement is fully assignable by CELLULAR ONE to any affiliated
person or entity and shall inure to the benefit of any assignee or other legal
successor to the interest of CELLULAR ONE herein.

         AGENT acknowledges that CELLULAR ONE has entered into this Agreement in
reliance upon the character, business experience and ability of AGENT and its
owner(s), officers and managers and that neither the rights and duties created
by this Agreement nor a controlling interest in the ownership of AGENT may be
voluntarily, involuntarily, directly or indirectly assigned, or otherwise
transferred (including, without limitation, by transfer of capital stock or
partnership interests, by merger or consolidation, by issuance of additional
securities representing an ownership interest in AGENT or convertible thereto,
or in the event of the death of a shareholder or partner of AGENT, by will, in
declaration of or transfer in trust or the laws of intestate succession) without
the written approval of CELLULAR ONE, which will not be unreasonably withheld,
subject to such conditions as CELLULAR ONE deems reasonably necessary. Any such
assignment or transfer without such approval shall constitute a breach hereof
and convey no rights to or interests herein. Any change in management, personnel
or identity which materially impairs the ability of AGENT to market the
Authorized Services shall also constitute such a breach. "Control" for purposes
hereof is defined in Paragraph 1 above.

         16. TERM AND EXTENSION OF AGENCY RELATIONSHIP

         The term of this Agreement shall commence on the 1st day of October,
1997, and shall end on the 31st day of December, 2002. AGENT shall provide to
CELLULAR ONE written notice of the date on which AGENT initiates operations
under this Agreement in the Area. AGENT agrees that CELLULAR ONE must provide
written consent before AGENT actually initiates business operations. This
Agreement shall be effective only after its execution by an officer or other
authorized employee of both AGENT and CELLULAR ONE.

         CELLULAR ONE may give AGENT written notice of its determination that
the agency relationship between CELLULAR ONE and AGENT may be extended upon
mutual Agreement, not less than sixty (60) days prior to the expiration hereof,
if CELLULAR ONE determines that it is renewable.

         17. LATE PAYMENTS; SECURITY DEPOSIT

         In the event any amount payable by AGENT to CELLULAR ONE is more than
thirty (30) days overdue, CELLULAR ONE may, at its option, do one or more of the
following: (i) require

<PAGE>


AGENT to pay its account in full; (ii) apply commissions and any credits or
other amounts payable to AGENT to reduce the AGENT's account payable balance; or
(iii) require AGENT to deposit with CELLULAR ONE an irrevocable commercial
letter of credit, cash or other form of security acceptable to CELLULAR ONE in
its sole discretion to secure future delays or defaults in payment. This deposit
will secure payment of any amounts due under this Agreement or any other
agreement between the parties.

         AGENT understands that in order to purchase CPE from CELLULAR ONE (if
CELLULAR ONE determines that it will sell CPE) other than on a cash on delivery
basis, AGENT may be required to sign Security Agreements, Financing Statements
and related documents.

         18. TERMINATION OF AGREEMENT

         A. By Agent

         If AGENT is in substantial compliance with this Agreement and CELLULAR
ONE materially breaches this Agreement and fails to cure such breach within
thirty (30) days after written notice thereof is delivered to CELLULAR ONE,
AGENT may terminate this Agreement effective thirty (30) days after delivery to
CELLULAR ONE of written notice thereof and AGENT shall not be bound by the
provisions in Paragraph 20, "Covenants Not To Compete." A termination of this
Agreement by AGENT (whether express or reasonably implied from AGENT's acts or
omissions) for any reason other than a material breach hereof by CELLULAR ONE
(coupled with substantial compliance by AGENT), and CELLULAR ONE's failure to
cure such breach within thirty (30) days after receipt of written notice
thereof, shall be deemed a termination by AGENT without cause.

         B. By CELLULAR ONE

         CELLULAR ONE shall have the right to terminate this Agreement effective
upon thirty (30) days written notice should (A) the FCC Cellular Radio Decisions
or other requisite governmental decisions and authorities not be continued in
substantially the same form and such change materially adversely impacts
CELLULAR ONE's (or an affiliate's) ability to conduct its business in the Area;
(B) state and/or federal regulatory approval empowering CELLULAR ONE or its
Affiliate to construct and provide the Authorized Services and/or CPE in the
Area is not granted to either CELLULAR ONE or an Affiliate, is granted subject
to terms and conditions unacceptable to CELLULAR ONE or an Affiliate, or is
granted under such terms and conditions which, in CELLULAR ONE's opinion,
materially adversely affects the intended purpose of this Agreement; or (C)
regulatory authorization of the commission schedule of this Agreement is made
subject to terms and conditions unacceptable to CELLULAR ONE or Affiliates.

  Further, CELLULAR ONE shall have the right to terminate this Agreement
effective upon written notice if (a) AGENT makes an assignment for the benefit
of creditors; (b) an Order for Relief under Title 11 of the United States Code
is entered by any United States Court against Agent; (c) a trustee or receiver
of any substantial part of the AGENT's assets, is appointed by any

<PAGE>


Court; (d) AGENT sells all or substantially all of AGENT's inventory or Assets
other than in the ordinary course of business.

         In addition, CELLULAR ONE shall have the right to terminate this
Agreement for cause effective upon delivery of notice of termination of AGENT,
if AGENT (or one of more of its owners and affiliates): (1) has made any
material misrepresentation or omission in its application to establish an agency
relationship with CELLULAR ONE or is convicted of or pleads no contest to a
felony or other crime or offense that is likely to adversely affect the
reputation of CELLULAR ONE or its affiliated companies or the goodwill of the
Marks; (2) attempts to make an unauthorized assignment of this Agreement; (3)
receives a notice of violation of the terms or conditions of any license or
permit required by AGENT or its employees in the conduct of AGENT's business and
fails to correct such violation, or to terminate the employment of such
employee(s) within the time period specified in such notice, if any, or within
thirty (30) days after receipt of such notice, whichever first expires; (4)
fails to comply with any provision of this Agreement, including, if applicable,
sales of Authorized Services consistent with AGENT forecasts, or any applicable
tariff or CELLULAR ONE procedure relating to the Authorized Services and/or CPE,
and AGENT does not correct such failure within ten (IO) days as to monetary
defaults and within thirty (30) days if non-monetary default after written
notice of such failure to comply is delivered to AGENT.

         19. OBLIGATIONS OF AGENT UPON TERMINATION OR EXPIRATION

         AGENT agrees that upon the expiration or termination of this Agreement
in the Area, AGENT and its owner(s) and Affiliates will: (1) not thereafter use
any actual or similar Marks, or any actual or similar trade name, service mark,
trademark, logo, insignia, symbols or decorative design theretofore used by
AGENT specifically in its sale of the Authorized Services, in any manner or for
any purpose in the Area except that AGENT and its owner(s) may use or continue
to use any trade name, service mark, logo, insignia, symbols or decorative
designs AGENT or its owner(s) used in any business prior to the date of this
Agreement; and will not utilize for any purpose any actual or similar trade
name, trade or service mark or other commercial symbol that suggests or
indicates a connection or association with CELLULAR ONE or any affiliated
company of CELLULAR ONE, or directly or indirectly, at any time or in any manner
identify itself or any business associated with CELLULAR ONE or such affiliated
company in the Area; (2) return to CELLULAR ONE all advertising and marketing
materials, forms, and other materials containing any Mark or otherwise
identifying or relating to CELLULAR ONE's Authorized Services in the Area; (3)
take such action as may be required to cancel all fictitious or assumed name or
equivalent registrations relating to any Mark or authorize CELLULAR ONE, and any
officer of CELLULAR ONE, as AGENT's attorney in fact, to take such actions as
may be required to cancel such fictitious or assumed name or equivalent
registration; if AGENT fails or refuses to do so, all governmental agencies
administering fictitious or assumed name or equivalent registrations may accept
and rely upon appropriate documents executed by CELLULAR ONE or its officer
canceling any such registration; and (4) provide CELLULAR ONE with an updated
list of names, addresses and all other relevant information AGENT then possesses
concerning Subscribers of all Authorized Services that AGENT has enrolled in the
Area.

<PAGE>


         20. COVENANTS NOT TO COMPETE

         In consideration of CELLULAR ONE's grant to AGENT of the right to use
the Marks, the right to advertise affiliation with CELLULAR ONE as an authorized
agent of CELLULAR ONE and the great value of the goodwill associated with
AGENT's ability to use the Marks, which rights and value are not available to
distributors generally, and in recognition of the value of specialized,
technical knowledge of the cellular industry and other Services to be imparted
by CELLULAR ONE to AGENT from time to time, AGENT agrees to be bound by the
covenants in this Paragraph 20. Such rights and value shall constitute
independent consideration for the covenants in this Paragraph 20.

         Therefore, for value received as identified above, AGENT agrees that
AGENT, its officers, directors, key employees, and principals, any Affiliate or
the person or persons owning a controlling interest in AGENT or an Affiliate,
during the term of this Agreement and for a period of one (1) year following the
later of the expiration or termination of this Agreement, shall not

         (1) directly or indirectly, induce, influence or suggest to any
Subscriber of CELLULAR ONE's CRS to purchase CRS or any other CMRS from another
reseller or provider of CRS or CMRS in the Area;

         (2) directly or indirectly, induce, influence or suggest to any
Subscriber of any other Authorized Service to purchase a competing service from
any other provider or reseller of such competing service in the Area, whether or
not the competing service is technologically the same as the Authorized Service
in question;

         (3) under any circumstances or conditions whatsoever, directly or
indirectly, as an individual, partner, stockholder, director, officer, employee,
manager or in any other relation or capacity whatsoever engage in the sale or
promotion of CRS, CMRS, or any other Authorized Service on behalf of any
competing reseller or provider of such service in the Area;

         (4) directly or indirectly, allow any other person, firm or other
entity to use the name, trade name, goodwill or any other assets or property of
AGENT or CELLULAR ONE in any manner in connection with such other entity's sale
of CRS, CMRS or any other Authorized Service on behalf of a competing reseller
or provider in the Area, and AGENT specifically agrees not to transfer, assign,
authorize or consent to the transfer of an AGENT telephone number to any other
person, firm or other entity upon the expiration or termination of this
Agreement.

         Notwithstanding any language to the contrary, the restrictive covenants
contained herein shall not operate so as to restrict AGENT from the businesses
of providing or selling Paging Services.

         21. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS

         Except as expressly provided to the contrary herein, each term and
condition of this Agreement, and any portion thereof, shall be considered
severable and if, for any reason, any such

<PAGE>


provision hereof is held to be invalid, contrary to, or in conflict with any
applicable present or future law, regulation or public policy in a final,
unappealable ruling issued by any court, agency or tribunal with competent
jurisdiction in a proceeding to which CELLULAR ONE or its Affiliate is a party,
that ruling shall not impair the operation of, or have any other effect upon,
such other portions of this Agreement as may remain otherwise enforceable which
shall continue to be given full force and effect and bind the parties hereto,
although any portion held to be invalid shall be deemed not to be a part of this
Agreement from the date the time for appeal expires, if AGENT is a party
thereto, otherwise upon AGENT's receipt of a notice of nonenforcement thereof
from CELLULAR ONE.

         To the extent that Paragraphs 4 or 20 contain or impose a restriction
upon AGENT that is deemed unenforceable by virtue of its scope in terms of area,
business activity prohibited and/or length of time, but could be enforceable by
reducing any or all thereof, AGENT and CELLULAR ONE agree that same shall be
enforced to the fullest extent permissible under the laws and public policies
applied in the jurisdiction in which enforcement is sought. CELLULAR ONE and
AGENT shall mutually agree to a modification of any invalid or unenforceable
term or condition hereof to the extent required to be valid and enforceable.
Such modifications to this Agreement shall be required only in the area directly
affected by any such ruling.

         22. WAIVER OF OBLLGATIONS

         CELLULAR ONE and AGENT may by written instrument unilaterally waive or
reduce any obligation of or restriction upon the other under this Agreement,
effective upon delivery of written notice thereof to the other or such other
effective date stated in the notice of waiver.

         Whenever this Agreement requires the consent of a Party, such request
shall be in writing and no consent may be unreasonably withheld. All consents or
withholding of consent with reasons therefore shall be in writing. Neither party
makes any guarantees upon which the other may rely, and assumes no liability or
obligation to the other, by granting any waiver, approval or consent to the
other, or by reason of any neglect, delay or denial of any request therefor. Any
waiver granted by either Party shall be without prejudice to any other right
that Party may have, will be subject to continuing review, and may be revoked,
at the waiving party's sole discretion, at any time and for any reason,
effective upon delivery to the other of ten (10) days' prior written notice.

         CELLULAR ONE and AGENT shall not be deemed to have waived or impaired
any right, power or option reserved by this Agreement (including, without
limitation, the right to demand exact compliance with every term, condition and
covenant herein, or to declare any breach hereof to be a default and to
terminate this Agreement prior to the expiration of its term), by virtue of any
custom or practice of the parties at variance with the terms hereof, or any
failure, refusal or neglect of CELLULAR ONE or AGENT to exercise any right under
this Agreement or to insist upon exact compliance by the other with its
obligations hereunder, including without limitation any rule or procedure, or
any waiver, forbearance, delay, failure or omission by CELLULAR ONE to exercise
any right, power or option, whether of the same, similar or different nature,
with respect to one or more other authorized agents or other forms of
distribution.

<PAGE>


         23. RIGHTS ARE CUMULATIVE

         The rights of CELLULAR ONE and AGENT hereunder are cumulative and no
exercise or enforcement by CELLULAR ONE and AGENT of any right or remedy
hereunder shall preclude the exercise or enforcement by CELLULAR ONE or AGENT of
any other right or remedy hereunder or which CELLULAR ONE or AGENT is entitled
by law to enforce,

         24. GOVERNING LAW

         Except to the extent governed by United States law that preempts state
law, this Agreement shall be interpreted under and governed by the laws of the
State of Illinois. If any suit or action shall be brought to enforce or declare
any of the terms of this Agreement, to terminate this Agreement or to recover
any damages sustained as a result of a default in the performance of any
obligations under this Agreement, or a breach of any of the representations and
warranties herein contained or otherwise pursuant to this Agreement, then except
as otherwise provided in Paragraph 35, the party not prevailing in such suit or
action shall be liable to the prevailing party for the prevailing party's costs
and expenses, including, without limitation, court costs and reasonable
attorneys' and expert witnesses' fees (including, without limitation, the value
of time spent by in-house personnel), the amount of which shall be fixed by the
court and shall be made a part of any judgment rendered. The parties agree that
any such suit or action must be brought, if at all, within one (1) year after
the underlying cause of action accrues.

         25. TESTIMONY

         Matters relating to this Agreement may be an issue before various
regulatory bodies. Upon reasonable notice AGENT agrees to fully cooperate with
CELLULAR ONE regarding any such matters including willingly providing employees
of AGENT to testify at appropriate times regarding any aspect of this Agreement
or other related issues. CELLULAR ONE agrees to reimburse AGENT for reasonable
costs expended in supplying such testimony.

         26. BINDING EFFECT

         This Agreement is binding upon the parties hereto, their respective
executors, administrators, heirs, assigns and successors in interest.

         All obligations by either party which expressly or by their nature
survive the expiration or termination of this Agreement shall continue in full
force and effect subsequent to and notwithstanding its expiration or termination
and until they are satisfied in full or by their nature.

         27. IMPOSSIBILITY OF PERFORMANCE

         Neither CELLULAR ONE nor AGENT shall be liable for loss or damage or
deemed to be in breach of this Agreement if its failure to perform its
obligations results from: (1) compliance with any law, ruling, order,
regulation, requirement or instruction of any federal, state or municipal

<PAGE>


government or any department or agency thereof or court of competent
jurisdiction; (2) acts of God; (3) acts or omissions of the other party; and (4)
fires, strikes, embargoes, war, insurrection or riot. Any delay resulting from
any of said causes shall extend performance accordingly or excuse performance,
in whole or in part, as may be reasonable.

         28. INTERPRETATION

         The preambles and exhibits to this Agreement are a part of this
Agreement, which constitutes the entire agreement of the parties, and there are
no other oral or written understandings or agreements between CELLULAR ONE and
AGENT relating to the subject matter hereof. This Agreement supersedes any prior
agreements or understandings between the parties relating to the subject matter
hereof.

         Nothing in this Agreement is intended, nor shall be deemed, to confer
any rights or remedies upon any person or legal entity not a party hereto,
except for those affiliates of CELLULAR ONE as may be involved in the provision
of one or more of the Authorized Services.

         The headings of the several paragraphs hereof are for convenience only
and do not define, limit or construe the contents of such paragraphs.

         The term "AGENT" as used herein is applicable to one or more persons, a
corporation or a partnership, as the case may be, and the singular usage
includes the plural and the masculine includes the feminine.

         If two or more persons are at any time AGENT hereunder, whether or not
as partners or joint venturers, their obligations and liabilities to CELLULAR
ONE shall be joint and several.

         This Agreement shall be executed in multiple copies, each of which
shall be deemed an original.

         29. INDEMNITY

         Subject to the provisions of Paragraph 3, each party hereto agrees to
defend, indemnify and save harmless the other party and its successors and
assigns and its employees and agents and their heirs, legal representatives and
assigns from any and all claims or demands whatsoever, including the costs,
expenses and reasonable attorney's fees incurred on account thereof, that may be
made (1) by the indemnifying Party's employees or any other persons for bodily
injury or damage to property occasioned by the acts or omissions of the Party of
its subcontractor, or the employees or agents of any of them, and (2) by the
Party's employees under worker's compensation or similar acts.

         Further, AGENT agrees to indemnify, hold harmless and, upon CELLULAR
ONE's written request, defend CELLULAR ONE (including its officers, directors
and employees) from and against any and all liability, loss, damages, costs,
attorneys' fees, or other expense of any kind, that arises out of any threatened
or actual claim or any suit for damages, injunction, or other relief on

<PAGE>


account of (a) injury to or death of any person, (b) damage to any property, (c)
public charges and penalties, or (d) any demand, liability or lien, whether
caused by, resulting from, or in connection with, the negligent or intentional
acts, omissions or misrepresentations of AGENT (including any of its
subordinates, sub-agents, employees or servants), solely or jointly with others,
including CELLULAR ONE, its employees or servants (except for the negligent acts
or omissions solely of CELLULAR ONE or any of its employees or servants) in the
performance of or in connection with the performance of AGENT's responsibilities
under this Agreement.

         30. SURVIVAL

         The terms, provisions, representations, and warranties contained in
this Agreement that by their sense and context are intended to survive the
performance thereof by either or both parties hereunder shall so survive the
completion of performances and termination of this Agreement, including the
making of any and all payments due hereunder.

         31. LICENSES

         No licenses, express or implied, under any patents or copyrights are
granted by CELLULAR ONE or its Affiliates to AGENT.

         32. NOTICES AND PAYMENTS

         All payments due AGENT shall be made to such address or bank as AGENT
from time to time designates. All notices and reports required to be delivered
by the provisions of the Agreement shall be deemed so delivered three (3)
business days after placement in the United States Certified or Registered Mail,
postage prepaid and addressed to the party to be notified at its most current
principal business address of which the notifying party has been notified. All
reports and other information required by this Agreement shall be directed to
CELLULAR ONE at the data processing center or the address provided to AGENT from
time to time, or to such other persons and places as CELLULAR ONE may direct
from time to time. Any required report not actually received or postmarked by
CELLULAR ONE or AGENT during regular business hours on the date due, shall be
deemed delinquent.

         33. CONFIDENTIAL INFORMATION

         Any specifications, drawings, sketches, models, samples, data, computer
programs or documentation, or technical or business information ("Information")
furnished or disclosed by CELLULAR ONE to AGENT hereunder shall be deemed the
exclusive property of CELLULAR ONE, including title to copyright in all
copyrightable material, and, when in tangible form, shall be returned to
CELLULAR ONE upon completion or termination of authorized work. Unless such
information was previously known to AGENT free of any obligation to keep it
confidential, or has been or is subsequently made public by CELLULAR ONE or a
third party, it shall be held in confidence by AGENT, shall be used only for the
purposes hereunder, and may be used for other purposes only upon such terms and
conditions as may be mutually agreed upon in writing. In addition, the parties
hereby agree that Subscriber lists and related information or data are the

<PAGE>


exclusive property of CELLULAR ONE and are to be used by AGENT solely in the
performance of its obligations and duties as described herein and are to be
returned to CELLULAR ONE upon the termination of this Agreement.

         If AGENT is served with process to obtain Information, AGENT shall
immediately notify CELLULAR ONE which shall, in addition to AGENT efforts, if
any, have the right to seek to quash such process.

         Unless marked "proprietary," any Information furnished or disclosed by
AGENT to CELLULAR ONE shall not obligate CELLULAR ONE to hold such information
in confidence.

         34. COVENANT NOT TO SOLICIT EMPLOYMENT

         Agent recognizes and agrees that it takes a great deal of time to hire
and train employees for its business. AGENT fully understands the time and
expense CELLULAR ONE incurs to obtain qualified personnel, and AGENT therefore
agrees not to offer employment to or accept to hire any of CELLULAR ONE's
employees. This Paragraph 34 cannot be waived except by the President and Chief
Executive Officer of CELLULAR ONE in writing. In the event AGENT, or any
affiliate or person associated with AGENT, does hire any of CELLULAR ONE's
employees during the term of this Agreement, or during any renewal or option
period, or hires such employees during a period of 90 days after any such
employee leaves the employment of CELLULAR ONE, such hiring also will constitute
a material breach of this Agreement.

         Moreover, CELLULAR ONE and AGENT have considered the matter and have
reasonably endeavored to estimate the actual damages to CELLULAR ONE in the
event AGENT breaches this Agreement and offers or accepts to hire any of
CELLULAR ONE's employees, and both realize that it would be impractical or
extremely difficult to fix the actual damages to CELLULAR ONE resulting from
such offer or hiring of CELLULAR ONE's employees. CELLULAR ONE and AGENT
therefore agree that if AGENT offers or accepts to hire any of CELLULAR ONE's
employees during the periods of time heretofore mentioned, AGENT agrees to
reimburse CELLULAR ONE for its costs in replacing each such employee, which
costs shall be deemed to be one year's salary or wages of each such employee.
Said sum represents the amount agreed upon by the parties as CELLULAR ONE's
liquidated damages for such breach and shall be in addition to CELLULAR ONE's
right to terminate this Agreement for such breach.

         35. DISPUTE RESOLUTION AND MEDIATION

         For all disputes relating to this Agreement except those relating to
Paragraph 20, Covenants Not to Compete, prior to instituting litigation in
connection with this Agreement in any forum, including but not limited to,
state, federal, or regulatory proceedings, each party agrees to the following
procedures:

         (a) The aggrieved party shall give detailed written notice to the other
party of its specific complaint, including the amount of actual damages and
expenses, including attorney's fees, claimed by the aggrieved party. The
aggrieved party shall include copies of all documents that


<PAGE>

support its claims. Within thirty (30) days after receipt of the notice, the
party receiving the notice shall tender to the aggrieved party a written offer
of settlement. Any offer of settlement not accepted within thirty (30) days of
receipt by the aggrieved party shall be deemed to have been rejected.

         (b) In the event of litigation, a settlement offer made pursuant to
Paragraph 35(a) above, if rejected by the aggrieved party, may be filed with the
court together with an affidavit certifying its rejection. If the court finds
that the amount tendered in the settlement offer is greater than or equal to the
actual damages found by the trier of fact, the aggrieved party shall incur the
costs of its own attorney's fees and shall reimburse the other party for its
reasonable attorneys' fees incurred. If recovery is more that the amount
tendered in the settlement offer, then the accused party will reimburse the
aggrieved party for its reasonable attorneys' fees.

         (c) The tender of an offer of settlement is not an admission of
engaging in an unlawful act or practice or of liability. Evidence of a
settlement offer may be used only for the purposes specified in Paragraph 35(b)
above, and is not to be revealed to the trier of fact as part of its
determination of damages or liability.

         (d) If the parties are unable to settle their disputes through the
above procedure, the parties agree to submit their dispute to mediation as
described in this paragraph within 90 days after rejection of the settlement
offer. Compliance with these procedures on dispute resolution and mediation
shall be a condition precedent to instituting any judicial, quasi-judicial
and/or regulatory proceeding.

         (i) Mediation is a process under which an impartial mediator
facilitates communication between the parties to promote settlement between
them. The mediator does not have the authority to decide any issue for the
parties, but will attempt to facilitate the voluntary resolution of the dispute
by the parties. The mediator is authorized to conduct joint and separate
meetings with the parties and to offer suggestions to assist the parties to
achieve settlement.

         (ii) The parties shall agree to selection of an impartial mediator. A
person shall not serve as a mediator in any dispute in which he has any
financial or personal interest. Prior to accepting an appointment, the mediator
shall disclose any circumstance likely to create a presumption or appearance of
bias or prevent a prompt meeting with the parties. The aggrieved party shall
have the right to name a mediator, subject to disagreement from the other party
based on the mediator's interest in a dispute, affiliation or connection to the
aggrieved party or other circumstance likely to create a presumption or
appearance of bias. The parties shall each bear half the cost of the mediation.

         (iii) The parties, while not committing in advance to settle their
case, agree to participate in mediation in good faith with the intention to
settle, if at all possible.

         36. AUTHORITY

<PAGE>


         Each of the parties represents, warrants and agrees that it is a
corporation, limited liability company, or partnership duly organized, validly
existing and in good standing under the laws of the state of its formation, and
has all requisite power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby; that the execution and
delivery of this Agreement and the performance hereof have been duly and validly
authorized by all necessary corporate or partnership action; and that the
execution and delivery by it of this Agreement and the performance of this
Agreement by it will not conflict with or result in a breach of or constitute or
result in a default under any of the terms, conditions or provisions of the
Articles or Certificates of Incorporation, By-Laws, or other of its governing
instruments or any judgment, order, decree, law, regulation or ruling of any
court or governmental authority or any agreement, contract, commitment or other
instrument to which it is a party or by which it is bound.

         Specifically, AGENT represents and warrants that (i) AGENT is not a
party to any agreement to distribute, promote or otherwise sell CRS, CMRS or any
other Authorized Service (except Paging Services) on behalf of any competing
provider, reseller or agent in the Area; (ii) the execution and delivery by it
of this Agreement and the performance of this Agreement by it will not conflict
with or result in a breach or constitute or result in a default under any of the
terms, conditions or provisions of any agreement between AGENT and any other
carrier, reseller or agent of CRS, CMRS or any other Authorized Service.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written and hereby declare that they HAVE READ AND DO
UNDERSTAND EACH AND EVERY TERM, CONDITION AND COVENANT CONTAINED IN, OR
INCORPORATED BY REFERENCE INTO, THIS AGREEMENT.

SOUTHWESTERN BELL MOBILE                   AREAWIDE CELLULAR, INC.
SYSTEMS, INC.,
d/b/a CELLULAR ONE - CHICAGO

                                           By: /s/ Lance Chody
                                               ---------------------------------
                                                   Lance Chody
                                                   Vice President
By: /s/ Stan Sigman
    -------------------------------
        Stan Sigman
        President and CEO

<PAGE>


                                   EXHIBIT A

AUTHORIZED-AGENT-LOCATIONS

Initial locations at which AGENT is authorized to operate as described in this
Agreement:

        It is agreed by AGENT and CELLULAR ONE that if the initial business
location(s) and/or the date upon which CRS operations of AGENT will commence are
not known at the date of execution of this Agreement, the same may be added from
time to time as such information becomes known but no later than the effective
date of AGENT operations.

        AGENT shall not change or add business locations without CELLULAR ONE's
prior written approval. AGENT shall consult with CELLULAR ONE before initiating
any action to change or supplement any of its business locations.

        Any business locations that AGENT opens and operates in the Area shall
be subject to all of the terms of the Agreement, whether or not an amendment is
signed by the parties adding the addresses of any new or different locations.

Authorized Locations:

See Attached List


Counties in which AGENT is authorized:

Cook, Lake, DuPage, Kane, McHenry, Will


AUTHORIZED SERVICES

CRS (including long distance/toll service, if any, provided by CELLULAR ONE to
its CRS subscribers)

<PAGE>


5 South Route 59                     Aurora               IL         60504

11 South Lake Street                 Aurora               IL         60506

803 South Route 59                   Bartlett             IL         60103

161 North Clark Street               Chicago              IL         60601

3611 North Western Avenue            Chicago              IL         60618

10 South LaSalle Street              Chicago              IL         60603

2320 North Damen Avenue              Chicaqo              IL         60647

1001 West North Avenue               Chicago              IL         60622

1454 East 53rd Street                Chicaqo              IL         60615

6301 South Cicero                    Chicaqo              IL         60629

4630 South Damen Avenue              Chicago              IL         60609

3125 South Ashland Avenue            Chicaqo              IL         60608

3180 North Broadway                  Chicaqo              IL         60657

93 East Three Oaks Road, Suite H     Crystal Lake         IL         60014

2950 Finley Road                     Downers Grove        IL         60515

362 North LaGrange Road              Frankfort            IL         60423

67 East North Avenue                 Glendale Heights     IL         60139

4832 North Harlem Avenue             Harwood Heights      IL         60656

1045 South LaGrange Road             LaGrange             IL         60525

744 South Rand Road                  Lake Zurich          IL         60047

620 East North Avenue                Lombard              IL         60148

1032 East Oqden Avenue               Naperville           IL         60563

<PAGE>


8357 West Golf Road                  Niles                IL         60714

2312 South Harlem                    North Riverside      IL         60546

21100 South Western Avenue           Olympia Fields       IL         60461

1025 East Golf Road                  Schaumburg           IL         60173

615 South Randall Road               St. Charles          IL         60174

16651 South Harlem Avenue            Tinley Park          IL         60477

116 Old McHenry Road                 Wheeling             IL         60090

<PAGE>


                                    EXHIBIT B


SUBAGENTS