Exhibit 10.32


                                PLEDGE AGREEMENT


                  PLEDGE AGREEMENT, dated as of October 2, 1996, made by each of
SPRINT  SPECTRUM  L.P. a Delaware  limited  partnership  (the  "Borrower"),  and
MINORCO, L.P., a Delaware limited partnership  ("MinorCo") (each of the Borrower
and  MinorCo,  a  "Pledgor",  and  together,  the  "Pledgors"),  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;

                  WHEREAS,  the  Borrower  and  MinorCo  are  engaged in related
businesses, and MinorCo will derive substantial direct and indirect benefit from
the making of the loans 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 Pledgors  shall have executed and delivered this Agreement
to the Trustees;

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

                  1.  Defined Terms.  (a)  As used in this Agreement, the
following terms shall have the following meanings:

                  "Agreement":  this Pledge Agreement, as the same may be amend-
         ed, supplemented or otherwise modified from time to time.

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

                  "Collateral":  as defined in Section 2.

                  "Collateral Account":  as defined in the Trust Agreement.

                  "Contractual Obligation":  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.

                  "FCC":  the Federal Communications Commission, and any
         successor Governmental Authority performing the functions of the Feder-
         al Communications Commission referred to in Section 21.

                  "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.

                  "Issuer":  each of WirelessCo, L.P., Sprint Spectrum Equipment
         Company, L.P. and Sprint Spectrum Realty Company, L.P., each a Delaware
         limited partnership.

                  "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.

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

                  "Partnership  Agreement":  with  respect to each  Issuer,  the
         Amended and Restated  Agreement of Limited  Partnership of such Issuer,
         among the Borrower, as the general partner, and MinorCo, as the limited
         partner, as the same may be amended, supplemented or otherwise modified
         from time to time in accordance with the terms hereof.

                  "Proceeds":  all "proceeds" as such term is defined in Section
         9-306(1) of the Code and, in any event, shall include, without limita-
         tion, all dividends or other income from the Collateral, collections
         thereon or distributions with respect thereto.

                  "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 Instrument":  as defined in the Trust Agreement.

                  "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.

                  "Securities Act":  the Securities Act of 1933, as amended.

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

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

                  (b) The words "hereof,"  "herein" 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,
paragraph,  Schedule  and  Exhibit  references  are  to  this  Agreement  unless
otherwise specified.

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

                  2. 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 all the Secured  Obligations and to
induce the Secured Parties to extend credit to the Borrower, each Pledgor hereby
pledges,  assigns and transfers to the Trustees,  for the benefit of the Secured
Parties,  and 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 such  Pledgor or in which such  Pledgor now has or at any
time in the future may acquire any right, title or interest  (collectively,  the
"Collateral"):

                  (a) all present and future  rights of such  Pledgor to receive
         any payment of money or other distribution or payment arising out of or
         in  connection  with the  limited  partnership  or general  partnership
         interests  in each  Issuer  and the  rights of such  Pledgor  under the
         Partnership  Agreement  relating  to such  Issuer,  including,  without
         limitation,  all of such Pledgor's right, title and interest in, to and
         under all (i) distributions of profits and income of such Issuer,  (ii)
         capital  distributions  from such Issuer,  (iii)  distributions of cash
         flow by such  Issuer  and  (iv) in the  case of a  general  partnership
         interest,  all  rights,  title and  interest  as a general  partner  to
         participate in the management or operation of such Issuer;

                  (b) such  Pledgor's  interest  in each  Issuer and all of such
         Pledgor's  rights  under the  Partnership  Agreement  relating  to such
         Issuer  and  applicable  law in its  capacity  as a limited  partner or
         general partner, as the case may be (including, without limitation, all
         of such  Pledgor's  right,  title and  interest as a limited or general
         partner to reports,  accounting,  information and voting and any rights
         of such Pledgor to participate  in certain  aspects of the operation or
         management  of  such  Issuer  (in  accordance  with  such   Partnership
         Agreement  and  with  applicable  Requirements  of Law)  and all of the
         Pledgor's right,  title and interest to property,  assets,  partnership
         interests and distributions  under such Partnership  Agreement) but not
         any of its  obligations as a general or limited  partner of such Issuer
         (unless  the  Corporate  Trustee or any Secured  Party  shall  become a
         general or limited  partner of such Issuer as a result of the  exercise
         of remedies pursuant to the terms hereof);

                  (c)  any  other   rights  of  such   Pledgor  to  receive  any
         distributions  or  other  payments  of any kind  whatsoever  from or in
         respect of each Issuer,  whether any of such  distributions  consist of
         money or property; and

              (_)  (d) to the  extent  not  otherwise  included,  all  Proceeds,
         products  and  accessions  of any and all of the  foregoing,  including
         without   limitation,   all  Proceeds  of  any  liquidation   upon  the
         dissolution of each Issuer and the winding up of its affairs.

This Agreement shall create a continuing security interest in the Collateral for
all the Secured Obligations,  now or hereafter existing or arising,  which shall
remain in effect until the Secured  Obligations shall have been paid in full and
all Secured Obligation Commitments have been terminated.

                  3. Registration of Pledge. Concurrently with the execution and
delivery  of this  Agreement,  each  Pledgor  shall  execute and deliver to each
Issuer  instructions  to  register,  substantially  in form of  Exhibit  A. Each
Pledgor shall cause each Issuer to deliver to the  Corporate  Trustee an initial
transaction  statement,  substantially in the form of Exhibit B, confirming that
such Issuer has registered the pledge by each Pledgor effected by this Agreement
on its books.

                  4.  Representations and Warranties.  Each Pledgor represents
and warrants that:

                  (a) such  Pledgor  is a limited  partnership  duly  organized,
         validly  existing and in good  standing  under the laws of the State of
         Delaware,  has the  partnership  power and  authority  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) this  Agreement  constitutes  a legal,  valid and  binding
         obligation of such Pledgor,  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;

                  (c) the execution,  delivery and performance of this Agreement
         will not violate in any material respect, result in a default under, or
         give rise to any  acceleration,  prepayment,  repurchase  or redemption
         obligation  of such  Pledgor  as a  result  of,  any  provision  of any
         Requirement of Law or (after giving effect to any relevant waivers that
         have  been  obtained  and are in full  force  and  effect)  Contractual
         Obligation  of such  Pledgor  and will not  result in the  creation  or
         imposition  of any Lien on any of the  properties  or  revenues of such
         Pledgor   pursuant  to  any  Requirement  of  Law  or  any  Contractual
         Obligation of such  Pledgor,  except the security  interest  created by
         this Agreement;

                  (d) 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;

                  (e) as of the date hereof, the Collateral listed on Schedule 1
         constitutes  all interests in each Issuer owned by such Pledgor and all
         issued and outstanding equity interests in each Issuer;

                  (f) such  Pledgor is the sole  legal,  record  and  beneficial
         owner of the Collateral  listed with such Pledgor's name on Schedule I,
         subject to no Lien except the Lien created by this Agreement;

                  (g) this  Agreement  is  effective  to  create in favor of the
         Trustees a legal,  valid and  (assuming  the filing of UCC-1  financing
         statements  with the Secretary of State of Missouri and the Recorder of
         Deeds Office,  Jackson  County,  Missouri and the taking of the actions
         described in Section 3) enforceable  perfected first priority  security
         interest  in the  Collateral,  subject to the  effects  of  bankruptcy,
         insolvency, fraudulent conveyance, 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;

                  (h) the Partnership  Agreement  constitutes a legal, valid and
         binding obligation of such Pledgor, enforceable against such Pledgor in
         accordance  with its  terms,  subject  to the  effects  of  bankruptcy,
         insolvency,  reorganization,   moratorium  or  similar  laws  affecting
         creditors' rights  generally,  general  equitable  principles  (whether
         enforcement  is  sought  by  proceedings  in  equity  or at law) and an
         implied covenant of good faith and fair dealing; and

                  (i) such Pledgor's chief  executive  office and chief place of
         business is located at either 4717 Grand Avenue,  Kansas City, Missouri
         64112 or 4900 Main Street, Kansas City, Missouri 64112.

                  5.  Covenants.  Each Pledgor covenants and agrees with the
Trustees and the Secured Parties that, from and after the date of this Agreement
until this Agreement is terminated and the security interests created hereby are
 released:

                  (a) If such Pledgor shall, as a result of its ownership of the
Collateral,  become  entitled to receive or shall  receive any option or rights,
whether in addition to, in  substitution  of, as a conversion of, or in exchange
for any of Collateral owned by it, or otherwise in respect thereof, such Pledgor
shall accept the same as the agent of the Trustees and the Secured Parties, hold
the same (to the extent they are evidenced by a  certificated  security or other
instrument)  in trust for the Trustees  and the Secured  Parties and deliver the
same (to the extent so  evidenced)  forthwith  to the  Corporate  Trustee in the
exact form received,  duly indorsed by such Pledgor to the Corporate Trustee, if
required,  to be held by the Corporate Trustee,  subject to the terms hereof, as
additional  collateral security for the Secured Obligations.  Any sums paid upon
or in respect of the  Collateral  upon the  liquidation  or  dissolution  of the
Issuer  shall be paid over to the  Corporate  Trustee to be held by it under the
Trust Agreement as additional  collateral security for the Secured  Obligations,
and in case any  distribution  of capital  shall be made on or in respect of the
Collateral  or any  property  shall be  distributed  upon or with respect to the
Collateral  pursuant to the  recapitalization or reclassification of the capital
of any  Issuer or  pursuant  to the  reorganization  thereof,  the  property  so
distributed  shall be delivered to the Corporate  Trustee to be held by it under
the  Trust  Agreement  as  additional   collateral   security  for  the  Secured
Obligations.  If any sums of money or property so paid or distributed in respect
of the Collateral shall be received by either Pledgor, such Pledgor shall, until
such money or property is paid or delivered to the Corporate Trustee,  hold such
money or property in trust for the Secured Parties,  segregated from other funds
of such Pledgor, as additional collateral security for the Secured Obligations.

                  (b)  Without  the  prior  written  consent  of  the  Corporate
Trustee,  such  Pledgor  will not (i) consent to, vote in favor of or  otherwise
permit  any  amendment  to the  Partnership  Agreement  that would  violate  the
provisions of any Secured Instrument, (ii) sell, assign, transfer,  exchange, or
otherwise dispose of, or grant any option with respect to, the Collateral, (iii)
vote to  enable,  or take  any  action  to  permit,  any  Issuer  to  issue  any
partnership  interests  or  other  Capital  Stock  (as  defined  in any  Secured
Instrument)  or (iv)  create,  incur or  permit  to exist any Lien on any of the
Collateral, except for the security interest created by this Agreement.

                  (c) Such Pledgor shall maintain the security  interest created
by this  Agreement as a first  priority  perfected  security  interest and shall
defend  such  security  interest  against  claims  and  demands  of all  Persons
whomsoever.  At any time and from time to time,  upon the written request of the
Corporate  Trustee,  and at the sole expense of such Pledgor,  such Pledgor will
promptly and duly execute and deliver such further instruments and documents and
take such further  actions as the Corporate  Trustee may reasonably  request for
the purposes of obtaining or preserving  the full benefits of this Agreement and
of the rights and  powers  herein  granted.  If any amount  payable  under or in
connection  with any of the  Collateral  shall  be or  become  evidenced  by any
promissory  note, other  instrument or chattel paper,  such note,  instrument or
chattel  paper shall be  immediately  delivered to the Corporate  Trustee,  duly
endorsed in a manner  reasonably  satisfactory to the Corporate  Trustee,  to be
held as Collateral pursuant to this Agreement.  Such Pledgor will not change the
location of its chief executive office 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 30 days prior written notice 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
Lien on the Collateral created in favor of the Trustees hereunder.

                  (d) Such Pledgor shall pay, and save the Corporate Trustee and
the Secured Parties  harmless from, any and all liabilities  with respect to, or
resulting from any delay in paying,  any and all stamp,  excise,  sales or other
taxes  which may be payable or  determined  to be payable  with  respect to this
Agreement or any of the Collateral.

                  6.   Distributions;   Voting   Rights.   Unless  a  Notice  of
Enforcement shall be in effect and the Corporate Trustee shall have given notice
to the Pledgors of the Corporate  Trustee's intent to exercise its corresponding
rights  pursuant to Section 7, the  Pledgors  shall be  permitted to receive all
distributions  from  any  Issuer  made  pursuant  to the  Partnership  Agreement
relating to such Issuer and to exercise all voting and other rights with respect
to the Collateral;  provided,  however, that no vote will be cast or partnership
right exercised or other action taken which would impair the Collateral or which
would violate any provision of the Trust Agreement or any Secured Instrument.

                  7. Rights of the Secured  Parties and the  Corporate  Trustee.
(a) All money Proceeds received by the Corporate Trustee hereunder shall be held
by the  Corporate  Trustee  for  the  benefit  of  the  Secured  Parties  in the
Collateral  Account.  All Proceeds  while held by the  Corporate  Trustee in the
Collateral  Account (or by the Borrower or a Pledgor in trust for the  Corporate
Trustee  and the  Secured  Parties)  shall  continue  to be  held as  collateral
security  for all the  Secured  Obligations  and  shall not  constitute  payment
thereof until applied as provided in paragraph 8(a).

                  (b) If a Notice  of  Enforcement  shall be in  effect  and the
Corporate  Trustee  shall give notice to the  Pledgors of its intent to exercise
such rights, then, (i) the Corporate Trustee shall have the right to receive any
and all distributions paid to the Pledgors in respect of the Collateral and make
application  thereof to the Secured  Obligations  in  accordance  with the Trust
Agreement,  and  (ii) the  Collateral  shall  be  registered  in the name of the
Corporate  Trustee or its nominee,  and the Corporate Trustee or its nominee may
thereafter  exercise (A) all voting,  partnership and other rights pertaining to
the Collateral and (B) any and all rights of conversion,  exchange, subscription
and any other rights,  privileges or options  pertaining to the Collateral as if
it were the absolute owner thereof,  all without liability except to account for
property  actually  received by it, but the Corporate Trustee shall have no duty
to the Pledgors to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing.

                  8.  Remedies.  (a)  If a Notice of Enforcement shall be in
effect, at any time at the Corporate Trustee's election, the Corporate Trustee
may apply all or any part of Proceeds held in the Collateral Account in payment
of the Secured Obligations in the manner specified by the Trust Agreement.

                  (b)  If a  Notice  of  Enforcement  shall  be in  effect,  the
Corporate Trustee, on behalf of the Secured Parties,  may exercise,  in addition
to all other  rights and  remedies  granted 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 Corporate Trustee, 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
Pledgors  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, 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,  in the  over-the-counter  market,  at any
exchange, broker's board or office of the Corporate Trustee 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 Corporate  Trustee or any Secured Party shall
have the right upon any such public sale or sales,  and, to the extent permitted
by law and by the Trust  Agreement,  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 Pledgor,  which right or equity is hereby waived or
released.  The Corporate Trustee shall apply any Proceeds from time to time held
by  it  and  the  net  proceeds  of  any  such  collection,  recovery,  receipt,
appropriation,  realization  or  sale  in the  manner  specified  by  the  Trust
Agreement.  To the extent  permitted by applicable  law, the Pledgors  waive all
claims,  damages and demands it may acquire against the Corporate Trustee 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.

                  9. Private  Sale.  The Pledgors  recognize  that the Corporate
Trustee may be unable to effect a public sale of any or all the  Collateral,  by
reason of certain  prohibitions  contained in the  Securities Act and applicable
state  securities  laws or  otherwise,  and may be compelled to resort to one or
more private  sales thereof to a restricted  group of  purchasers  which will be
obliged to agree,  among other things,  to acquire such securities for their own
account  for  investment  and not  with a view  to the  distribution  or  resale
thereof.  The  Pledgors  acknowledge  and agree that any such  private  sale may
result in prices and other terms less  favorable than if such sale were a public
sale and,  notwithstanding such circumstances,  agree that any such private sale
shall be  deemed  to have been made in a  commercially  reasonable  manner.  The
Corporate  Trustee  shall be under no  obligation  to delay a sale of any of the
Collateral  for the period of time  necessary  to permit any Issuer to  register
such  securities for public sale under the Securities  Act, or under  applicable
state  securities  laws,  even if such Issuer would agree to do so. Each Pledgor
further  agrees to use its best efforts to do or cause to be done all such other
acts as may be necessary to make such sale or sales of all or any portion of the
Pledged Stock  pursuant to this  subsection  valid and binding and in compliance
with all other applicable  Requirements of Law. Each Pledgor further agrees that
a  breach  of any of the  covenants  contained  in this  subsection  will  cause
irreparable  injury to the Trustees and the Secured  Parties,  that the Trustees
and the Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this subsection
shall be specifically  enforceable against such Pledgor, and such Pledgor hereby
waives  and agrees not to assert  any  defenses  against an action for  specific
performance of such covenants except for a defense that no Notice of Enforcement
is effective under the Trust Agreement.

                  10.  Irrevocable  Authorization and Instruction to Issuer. The
Pledgors  hereby   authorize  and  instruct  the  Issuers  to  comply  with  any
instruction received by it from the Corporate Trustee in writing that (a) states
that a Notice of  Enforcement  is in effect and (b) is otherwise  in  accordance
with the terms of this Agreement, without any other or further instructions from
the Pledgors, and the Pledgors agree that the Issuer shall be fully protected in
so complying.

                  11. Corporate Trustee's  Appointment as Attorney-in-Fact.  (a)
The Pledgors hereby irrevocably constitute and appoint the Corporate Trustee and
any officer or agent of the Corporate Trustee,  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 Pledgors and in the name of the Pledgors
or in the  Corporate  Trustee's  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 instruments  which may be necessary or desirable to accomplish the
purposes  of  this  Agreement,  including,  without  limitation,  any  financing
statements, endorsements, assignments or other instruments of transfer.

                  (b) The Pledgors  hereby ratify all that said attorneys  shall
lawfully do or cause to be done  pursuant  to the power of  attorney  granted in
paragraph  11.(a).  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.

                  12. 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  securities and property for its own account,  except that the Corporate
Trustee shall have no obligation to invest funds held in any Collateral  Account
and may hold the same as demand  deposits.  Neither  the  Trustees,  any Secured
Party nor any of their respective directors, officers, 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  Pledgors 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  Pledgors  for any act or  failure  to act
hereunder, except for their own gross negligence or willful misconduct.

                  13.  Execution  of Financing  Statements.  Pursuant to Section
9-402 of the  Code,  the  Pledgors  authorize  the  Trustees  to file  financing
statements with respect to the Collateral  without the signature of the Pledgors
in such form and in such filing offices as the Trustees reasonably  determine to
be  appropriate  to perfect the security  interests  of the Trustees  under this
Agreement;  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.

                  14. Authority of Corporate Trustee.  The Pledgors  acknowledge
that the rights and  responsibilities  of the Trustees under this Agreement with
respect to any action taken by the Trustees or the exercise or  non-exercise  by
the Trustees 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  Trustees  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  Trustees,  but, as between the
Trustees and the Pledgors,  the Trustees  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 neither the Pledgors nor the Issuer shall be under
any obligation, or entitlement, to make any inquiry respecting such authority.

                  15.  Notices.  All notices, requests and demands to or upon
the Trustees or the Pledgors to be effective shall be in writing (or by fax or
similar electronic transfer confirmed in writing) and shall be deemed to have
been duly given or made (a) when delivered by hand or (b) if given by mail,
five days after being deposited in the mails by certified mail, return receipt
requested, or (c) if by fax or similar electronic transfer, when received in
legible form addressed to the Trustees, c/o the Corporate Trustee at its address
 or transmission number for notices provided in subsection 9.1 of the Trust
Agreement or the Pledgors at 4717 Grand Avenue, Kansas City, Missouri  64112,
Attention:  Treasurer, Fax:  (816) 559-1490.  The Corporate Trustee and the
Pledgors may change their addresses and transmission numbers for notices by
giving notice thereof to the other parties in the manner provided in this Sec-
tion.

                  16.  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
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

                  17. Amendments in Writing; No Waiver; Cumulative Remedies. (a)
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 Pledgors and the  Corporate  Trustee,  provided  that any  provision of this
Agreement  may be waived by the Corporate  Trustee and the Secured  Parties in a
letter  or  agreement   executed  by  the  Corporate  Trustee  or  by  facsimile
transmission from the Corporate Trustee.

                  (b) Neither the Corporate  Trustee nor any Secured Party shall
by any act (except by a written instrument pursuant to paragraph 17.(a)), delay,
indulgence,  omission or  otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any breach of any of the terms and conditions
hereof. 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) The rights and remedies  herein  provided are  cumulative,
may be  exercised  singly or  concurrently  and are not  exclusive  of any other
rights or remedies provided by law.

                  18.  Section Headings.  The section 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 interpretation hereof.

                  19.  Successors and Assigns.  This Agreement shall be binding
upon the successors and assigns of the Pledgors and shall inure to the
benefit of the Trustees and the Secured Parties and their successors and
assigns.

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

                  21. Approvals.  Any provision contained herein to the contrary
notwithstanding, no action shall be taken hereunder by the Trustees with respect
to the Collateral  unless and until all applicable  requirements  of the FCC, if
any, under the Communications Act of 1934, as amended, applicable state laws and
the respective  rules and  regulations  thereunder  and thereof,  as well as any
other laws, rules and regulations of any other Governmental Authority applicable
to or having  jurisdiction over any Pledgor,  have in the reasonable judgment of
the Corporate  Trustee been fully satisfied to the extent necessary to take such
action and there have been obtained such consents, approvals and authorizations,
as may be  required  to be  obtained  from the FCC,  applicable  state and local
regulatory  authorities and municipalities and any other Governmental  Authority
under the terms of any franchise, license or similar operating right held by any
Pledgor in order to take such action.  It is the intention of the parties hereto
that the  pledge  in favor of the  Trustees  of the  Collateral,  the grant of a
security interest to the Trustees in the Collateral, and all rights and remedies
by the Trustees with respect to the Collateral, shall in all relevant aspects be
subject to and governed by said statutes, rules and regulations and that nothing
in this  Agreement  shall be construed to diminish the control  exercised by any
Pledgor, except in accordance with the provisions of such statutory requirements
and rules and  regulations.  By its acceptance of this Agreement,  the Corporate
Trustee  agrees  that the  Trustees  will not take any action  pursuant  to this
Agreement  which  constitutes  or  results  in any  assignment  of a license  or
franchise or any change of control over the communications  properties owned and
operated by any Pledgor, if such assignment of license or franchise or change of
control would, under then existing law or under any franchise, require the prior
approval of a  Governmental  Authority,  without first  obtaining such approval.
Upon the exercise by the  Corporate  Trustee of any power,  right,  privilege or
remedy  pursuant  to  this  Agreement  which  requires  any  consent,  approval,
recording,  qualification or authorization of any Governmental  Authority,  each
Pledgor will execute and deliver,  or will cause the  execution and delivery of,
all applications,  certificates, instruments and other documents and papers that
the  Corporate  Trustee may  reasonably  require in order for such  governmental
consent,  approval,  recording,  qualification  or authorization to be obtained.
Each Pledgor agrees to use its best efforts to cause such governmental consents,
approvals, recordings, qualifications and authorizations to be forthcoming.

                  22.  No-Recourse.  No claim may be made under  this  Agreement
against any of the direct or indirect partners of any Pledgor for the payment of
any amounts payable hereunder, it being understood that this Section 22 shall in
no way limit any claims of any  Trustee or Secured  Party  other than under this
Agreement.

                  23.  Submission to Jurisdiction; Waivers.  Each Pledgor hereby
 irrevocably and unconditionally:

                  (a) 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;

                  (b) 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;

                  (c) 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 such
Pledgor 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

                  (d)  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.

                  24.  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.

                  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.,
                                            General Partner

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


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


                                            MINORCO, L.P.,
                                            Limited Partner


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



<PAGE>


                                                                      SCHEDULE 1
                                                             To Pledge Agreement




                            DESCRIPTION OF COLLATERAL



Issuer                       Partner                   Type of      Percentage
                                                      Interest      of Profits
WirelessCo, L.P.             Sprint Spectrum L.P.      General      98.9824095%
WirelessCo, L.P.             MinorCo, L.P.             Limited       1.0175905%
Sprint Spectrum Equipment    Sprint Spectrum L.P.      General      99.0%
  Company, L.P.
Sprint Spectrum Equipment    MinorCo, L.P.             Limited       1.0%
  Company, L.P.
Sprint Spectrum Realty       Sprint Spectrum L.P.      General      99.0%
  Company, L.P.
Sprint Spectrum Realty       MinorCo, L.P.             Limited       1.0%
  Company, L.P.


<PAGE>


                                                                       EXHIBIT A
                                                             To Pledge Agreement


                                     FORM OF
                         INSTRUCTION TO REGISTER PLEDGE


                                                               October   , 1996


[WirelessCo, L.P.]
[Sprint Spectrum Equipment Company, L.P.]
[Sprint Spectrum Realty Company, L.P.]
4717 Grand Avenue
Kansas City, Missouri  64112
Attention:  Treasurer

Ladies and Gentlemen:

              The undersigned,  a [general]  [limited]  partner of [WirelessCo.,
L.P.] [Sprint Spectrum Equipment Company, L.P.] [Sprint Spectrum Realty Company,
L.P.], a Delaware  limited  partnership  (the  "Issuer"),  hereby  instructs the
Issuer to  register  on the books of the Issuer the pledge of the  undersigned's
[general]  [limited]  partnership  interest  in favor of the  Corporate  Trustee
hereinafter referred to pursuant to the Pledge Agreement, dated as of October 2,
1996,  made by the  undersigned  and the other pledgor named therein in favor of
First Union National Bank, as Corporate Trustee, and Kenneth D.
Benton, as Individual Trustee.

                                            Very truly yours,

                                            [SPRINT SPECTRUM L.P.,
                                            General Partner

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


                                            By:
                                            Title:]

                                            [MINORCO, L.P.,
                                            Limited Partner



                                            By:
                                            Title:]


<PAGE>



                                                                       EXHIBIT B
                                                             To Pledge Agreement


                                     FORM OF
                          INITIAL TRANSACTION STATEMENT


                                                                October   , 1996

To:    First Union National Bank, as Corporate Trustee
       765 Broad Street
       Newark, New Jersey  07102
       Attention:  Corporate Trust Department

                    This  statement  is  to  advise  you  that  pledges  of  the
following  uncertificated   securities  issued  by  the  undersigned  have  been
registered in the name of First Union  National Bank, as Corporate  Trustee,  as
follows:

             1.     Uncertificated Securities:

             The entire  [general]  [limited]  partnership  interest  of [Sprint
Spectrum L.P.] [MinorCo, L.P.] in the undersigned partnership.

             2.     Registered Owner:

             [Sprint Spectrum L.P.]
             [MinorCo, L.P.]
             4717 Grand Avenue
             Kansas City, Missouri  64112

             3.     Registered Pledgee:

             First Union National Bank, as Corporate Trustee
             765 Broad Street
             Newark, New Jersey  07102

             Taxpayer Identification Number:  22-1147033

             4.     There are no liens or restrictions of the undersigned part-
             nership and no adverse claims to which such uncertificated security
             is or may be subject known to the undersigned partnership.



<PAGE>


             5.     The pledge was registered on October   , 1996.


                                               Very truly yours,

                                               [WIRELESSCO, L.P.]
                                               [SPRINT SPECTRUM EQUIPMENT
                                                  COMPANY, L.P.]
                                               [SPRINT SPECTRUM REALTY COMPANY,
                                                  L.P.]

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

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


                                               By:______________________________
                                               Title:


cc:    [Sprint Spectrum L.P.]
       [MinorCo, L.P.]