Exhibit 10.33

                           BORROWER SECURITY AGREEMENT


                  SECURITY  AGREEMENT,  dated as of  October  2,  1996,  made by
SPRINT SPECTRUM L.P., a Delaware limited partnership (the "Borrower"),  in favor
of the Trustees under the Trust Agreement described below for the benefit of the
Secured Parties that are the  beneficiaries  of the Trust Estate under the Trust
Agreement.


                              W I T N E S S E T H:


                  WHEREAS,  the Secured  Parties have  severally  agreed to make
loans and other extensions of credit to the Borrower; and

                  WHEREAS,  it is a condition precedent to the obligation of the
Secured Parties to make their respective loans and other extensions of credit to
the Borrower that the Borrower  shall have executed and delivered  this Security
Agreement to the Trustees;

                  NOW,  THEREFORE,  the Borrower hereby agrees with the Trustees
for the benefit of the Secured Parties as follows:

                  I.  Defined Terms.

                  A. Definitions.  1. Unless otherwise  defined herein,  and the
following  terms which are defined in the Uniform  Commercial  Code in effect in
the  State  of New York on the  date  hereof  are  used  herein  as so  defined:
Accounts,   Chattel  Paper,  Documents,   Farm  Products,   General  Intangibles
(including  but not limited to contract  rights of the Borrower,  whether or not
under  Contracts),  Instruments  and Proceeds.  Other terms used but not defined
herein shall have the meanings ascribed thereto in the Trust Agreement.

                  2.  As used in this Agreement, the following terms shall have
the following meanings:

                  "Agreement": this Security Agreement, as the same may be
         amended, supplemented or otherwise
         modified from time to time.

                  "Code":  the Uniform Commercial Code as from time to time in
         effect in the State of New York.

                  "Collateral":  as defined in Section 2.

                  "Contracts":  the  rights  under,  and the  benefits  of,  the
         contracts  and  agreements  listed  in  Schedule  1, as the same may be
         amended,   supplemented  or  otherwise  modified  from  time  to  time,
         including,  in each  case,  without  limitation,  (a) all rights of the
         Borrower to receive moneys due and to become due to it thereunder or in
         connection therewith, (b) all rights of the Borrower to damages arising
         out of or for breach or default in respect  thereof,  (c) all rights of
         the Borrower to exercise all remedies thereunder, (d) all rights of the
         Borrower to receive and compel performance  thereunder,  (e) all rights
         of the Borrower to enter into any waiver or  amendment  thereof and (f)
         all other rights thereunder.

                  "Contractual Obligations":  as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.

                  "Corporate Trustee":  First Union National Bank, as Corporate
         Trustee under the Trust Agreement, and its successors pursuant to the
         Trust Agreement.

                  "Governmental Authority":  any nation or government, any state
         or other political subdivision thereof and any entity exercising execu-
         tive, legislative, judicial, regulatory or administrative functions of
         or pertaining to government.

                  "Individual Trustee":  Kenneth D. Benton, as Individual
         Trustee under the Trust Agreement, and his successors pursuant to the
         Trust Agreement.

                  "Lien":  any mortgage, pledge, hypothecation, assignment, de-
         posit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest of any kind or nature whatsoever.

                  "Notice of Enforcement":  as defined in the Trust Agreement.

                  "Patents":  (a) all letters patent of the United States or any
         other  country and all  reissues  and  extensions  thereof,  including,
         without limitation,  any thereof referred to in Schedule 2, and (b) all
         applications  for  letters  patent  of the  United  States or any other
         country  and all  divisions,  continuations  and  continuations-in-part
         thereof,  including,  without  limitation,  any thereof  referred to in
         Schedule 2.

                  "Patent License":  all agreements, whether written or oral,
         providing for the grant by or to the Borrower of any right to manufac-
         ture, use or sell any invention covered by a Patent, including, without
         limitation, any thereof referred to in Schedule 2.

                  "Permitted Lien":  with respect to any Collateral, any Lien
         permitted to exist on such Collateral without violating any Secured In-
         strument.

                  "Person":  an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Pledge Agreements":  the collective reference to (a) the
         Pledge Agreement, dated as of October 2, 1996, made by the Borrower and
         MinorCo, L.P. in favor of the Trustees and (b) any other pledge agree-
         ment made from time to time by the Borrower and MinorCo, L.P. in favor
         of the Trustees.

                  "Receivable":  any right to payment whether or not such right
         is evidenced by an Instrument or Chattel Paper and whether or not it
         has been earned by performance (including, without limitation, any
         Account).

                  "Requirement  of  Law":  as to  any  Person,  the  partnership
         agreement,  the  certificate  of  incorporation  and  by-laws  or other
         organizational  or governing  documents  of such  Person,  and any law,
         treaty,  rule  or  regulation,   or  determination,   judgment,   writ,
         injunction,  decree  or  order  of an  arbitrator  or a court  or other
         Governmental Authority, in each case applicable to or binding upon such
         Person or any of its  property  or to which  such  Person or any of its
         property is subject.

                  "Secured Obligations":  as defined in the Trust Agreement.

                  "Secured Obligation Commitments":  all commitments by Secured
         Parties to make loans or extend other credit to the Borrower that, when
         so made or extended, would constitute Secured Obligations.

                  "Secured Parties":  as defined in the Trust Agreement.

                  "Trademarks":  (a)  all  trademarks,  trade  names,  corporate
         names, company names, business names,  fictitious business names, trade
         styles,  service marks, logos and other source or business identifiers,
         and the  goodwill  associated  therewith,  now  existing  or  hereafter
         adopted or acquired,  all registrations and recordings thereof, and all
         applications  in  connection  therewith,  whether in the United  States
         Patent and Trademark  Office or in any similar  office or agency of the
         United States,  any State thereof or any other country or any political
         subdivision thereof, or otherwise,  including,  without limitation, any
         thereof referred to in Schedule 3, and (b) all renewals thereof.

                  "Trademark License":  any agreement, written or oral, provid-
         ing for the grant by or to the Borrower of any right to use any Trade-
         mark, including, without limitation, any thereof referred to in
         Schedule 3.

                  "Trust Agreement":  the Trust Agreement, dated as of October
         2, 1996, among the Borrower, the Corporate Trustee and the Individual
         Trustee, as the same may be amended, supplemented or otherwise modified
         from time to time.

                  "Trust Estate":  as defined in the Trust Agreement.

                  "Trustees":  the collective reference to the Corporate Trustee
         and the Individual Trustee.

                  "Voting Secured Obligations":  as defined in the Trust Agree-
ment.

                  B.  Other Definitional Provisions.   1.   The  words "hereof,"
"herein", "hereto" and "hereunder" and words of similar import when used in this
Agreement shall refer to this Agreement as  a  whole and not  to any  particular
provision  of  this  Agreement,  and  Section, subsection,  Annex  and  Schedule
references are to this Agreement unless otherwise specified.

                  2. The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

                  II. Grant of Security Interest. As collateral security for the
prompt and  complete  payment and  performance  when due  (whether at the stated
maturity, by acceleration or otherwise) of the Secured Obligations, the Borrower
hereby grants to the Trustees for the benefit of the Secured  Parties a security
interest in all of the  following  property  now owned or at any time  hereafter
acquired by the  Borrower or in which the Borrower now has or at any time in the
future  may  acquire   any  right,   title  or   interest   (collectively,   the
"Collateral"):

                  1.  all Accounts;

                  2.  all Chattel Paper;

                  3.  all Contracts;

                  4.  all Documents;

                  5.  all General Intangibles;

                  6.  all Instruments;

                  7.  all Patents;

                  8.  all Patent Licenses;

                  9.  all Trademarks;

                  10.  all Trademark Licenses;

                  11.  all books and records pertaining to the Collateral; and

                  12.  to the extent not otherwise included, all Proceeds and
         products of any and all of the foregoing and all collateral security
         and guarantees given by any Person with respect to any of the
         foregoing;

provided,  however,  that the Collateral  shall not include the Collateral under
(and as defined in) the Pledge Agreements.

                  III.  Representations and Warranties.  The Borrower hereby
represents and warrants that:

                  A. Power and Authority. The Borrower has the partnership power
and  authority  and the legal  right to execute  and  deliver,  to  perform  its
obligations under, and to grant the security interest in the Collateral pursuant
to, this Agreement and has taken all necessary  partnership  action to authorize
its execution,  delivery and performance of, and grant of the security  interest
in the Collateral pursuant to, this Agreement.

                  B. No Other Liens. Except for the security interest granted to
the Trustees  pursuant to this Agreement and Permitted  Liens, the Collateral is
free and clear of any Liens. No security agreement, financing statement or other
public notice with respect to all or any part of the Collateral is on file or of
record in any  public  office,  except  such as have been  filed in favor of the
Corporate  Trustee  pursuant to this Agreement or as have been filed or recorded
in connection with Permitted Liens.

                  C. Enforceable Obligation;  Perfected, First Priority Security
Interests.  This Agreement  constitutes a legal, valid and binding obligation of
the Borrower,  enforceable in accordance with its terms,  subject to the effects
of  bankruptcy,  insolvency,  reorganization,  moratorium and other similar laws
relating  to  or  affecting  creditors'  rights  generally,   general  equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.  The security interests granted
pursuant to this  Agreement 1. upon  completion of the filings and other actions
specified  on Schedule 4 will  constitute  perfected  security  interests in the
Collateral as collateral  security for the Secured  Obligations and 2. are prior
to all other Liens on the  Collateral in existence on the date hereof except for
any  Permitted  Liens that may be  permitted  to have  priority  pursuant to the
Secured Instruments.

                  D. No Violation.  The execution,  delivery and  performance of
this Agreement will not violate,  result in a default under, or give rise to any
acceleration, prepayment, repurchase or redemption obligation of the Borrower or
any of its  Restricted  Subsidiaries  as a result of, any  Requirement of Law or
Contractual Obligation of the Borrower or of any of its Restricted  Subsidiaries
and will not result in, or require,  the creation or  imposition  of any Lien on
any of its or their  respective  properties  or  revenues  pursuant  to any such
Requirement  of Law or  Contractual  Obligation,  except the security  interests
created hereby.

                  E. No  Consents  Required.  No  consent or  authorization  of,
filing with, or other act by or in respect of, any  arbitrator  or  Governmental
Authority and no consent of any other Person, is required in connection with the
execution, delivery,  performance,  validity or enforceability of this Agreement
other than any of the foregoing  that have been obtained or made and are in full
force and effect.

                  F.  Chief Executive Office.  The Borrower's chief executive
office is located at either 4717 Grand Avenue, Kansas City, Missouri 64112 or
4900 Main Street, Kansas City, Missouri 64112.

                  G.  Farm Products.  None of the Collateral constitutes, or is
the Proceeds of, Farm Products.

                  H. Accounts. No Receivable of the Borrower is evidenced by any
Instrument or Chattel Paper which has not been delivered to the Agent, except to
the extent that such  Instruments  or Chattel Paper would not be required by any
Secured Instrument to constitute  Collateral.  The Borrower's records concerning
the Accounts will be maintained in the state in which its chief executive office
is  located  or in such  other  state in which  the  Borrower  has filed any UCC
financing statements required to perfect the Trustee's security interest in such
Accounts.

                  IV.  Covenants.  The Borrower covenants and agrees that, from
and after the date of this Agreement until the Secured Obligations shall have
been paid and performed in full and the Secured Obligation Commitments are ter-
minated:

                  A.  Limitation on Dispositions and Liens; Further Documenta-
tion.  1.  The Borrower will not sell, transfer, lease or otherwise dispose of
any of the Collateral, except as permitted by the Secured Instruments.

                   2. The Borrower will not create, incur or permit to exist any
Lien or claim on or to the Collateral, other than the security interests created
hereby and the Permitted Liens,  will maintain the security  interest created by
this  Agreement as a perfected  security  interest  having at least the priority
described  in  subsection  3.3 and will defend such  security  interest  against
claims and demands of all Persons whomsoever.

                  3. At any time and from time to time,  at the sole  expense of
the  Borrower,  the  Borrower  will  promptly  and duly execute and deliver such
further  instruments  and  documents  and take such  further  actions  as may be
necessary or as the Corporate Trustee may reasonably  request (provided that the
Corporate  Trustee  shall not be required to make any such request  unless given
direction to do so by a Holder  Representative  or the Required Secured Parties)
for the purpose of obtaining or preserving  the full benefits of this  Agreement
and of the rights and powers herein granted, including,  without limitation, the
filing of any financing or continuation  statements under the Uniform Commercial
Code in  effect in any  jurisdiction  with  respect  to the  security  interests
created hereby.

                  B. Delivery of  Instruments.  If any Collateral is or shall be
or become  evidenced by any  Instrument  or Chattel  Paper,  such  Instrument or
Chattel  Paper shall be  immediately  delivered to the Corporate  Trustee,  duly
indorsed in a manner  satisfactory  to the Corporate  Trustee,  to be held by it
under the Trust Agreement as collateral for the Secured  Obligations,  except to
the extent that such  Instrument  or Chattel  Paper would not be required by any
Secured Instrument to constitute Collateral.

                  C. Changes in  Locations,  Name,  etc.  The Borrower  will not
change  the  location  of its chief  executive  office  from that  specified  in
subsection  3.6 or change its name,  identity or corporate  structure to such an
extent that any  financing  statement  filed in connection  with this  Agreement
would become  seriously  misleading,  unless,  in each such case,  it shall have
given the Corporate  Trustee at least 30 days prior written  notice  thereof and
caused  to be  filed  such  financing  statement  amendments,  or new  financing
statements,  as shall be required to continue the perfection and priority of the
Trustees' security interest hereunder.

                  D.  Notices.  The Borrower will advise the Corporate Trustee
promptly upon becoming aware thereof, in reasonable detail, at its address for
notices provided for in the Trust Agreement, of any Lien (other than security
interests created hereby or Permitted Liens) on any of the Collateral.

                  E.  Indemnification.  The Borrower  agrees to pay, and to hold
the Trustees and the Secured  Parties  harmless from,  any and all  liabilities,
costs and expenses  (including,  without  limitation,  reasonable legal fees and
expenses)  (i) with respect to, or resulting  from any delay in paying,  any and
all  excise,  sales or other  taxes  which may be  payable or  determined  to be
payable  with  respect  to any of the  Collateral,  (ii)  with  respect  to,  or
resulting from, any delay in complying with any Requirement of Law applicable to
any of the  Collateral  or (iii)  in  connection  with  any of the  transactions
contemplated  by this  Security  Agreement.  In any suit,  proceeding  or action
brought  by any  Trustee  under  any  Account  or  Contract  for any  sum  owing
thereunder,  or to  enforce  any  provisions  of any  Account or  Contract,  the
Borrower will indemnify and hold the Trustees and the Secured  Parties  harmless
from and against all expenses, loss or damage suffered by reason of any defense,
setoff  counterclaim,  recoupment  or reduction or liability  whatsoever  of the
account debtor or obligor thereunder, arising out of a breach by the Borrower of
any obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such account  debtor or obligor or
its successors from the Borrower.

                  F. Maintenance of Records. The Borrower will keep and maintain
at its own cost and expense satisfactory and complete records of the Collateral,
including, without limitation, a record of all payments received and all credits
granted  with  respect to the  Accounts.  The  Borrower  will mark its books and
records pertaining to the Collateral to evidence this Security Agreement and the
security interests granted hereby.

                  G. Right of  Inspection.  The Trustees shall at all times have
full and free access during normal business hours and upon reasonable  notice to
all the books,  correspondence  and  records  of the  Borrower  relating  to the
Collateral,  and the  Trustees and their  representatives  may examine the same,
take extracts therefrom and make photocopies thereof, and the Borrower agrees to
render to the Trustees,  at the Borrower's cost and expenses,  such clerical and
other assistance as may be reasonably requested with regard thereto.

                  H. Payment of Taxes and Other Accounts.  The Borrower will pay
promptly  when due all taxes,  assessments  and  governmental  charges or levies
imposed upon the Collateral or in respect of its income or profits therefrom, as
well as all claims of any kind (including, without limitation, claims for labor,
materials and supplies)  against or with respect to the Collateral  which have a
reasonable likelihood of adverse determination,  except that no such charge need
be paid if (i) the validity or amount  thereof is being  contested in good faith
by appropriate  proceedings,  (ii) such  proceedings do not involve any material
danger of the sale, forfeiture or loss of any material portion of the Collateral
or any interest therein and (iii) such charge is adequately  reserved against on
the Borrower's books in accordance with GAAP.

                  I.  Liens  on   Collateral.   The  Borrower  will  defend  the
Collateral  against,  and will take such other action as is necessary to remove,
any Lien or claim on or to the  Collateral,  other than the Liens created hereby
and other than Permitted Liens, and will defend the right, title and interest of
the Trustees and the Secured Parties in and to any of the Collateral against the
claims and demands of all Persons whomsoever.

                  J. Further  Identification  of  Collateral.  The Borrower will
furnish to the  Trustees  from time to time  statements  and  schedules  further
identifying  and  describing the Collateral and such other reports in connection
with the  Collateral as the Corporate  Trustee may  reasonably  request,  all in
reasonable detail.

                  K.  Acknowledgements and Consents.  The Borrower will deliver
to the Trustees on the date hereof Acknowledgement and Consents, substantially
in the form of Annex I, in respect of the Sprint Trademark Agreement, the Lucen
Agreement and the Nortel Agreement (as such terms are defined in Schedule 1),
duly executed by Sprint Communications Company, L.P., Lucent Technologies Inc.
and Northern Telecom Inc., respectively.

                  V.  Provisions Relating to Receivables.

                  A. Borrower Remains Liable under Receivables.  Anything herein
to the contrary notwithstanding,  the Borrower shall remain liable under each of
the  Receivables to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement  giving rise to each such  Receivable.  Neither the  Trustees  nor any
Secured Party shall have any  obligation or liability  under any  Receivable (or
any agreement giving rise thereto) by reason of or arising out of this Agreement
or the receipt by the Trustees or any Secured  Party of any payment  relating to
such Receivable  pursuant hereto, nor shall the Trustees or any Secured Party be
obligated in any manner to perform any of the  obligations of the Borrower under
or pursuant to any  Receivable (or any agreement  giving rise thereto),  to make
any  payment,  to make any  inquiry as to the nature or the  sufficiency  of any
payment  received by it or as to the sufficiency of any performance by any party
under any Receivable (or any agreement giving rise thereto),  to present or file
any claim,  to take any  action to enforce  any  performance  or to collect  the
payment of any amounts  which may have been assigned to it or to which it may be
entitled at any time or times.

                  B.  Representations and Warranties.  No Receivable shall be
evidenced by any Instrument which is not delivered to the Corporate Trustee in
the manner required by subsection 4.2.

                  C.  Covenants.  Other than in the ordinary course of business,
 the Borrower will not (i) grant any extension of the time of payment of any Re-
ceivable, (ii) compromise or settle any Receivable for less than the full amount
thereof, (iii) release, wholly or partially, any Person liable for the payment
of any Receivable, (iv) allow any credit or discount whatsoever on any Receiv-
able, or (v) amend, supplement or modify any Receivable in any manner that could
 adversely affect the value of any material amount of Receivables.

                  D.  Notice of Enforcement.  If a Notice of Enforcement is in
effect, the Borrower shall, if so directed by the Corporate Trustee (who shall
give such direction only if required to do so by the Required Secured Parties)
or if an Automatic Acceleration Event (as defined below) has occurred:

                  1.  instruct  all account  debtors and parties to Contracts to
         make all payments in respect of Receivables to the Enforcement Proceeds
         Sub-Account; and the Borrower shall have the right and privilege to and
         may and will,  and the  Trustees  hereby  authorize  the  Borrower  to,
         enforce,  compromise and collect amounts owing on the Receivables,  for
         the benefit of the Trustees and the Secured Parties,  at the expense of
         the   Borrower,   provided   that  such  right  and   privilege   shall
         automatically be suspended upon the occurrence of any event that by the
         terms of any  Secured  Instrument  or Secured  Instruments  pursuant to
         which  more  than 50% of the  aggregate  amount of the  Voting  Secured
         Obligations are  outstanding  would result in any amounts in respect of
         any  outstanding  extensions  of credit under such  Secured  Instrument
         becoming due and payable prior to their stated  maturity  automatically
         and  without  notice or other  action by the  Secured  Party or Secured
         Parties  under such  Secured  Instrument  (an  "Automatic  Acceleration
         Event"); and

                  2.  with  respect  to any  Proceeds  that  are  not  deposited
         directly into the Enforcement  Proceeds  Sub-Account in accordance with
         paragraph (a) above, when collected by the Borrower, whether consisting
         of cash,  checks,  notes,  drafts,  bills of  exchange,  money  orders,
         commercial paper of any kind whatsoever or other documents, received in
         payment of any Receivable or otherwise shall be immediately turned over
         by the  Borrower  to the  Corporate  Trustee,  in  precisely  the  form
         received,  except for its endorsement  when required,  and until turned
         over shall be deemed to be held in trust by the Borrower for and as the
         Corporate  Trustee's  property,  and shall be held  separately from the
         Borrower's  other funds.  Such Proceeds shall continue to be collateral
         security  for all of the  Secured  Obligations  and shall be applied in
         accordance with the Trust Agreement.

                  VI.  Provisions Relating to Contracts.

                  A. Borrower Remains Liable under Contracts. Anything herein to
the contrary notwithstanding, the Borrower shall remain liable under each of the
Contracts  to observe and  perform  all the  conditions  and  obligations  to be
observed and performed by it thereunder,  all in accordance with and pursuant to
the terms and provisions of such Contract.  Neither the Trustees nor any Secured
Party shall have any obligation or liability  under any Contract by reason of or
arising out of this Agreement or the receipt by the Trustees or any such Secured
Party of any payment or performance  relating to such Contract  pursuant hereto,
nor shall the  Trustees  or any  Secured  Party be  obligated  in any  manner to
perform  any of the  obligations  of  the  Borrower  under  or  pursuant  to any
Contract,  to make any  payment,  to make any  inquiry  as to the  nature or the
sufficiency  of  any  payment  received  by it or as to the  sufficiency  of any
performance  by any party under any Contract,  to present or file any claim,  to
take any action to enforce  any  performance  or to collect  the  payment of any
amounts which may have been assigned to it or to which it may be entitled at any
time or times.

                  B.  Communication  With  Contracting  Parties.  The  Corporate
Trustee  in its own name or in the name of others  may at any time when a Notice
of Enforcement is in effect  communicate  with parties to the Contracts and with
account debtors to verify with them to the Corporate Trustee's  satisfaction the
existence, amount and terms of any Contracts or Receivables.

                  C.  Covenants.  1.  The Borrower will perform and comply in
all material respects with all its obligations under all material Contracts.

                  2.  Except to the extent that no Secured  Instrument  would be
violated thereby,  the Borrower will not amend,  modify,  terminate or waive any
provision of any Contract in any manner  which could  reasonably  be expected to
materially adversely affect the value of such Contract as Collateral.

                  D.  Notice  of  Enforcement.  At any  time  that a  Notice  of
Enforcement is in effect, the Corporate Trustee may at its option (but shall not
be  obligated to do so in the absence of a direction  from the Required  Secured
Parties),  without  notice to or  demand  upon the  Borrower  (both of which are
hereby  waived for the  purpose of this  subsection),  in  addition to all other
rights and remedies  provided under the Trust Agreement,  this Agreement and the
other Security Documents, in its own name or the name of the Borrower,  perform,
demand,  exercise any of the rights of the Borrower under, agree to waive, amend
or modify any provision  of, sue upon or otherwise  enforce the Contracts to the
same extent as if the  Corporate  Trustee were the party named in the  Contract,
and exercise all other rights of the Borrower under the Contracts in such manner
as it may determine.

                  VII.  Provisions Relating to Copyrights, Patents and Trade-
marks.

                  A.  Representations and Warranties.  The Borrower represents
and warrants that:  1.  The Borrower does not own any material copyrights or
copyright licenses in its own name as of the date hereof. Schedule 2 includes
all Patents and Patent Licenses owned by the Borrower in its own name on the
date hereof.

                  2.  Schedule 3 includes all Trademarks and Trademark Licenses
owned by the Borrower in its own name on the date hereof.

                  3. To the best of the  Borrower's  knowledge,  each Patent and
Trademark is on the date hereof valid,  subsisting,  unexpired,  enforceable and
has not been abandoned.

                  4.  Except as set forth in either  Schedule 2 or  Schedule  3,
none of such  Patents  and  Trademarks  is on the date hereof the subject of any
licensing or franchise agreement.

                  5.  No action or proceeding is pending on the date hereof
a. seeking to limit, cancel or question the validity of any material Patent or
Trademark owned by or licensed to the Borrower, or b. which, if adversely deter-
mined, would have a material adverse effect on the value of any material Patent
or Trademark.

                  B.  Covenants.  1.  The Borrower (either itself or through li-
censees) will (i) continue to use each material Trademark in order to maintain
such Trademark in full force free from any claim of abandonment for non-use,
(ii) maintain as in the past the quality of products and services offered under
such Trademark, (iii) employ such Trademark with the appropriate notice of regi-
stration, (iv) not adopt or use any mark which is confusingly similar or a
colorable imitation of such Trademark unless the Trustees shall obtain a per-
fected security interest in such mark pursuant to this Agreement, and (v) not
(and not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby such Trademark may become invalidated.

                  2.  The Borrower will not do any act, or omit to do any act,
whereby any material Patent may become abandoned or dedicated.

                  3. The Borrower will notify the Corporate  Trustee promptly if
it knows, or has reason to know,  that any application or registration  relating
to any material Patent or material  Trademark may become abandoned or dedicated,
or of any adverse determination or development  (including,  without limitation,
the institution of, or any such  determination or development in, any proceeding
in the United States Patent and Trademark Office or any court or tribunal in any
country)  regarding the Borrower's  ownership of any material Patent or material
Trademark or its right to register the same or to keep and maintain the same.

                  4.  Whenever  the  Borrower,  either by itself or through  any
agent,  employee,  licensee  or  designee,  shall  file an  application  for the
registration of any material Patent or material Trademark with the United States
Patent and  Trademark  Office,  the  Borrower  shall  report  such filing to the
Corporate  Trustee and the Secured Parties within thirty Business Days after the
last day of the fiscal quarter in which such filing occurs.  Upon request of any
Holder Representative  (transmitted through the Corporate Trustee), the Borrower
shall execute and deliver any and all agreements,  instruments,  documents,  and
papers as such Holder  Representative  may  reasonably  request to evidence  the
Trustees' and the Secured Parties'  security  interest in any material Patent or
material  Trademark  and the  goodwill and general  intangibles  of the Borrower
relating  thereto or represented  thereby,  and the Borrower hereby  constitutes
each Trustee as its  attorney-in-fact  to execute and file all such writings for
the  foregoing  purposes,  all acts of such attorney  being hereby  ratified and
confirmed;  such power being coupled with an interest is  irrevocable  until the
Secured Obligations are paid in full and the Secured Obligation  Commitments are
terminated.

                  5. The Borrower will take all reasonable and necessary  steps,
including, without limitation, in any proceeding before the United States Patent
and Trademark  Office,  or any similar  office or agency in any other country or
any political  subdivision thereof, to maintain and pursue each application (and
to obtain the relevant  registration)  and to maintain each  registration of the
material Patents and material Trademarks,  including, without limitation, filing
of   applications   for   renewal,   affidavits   of  use  and   affidavits   of
incontestability.

                  6. In the event that any Patent or  Trademark  included in the
Collateral  is  infringed,  misappropriated  or  diluted by a third  party,  the
Borrower shall  promptly  notify the Trustees after it learns thereof and shall,
unless the Borrower shall reasonably  determine that such Patent or Trademark is
immaterial to the Borrower  (which  determination  the Borrower  shall  promptly
report to the  Trustees),  promptly sue for  infringement,  misappropriation  or
dilution, to seek injunctive relief where appropriate and to recover any and all
damages for such infringement, misappropriation or dilution, and take such other
actions  as  the  Borrower  shall   reasonably   deem   appropriate   under  the
circumstances to protect such Patent or Trademark.

                  VIII.  Remedies.

                  A. Notice to Obligors and Contract  Parties.  Upon the request
of the  Corporate  Trustee  (given  at the  direction  of the  Required  Secured
Parties) at any time when a Notice of  Enforcement  is in effect,  the  Borrower
shall notify  obligors on the  Receivables and parties to the Contracts that the
Receivables  and the Contracts have been assigned to the Trustees  hereunder and
that  payments  in  respect  thereof  shall be made  directly  to the  Corporate
Trustee.

                  B.  Proceeds  to be Turned  Over To  Corporate  Trustee.  If a
Notice of  Enforcement  is in  effect  all  Proceeds  received  by the  Borrower
consisting  of cash,  checks  and  other  near-cash  items  shall be held by the
Borrower in trust for the Secured  Parties,  segregated  from other funds of the
Borrower,  and shall,  forthwith upon receipt by the Borrower, be turned over to
the Corporate  Trustee in the exact form received by the Borrower (duly indorsed
by the Borrower to the Corporate Trustee, if required) and held by the Corporate
Trustee under the Trust Agreement.

                  C.  Code  Remedies.  If a Notice  of  Enforcement  shall be in
effect,  the  Trustees,  on behalf of the  Secured  Parties,  may  exercise,  in
addition to all other rights and remedies  granted to them in this Agreement and
in any other  instrument  or agreement  securing,  evidencing or relating to the
Secured Obligations,  all rights and remedies of a secured party under the Code.
Without limiting the generality of the foregoing,  the Trustees,  without demand
of performance or other demand, presentment, protest, advertisement or notice of
any kind  (except any notice  required by law  referred to below) to or upon the
Borrower  or any  other  Person  (all  and  each  of  which  demands,  defenses,
advertisements   and  notices  are  hereby  expressly   waived),   may  in  such
circumstances  forthwith  collect,  receive,  appropriate  and realize  upon the
Collateral,  or any part thereof, and/or may forthwith sell, lease, assign, give
option  or  options  to  purchase,  or  otherwise  dispose  of and  deliver  the
Collateral or any part thereof (or contract to do any of the foregoing),  in one
or more parcels at public or private sale or sales,  at any  exchange,  broker's
board or office of the  Trustees or any  Secured  Party or  elsewhere  upon such
terms and  conditions as it may deem advisable and at such prices as it may deem
best,  for cash or on credit or for future  delivery  without  assumption of any
credit  risk.  The  Trustees or any Secured  Party shall have the right upon any
such public sale or sales,  and, to the extent  permitted by law,  upon any such
private sale or sales,  to purchase the whole or any part of the  Collateral  so
sold, free of any right or equity of redemption in the Borrower,  which right or
equity is  hereby  waived or  released.  The  Borrower  further  agrees,  at the
Corporate Trustee's request, to assemble the Collateral and make it available to
the Trustees at places which the Trustees shall  reasonably  select,  whether at
the Borrower's premises or elsewhere.  The Corporate Trustee shall apply the net
proceeds of any action taken pursuant to this subsection in the manner specified
in the Trust Agreement.  To the extent permitted by applicable law, the Borrower
waives all claims,  damages and demands it may acquire  against the  Trustees or
any Secured Party  arising out of the exercise by them of any rights  hereunder.
If any notice of a proposed sale or other  disposition  of  Collateral  shall be
required by law, such notice shall be deemed  reasonable  and proper if given at
least 10 days before such sale or other disposition.

                  IX.  Corporate Trustee's Appointment as Attorney-in-Fact; Cor-
porate Trustee's Performance of Borrower's Obligations.

                  A.  Powers.  The Borrower hereby irrevocably constitutes and
appoints the Corporate Trustee and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of the Borrower and in the name of
the Borrower or in its own name, from time to time in the Corporate Trustee's
discretion for the purpose of carrying out the terms of this Agreement, to take
any and all appropriate action and to execute any and all documents and instru-
ments which may be necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, the Borrower
hereby gives the Corporate Trustee the power and right, on behalf of and at the
sole expense of the Borrower, without notice to or assent by the Borrower, to do
 any or all of the following:

                           1. at any time  when a Notice  of  Enforcement  is in
         effect, in the name of the Borrower or its own name, or otherwise, take
         possession  of and  indorse and  collect  any  checks,  drafts,  notes,
         acceptances  or other  instruments  for the payment of moneys due under
         any Receivable or Contract or with respect to any other  Collateral and
         file any claim or take any other action or  proceeding  in any court of
         law or equity or otherwise deemed  appropriate by the Corporate Trustee
         for the  purpose of  collecting  any and all such  moneys due under any
         Receivable or Contract or with respect to any other Collateral whenever
         payable;

                           2. in the case of any  Patent or  Trademark,  execute
         and deliver any and all agreements,  instruments, documents, and papers
         as  the  Corporate  Trustee  may  request  to  evidence  the  Corporate
         Trustee's and the Secured Parties'  security interest in such Patent or
         Trademark  and the  goodwill  and general  intangibles  of the Borrower
         relating thereto or represented thereby;

                           3.  pay or discharge taxes and Liens levied or placed
         on or threatened against the Collateral, effect any repairs or any in-
         surance called for by the terms of this Agreement and to pay all or any
         part of the premiums therefor and the costs thereof;

                           4.  execute, in connection with the sale provided for
         in subsection 8.3, any indorsements, assignments or other instruments
         of conveyance or transfer with respect to the Collateral; and

                           5. at any time  when a Notice  of  Enforcement  is in
         effect  (i) direct any party  liable for any  payment  under any of the
         Collateral  to make  payment of any and all moneys due or to become due
         thereunder  directly  to the  Corporate  Trustee  or as  the  Corporate
         Trustee shall direct; (ii) ask or demand for, collect,  receive payment
         of and receipt for, any and all moneys, claims and other amounts due or
         to  become  due  at  any  time  in  respect  of or  arising  out of any
         Collateral;   (iii)  commence  and  prosecute  any  suits,  actions  or
         proceedings at law or in equity in any court of competent  jurisdiction
         to collect the Collateral or any thereof and to enforce any other right
         in  respect  of  any  Collateral;  (iv)  defend  any  suit,  action  or
         proceeding brought against the Borrower with respect to any Collateral;
         (v) settle,  compromise  or adjust any such suit,  action or proceeding
         and, in connection  therewith,  to give such  discharges or releases as
         the Corporate Trustee may deem appropriate;  (vi) use (and the Borrower
         hereby grants a license to the  Corporate  Trustee for such purpose) or
         assign,  or grant  licenses  with  respect to, any Patent or  Trademark
         (along with the  goodwill  of the  business to which any such Patent or
         Trademark  pertains),  and, to the extent  permitted  under  applicable
         Contractual  Obligations and Requirements of Law, any Patent License or
         Trademark License, throughout the world for such term or terms, on such
         conditions,  and in such manner,  as the Corporate Trustee shall in its
         sole discretion determine; (vii) sign and indorse any invoices, freight
         or express  bills,  bills of lading,  storage  or  warehouse  receipts,
         drafts against debtors, assignments,  verifications,  notices and other
         documents  in  connection  with  any  of  the  Collateral;  and  (viii)
         generally,  sell, transfer,  pledge and make any agreement with respect
         to or otherwise deal with any of the Collateral as fully and completely
         as though the Corporate Trustee were the absolute owner thereof for all
         purposes,  and do, at the Corporate Trustee's option and the Borrower's
         expense,  at any time, or from time to time,  all acts and things which
         the Corporate  Trustee deems necessary to protect,  preserve or realize
         upon  the  Collateral  and the  Corporate  Trustee's  and  the  Secured
         Parties'  security  interests  therein and to effect the intent of this
         Agreement, all as fully and effectively as the Borrower might do.

                  B. Performance by Corporate Trustee of Borrower's Obligations.
If the Borrower fails to perform or comply with any of its agreements  contained
herein, the Corporate  Trustee,  at its option, but without any obligation so to
do, may perform or comply,  or otherwise cause  performance or compliance,  with
such agreement, and the expenses of the Corporate Trustee incurred in connection
with such  performance  or  compliance  shall be payable by the  Borrower to the
Corporate  Trustee on demand and shall constitute  Secured  Obligations  secured
hereby.

                  C. Ratification;  Power Coupled With An Interest. The Borrower
hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue  hereof.  All  powers,  authorizations  and  agencies  contained  in this
Agreement are coupled with an interest and are irrevocable  until this Agreement
is terminated and the security interests created hereby are released.

                  X. Duty of Corporate  Trustee.  The Corporate  Trustee's  sole
duty with respect to the custody,  safekeeping and physical  preservation of the
Collateral  in its  possession,  under  Section  9-207 of the Code or otherwise,
shall be to deal with it in the same manner as the Corporate  Trustee deals with
similar property for its own account. Neither the Corporate Trustee, any Secured
Party nor any of their respective officers, directors, employees or agents shall
be liable for failure to demand,  collect or realize upon any of the  Collateral
or for any  delay  in doing so or  shall  be  under  any  obligation  to sell or
otherwise  dispose of any  Collateral  upon the  request of the  Borrower or any
other  Person  or to  take  any  other  action  whatsoever  with  regard  to the
Collateral or any part thereof.  The powers  conferred on the Corporate  Trustee
and the Secured Parties hereunder are solely to protect the Corporate  Trustee's
and the Secured  Parties'  interests in the  Collateral and shall not impose any
duty upon the  Corporate  Trustee  or any  Secured  Party to  exercise  any such
powers.  The Corporate Trustee and the Secured Parties shall be accountable only
for  amounts  that they  actually  receive as a result of the  exercise  of such
powers,  and neither  they nor any of their  officers,  directors,  employees or
agents  shall be  responsible  to the  Borrower  for any act or  failure  to act
hereunder, except for their own gross negligence or willful misconduct.

                  XI.  Execution  of Financing  Statements.  Pursuant to Section
9-402 and 9-403 of the Code, the Borrower  authorizes  the Corporate  Trustee to
file  financing  statements  and  continuation  statements  with  respect to the
Collateral without the signature of the Borrower in such form and in such filing
offices as the Corporate Trustee  reasonably  determines  appropriate to perfect
the security  interests of the  Corporate  Trustee  under this  Agreement and to
cause any financing statement relating to the Collateral to not lapse;  provided
that the Corporate  Trustee shall not be required to take any such action unless
directed to do so by a Holder  Representative or the Required Secured Parties. A
carbon, photographic or other reproduction of this Agreement shall be sufficient
as a financing statement for filing in any jurisdiction.

                  XII. Authority of Corporate Trustee. The Borrower acknowledges
that the  rights  and  responsibilities  of the  Corporate  Trustee  under  this
Agreement  with  respect to any  action  taken by the  Corporate  Trustee or the
exercise or non-exercise by the Corporate  Trustee of any option,  voting right,
request,  judgment or other right or remedy  provided for herein or resulting or
arising out of this Agreement  shall,  as between the Corporate  Trustee and the
Secured Parties, be governed by the Trust Agreement and by such other agreements
with  respect  thereto as may exist from time to time among the Secured  Parties
and the  Corporate  Trustee,  but,  as between  the  Corporate  Trustee  and the
Borrower,  the Corporate Trustee shall be conclusively  presumed to be acting as
agent for the Secured Parties with full and valid authority so to act or refrain
from acting, and the Borrower shall be under no obligation,  or entitlement,  to
make any inquiry respecting such authority.

                  XIII.  Notices.  All notices, requests and demands to or upon
the Corporate Trustee or the Borrower to be effective shall be in writing (in-
cluding by facsimile transmission) and shall be deemed to have been duly given
or made (a) the case of delivery by hand, when delivered, (b) in the case of de-
livery by mail, five days after being deposited in the mails by certified mail,
return receipt requested, or (c) in the case of delivery by facsimile tran-
mission, when received in legible form, in each case addressed as follows or to
such other address as may be hereafter notified by the respective parties here-
to:

                           (a)  if to the Corporate Trustee, at its address or
         transmission number for notices specified in subsection 9.1 of the
         Trust Agreement; and

                           (b)  if  to  the   Borrower,   at  its   address   or
         transmission  number for notices  specified  in  subsection  9.1 of the
         Trust Agreement.

                  XIV.  Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without in-
validating the remaining provisions hereof, and any such prohibition or unen-
forceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.

                  XV.  Amendments in Writing; No Waiver; Cumulative Remedies.

                  A.  Amendments in Writing.  None of the terms or provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
by a written  instrument  executed by the Borrower and the Corporate  Trustee in
accordance with the Secured  Instruments and Section 9.3 of the Trust Agreement,
provided  that any  provision  of this  Agreement  imposing  obligations  on the
Borrower may be waived by the Corporate  Trustee in accordance  with the Secured
Instruments  and the  terms  of the  Trust  Agreement  in a  written  instrument
executed by the Corporate Trustee.

                  B. No  Waiver  by Course of  Conduct.  Neither  the  Corporate
Trustee nor any Secured  Party shall by any act (except by a written  instrument
pursuant to subsection 15.1 hereof), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy  hereunder or to have  acquiesced with
respect to any Notice of Enforcement.  No failure to exercise,  nor any delay in
exercising,  on the part of the  Corporate  Trustee or any  Secured  Party,  any
right, power or privilege hereunder shall operate as a waiver thereof. No single
or partial  exercise of any right,  power or privilege  hereunder shall preclude
any other or further exercise thereof or the exercise of any other right,  power
or  privilege.  A waiver by the  Corporate  Trustee or any Secured  Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy  which the  Corporate  Trustee or such  Secured  Party would
otherwise have on any future occasion.

                  C.  Remedies Cumulative.  The rights, powers and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights, powers or remedies provided by law.

                  XVI.  No-Recourse. No claim may be made under this Agreement
against any of the direct or indirect partners of the Borrower for the payment
of any amounts payable by the Borrower hereunder; provided that this Section
shall not in any way limit the Trustees' right to make any claim against any
such direct or indirect partner under any contract that any of such party may
have entered into with the Borrower to the extent that the rights under such
contract constitute Collateral.

                  XVII.  Submission to Jurisdiction; Waivers.  The Borrower
hereby irrevocably and unconditionally:

                  1.  submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement of any
judgment in respect thereof,  to the non-exclusive  general  jurisdiction of the
Courts of the State of New York,  the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;

                  2. consents that any such action or proceeding  may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or  proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  3.  agrees  that  service  of  process  in any such  action or
proceeding  may be effected by mailing a copy thereof by registered or certified
mail (or any  substantially  similar  form of  mail),  postage  prepaid,  to the
Borrower at its address  set forth  under its  signature  below or at such other
address of which the Trustees shall have been notified pursuant hereto; and

                  4.  agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction.

                  XVIII.  Section Headings.  The Section and subsection headings
used in this Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in the interpreta-
tion hereof.

                  XIX.  Successors and Assigns.  This Agreement shall be binding
upon the  successors  and assigns of the Borrower and shall inure to the benefit
of the  Trustees  and the Secured  Parties  and their  successors  and  assigns,
provided that the Borrower shall not assign its rights or obligations under this
Agreement except by operation of law to the extent not prohibited by the Secured
Instruments.

                  XX.  Governing Law.  This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of the State of New York.

                  XXI.  The Trustees.  Notwithstanding anything herein to the
contrary, the obligations of the Trustees hereunder are subject to the rights,
privileges and protections of the Trust Agreement.

                  XXII.  Termination.  This Agreement will remain in full force
and effect until the Secured Obligations are paid in full and all Secured Obli-
gation Commitments are terminated.


<PAGE>



                  IN WITNESS WHEREOF,  the undersigned has caused this Agreement
to be duly executed and delivered as of the date first above written.

                                               SPRINT SPECTRUM L.P.,

                                               By:  Sprint Spectrum Holding
                                                      Company, L.P.,
                                                      its general partner


                                               By:  /s/ Robert E. Sleet, Jr.
                                               Title: Treasurer



<PAGE>


                                                                      SCHEDULE 1
                                    CONTRACTS


1.   Amended and Restated Capital Contribution Agreement, dated as of October 2,
     1996,  among  Sprint   Corporation,   Tele-Communications,   Inc.,  Comcast
     Corporation, Cox Communications, Inc. and Spring Spectrum L.P.

2.   Amended  and  Restated  Sprint  Trademark  License  Agreement,  dated as of
     January 31, 1996, between Sprint  Communications  Company,  L.P. and Sprint
     Spectrum L.P. (formerly MajorCo., L.P.) (the "Sprint Trademark Agreement").

3.   Funding  Agreement,  dated as of October 2, 1996,  between Sprint  Spectrum
     L.P. and WirelessCo., L.P.

4.   Funding  Agreement,  dated as of October 2, 1996,  between Sprint  Spectrum
     L.P. and Sprint Spectrum Equipment Company, L.P.

5.   Funding  Agreement,  dated as of October 2, 1996,  between Spring  Spectrum
     L.P. and Sprint Spectrum Realty Company, L.P.

6.   Procurement and Services  Contract,  dated as of January 31, 1996,  between
     Sprint Spectrum L.P. (formerly MajorCo,  L.P.) and Lucent Technologies Inc.
     (formerly AT&T Corp.) (the "Lucent Agreement").

7.   Procurement and Services  Contract,  dated as of January 31, 1996,  between
     Sprint Spectrum L.P.  (formerly  MajorCo,  L.P.) and Northern  Telecom Inc.
     (the "Nortel Agreement").

<PAGE>


                                                                      SCHEDULE 2


                                     PATENTS

                                    - None -



                                PATENTS LICENSES

1.       The Borrower has a licensed right to use patents under the Purchase and
         Supply  Agreement,  dated June 21, 1996,  among the Borrower,  QUALCOMM
         Personal Electronics, QUALCOMM Incorporated and Sony Electronics, Inc.

2.       In  addition,  under the first  sale  doctrine,  the  Borrower  has the
         purchaser  rights  to  use  patents  on  routine  office  equipment  it
         acquires,  such as personal  computers and copy  machines,  but has not
         endeavored to list such patents on this Schedule 2.


<PAGE>


                                                                      SCHEDULE 3


                        TRADEMARKS AND TRADEMARK LICENSES

                                    - None -


                               TRADEMARK LICENSES

Pursuant to the Amended and Restated Trademark License Agreement,  dated January
31, 1996,  as amended by the First  Amendment,  dated  September 26, 1996 and as
assigned by the Assignment and Acceptance  Agreement,  dated September 30, 1996,
the Borrower is licensed to use the following trademarks:

Sprint

Sprint PCS

Sprint Personal Communication Services


<PAGE>


                                                                      SCHEDULE 4


                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings


                    Office of Secretary of State of Missouri
               Recorder of Deeds Office, Jackson County, Missouri






                          Patent and Trademark Filings


                                    - None -





                                  Other Actions


                                    - None -







<PAGE>








                                                                         ANNEX I
                      FORMS OF ACKNOWLEDGEMENT AND CONSENTS