Exhibit 10.34

                          SUBSIDIARY SECURITY AGREEMENT


                  SECURITY  AGREEMENT,  dated as of  October  2,  1996,  made by
SPRINT SPECTRUM  EQUIPMENT  COMPANY,  L.P., a Delaware limited  partnership (the
"Grantor"),  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 Sprint Spectrum L.P. (the  "Borrower"),
the general partner of the Grantor;

                  WHEREAS, a portion of the proceeds of such loans and exten-
sions of credit will be advanced to the Grantor for its use;

                  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 Grantor  shall have  executed and delivered  this Security
Agreement to the Trustees; and

                  WHEREAS,  the Borrower has  requested  that the Grantor  enter
into this Agreement and has assigned to the Grantor  certain rights and benefits
under  certain  vendor  procurement  contracts to which the Borrower is party in
consideration thereof;

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

                  I..  Defined Terms.


<PAGE>



                  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,  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
         Grantor to receive  moneys due and to become due to it thereunder or in
         connection therewith,  (b) all rights of the Grantor to damages arising
         out of or for breach or default in respect  thereof,  (c) all rights of
         the Grantor to exercise all remedies thereunder,  (d) all rights of the
         Grantor to receive and compel performance thereunder, (e) all rights of
         the Grantor 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 Grantor 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.

                  "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 Grantor 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 ref-
erences 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 Grantor
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  Grantor or in which the  Grantor 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.

                  III.  Representations and Warranties.  The Grantor hereby rep-
         resents and warrants that:

                  A. Power and Authority.  The Grantor 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 Grantor, 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 Grantor or
any of its  Restricted  Subsidiaries  as a result of, any  Requirement of Law or
Contractual  Obligation of the Grantor 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 Grantor'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 Grantor 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 Grantor'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  Grantor  has  filed any UCC
financing statements required to perfect the Trustees' security interest in such
Accounts.

                  IV.  Covenants.  The Grantor 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 Grantor will not sell, transfer, lease or otherwise dispose of
any of the Collateral, except as permitted by the Secured Instruments.

                   2. The Grantor 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 Grantor, the Grantor 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 Grantor  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 Grantor 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 Grantor 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 Grantor 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 Grantor 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 Grantor.

                  F. Maintenance of Records.  The Grantor 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  Grantor  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  Grantor  relating  to the
Collateral,  and the  Trustees and their  representatives  may examine the same,
take extracts therefrom and make photocopies  thereof, and the Grantor agrees to
render to the Trustees,  at the Grantor'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 Grantor 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 Grantor's books in accordance with GAAP.

                  I. Liens on Collateral. The Grantor 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 Grantor 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 Grantor will deliver
to the Trustees on the date hereof Acknowledgement and Consents, substantially
in the form of Annex I, in respect of the Lucent Agreement and the Nortel Agree-
ment (as such terms are defined in Schedule 1), duly executed by Lucent Technol-
ogies Inc. and Northern Telecom Inc., respectively.

                  V.  Provisions Relating to Receivables.

                  A. Grantor Remains Liable under  Receivables.  Anything herein
to the contrary  notwithstanding,  the Grantor 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 Grantor 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 Grantor 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 Recei-
vable, 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 Grantor 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 Grantor shall have the right and privilege to and
         may and  will,  and the  Trustees  hereby  authorize  the  Grantor  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 Grantor, 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 Grantor,  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  Grantor  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  Grantor for and as the
         Corporate  Trustee's  property,  and shall be held  separately from the
         Grantor'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. Grantor Remains Liable under Contracts.  Anything herein to
the contrary notwithstanding,  the Grantor 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 Grantor 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 Grantor 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 Grantor 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  direction  from the  Required  Secured
Parties), without notice to or demand upon the Grantor (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 Grantor, perform, demand,
exercise any of the rights of the Grantor 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 Grantor  under the  Contracts  in such manner as it may
determine.

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

                  A.  Representations and Warranties.  The Grantor hereby repre-
sents and warrants that:  1.  The Grantor 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 Grantor in its own name on the date
 hereof.

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

                  3. To the best of the  Grantor'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 Grantor, 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 Grantor (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 Grantor will not do any act, or omit to do any act,
whereby any material Patent may become abandoned or dedicated.

                  3. The Grantor 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 Grantor'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  Grantor,  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  Grantor  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 Grantor
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 Grantor
relating thereto or represented thereby, and the Grantor 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 Grantor 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
Grantor shall  promptly  notify the Trustees  after it learns thereof and shall,
unless the Grantor shall  reasonably  determine that such Patent or Trademark is
immaterial to the Grantor (which determination the Grantor 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 Grantor 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  Grantor
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  Grantor
consisting  of cash,  checks  and  other  near-cash  items  shall be held by the
Grantor in trust for the  Secured  Parties,  segregated  from other funds of the
Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the
Corporate  Trustee in the exact form received by the Grantor  (duly  indorsed by
the Grantor 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
Grantor  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 Grantor,  which right or
equity  is  hereby  waived or  released.  The  Grantor  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 Grantor'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 Grantor
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 Grantor's Obligations.

                  A.  Powers.  The Grantor 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 Grantor and in the name of the
Grantor or in its own name, from time to time in the Corporate Trustee's dis-
cretion 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 Agree-
ment, and, without limiting the generality of the foregoing, the Grantor hereby
gives the Corporate Trustee the power and right, on behalf of and at the sole
expense of the Grantor, without notice to or assent by the Grantor, 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 Grantor 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 Grantor
         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 Grantor 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 Grantor
         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 Grantor'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 Grantor might do.

                  B. Performance by Corporate Trustee of Grantor's  Obligations.
If the Grantor 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  Grantor to the
Corporate  Trustee on demand and shall constitute  Secured  Obligations  secured
hereby.

                  C. Ratification;  Power Coupled With An Interest.  The Grantor
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 Grantor 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 Grantor 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 Grantor  authorizes  the Corporate  Trustee to
file  financing  statements  and  continuation  statements  with  respect to the
Collateral  without the signature of the Grantor 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
given  direction 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 Grantor 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
Grantor,  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 Grantor 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 Grantor to be effective shall be in writing (inclu-
ding 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 deli-
very 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 trans-
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
hereto:

                           (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 Grantor, at its address or trans-
         mission number for notices set forth under its signature below.

                  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 Grantor 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
Grantor 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 Grantor for the payment of
any amounts payable by the Grantor 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 Grantor to the extent that the rights under such contract
constitute Collateral.

                  XVII.  Submission to Jurisdiction; Waivers.  The Grantor here-
by 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
Grantor 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 Grantor and shall inure to the benefit of
the Trustees and the Secured Parties and their successors and assigns,  provided
that the Grantor 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.

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

                                               SPRINT SPECTRUM EQUIPMENT
                                                 COMPANY, L.P.,

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

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


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

                                               Address for Notices:

                                               4717 Grand Avenue, 5th Floor
                                               Kansas City, Missouri  64112
                                               Attention:  Treasurer
                                               Fax:  (816) 559-3550

                                               With a copy to:

                                               4900 Main Street, 12th Floor
                                               Kansas City, Missouri  64112
                                               Attention:  General Counsel
                                               Fax:  (816) 559-2591


<PAGE>






                                                                      SCHEDULE 1
                                    CONTRACTS


1.   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.).

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

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

<PAGE>


                                                                      SCHEDULE 2
                                     PATENTS

                                    - None -




                                 PATENT LICENSES

1.   The  Grantor  has a  licensed  right to use  patents  under  the  Contracts
     referred to in items 1 and 2 in Schedule 1.

<PAGE>


                                                                      SCHEDULE 3
                                   TRADEMARKS

                                    - None -




                               TRADEMARK LICENSES

                                    - None -


<PAGE>


                                                                      SCHEDULE 4

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings


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






                          Patent and Trademark Filings


                                    - None -




                                  Other Actions


                                    - None -