Exhibit 10(n)













                   AGREEMENT FOR PURCHASE AND SALE OF LICENSES

                                     Between

                            SUNSHINE PCS CORPORATION


                              CINGULAR WIRELESS LLC


                                       and

                       for purposes of Articles X and XII,

           those Stockholders identified on the signature pages hereto



                              Dated August 18, 2003




<PAGE>



                   AGREEMENT FOR PURCHASE AND SALE OF LICENSES

     This  Agreement  for Purchase  and Sale of Licenses  (the  "Agreement")  is
entered into the 18th day of August,  2003 (the "Effective Date") by and between
Sunshine PCS Corporation,  a Delaware corporation  "Seller"),  Cingular Wireless
LLC, a  Delaware  limited  liability  company  ("Buyer"),  and for  purposes  of
Articles  X and XII  hereof,  those  stockholders  of Seller  identified  on the
signature pages hereto (the "Stockholders").

     WHEREAS,   Seller  has   acquired   the   authorizations   of  the  Federal
Communications   Commission  (the  "FCC")  to  construct  and  operate  personal
communication services ("PCS") wireless  telecommunications  systems ("Systems")
in the Basic  Trading  Areas  ("BTAs") as described  on the  attached  Exhibit A
(referred to herein as the "Tallahassee License", the "Panama City License", and
the "Ocala License" or, collectively, the "Licenses");

     WHEREAS,  Seller desires to sell,  assign and transfer to Buyer,  and Buyer
desires to purchase  from  Seller,  the Licenses on the terms and subject to the
conditions set forth herein (the "Acquisition"); and

     WHEREAS,  the prior consent of the FCC to the transfer of the Licenses from
Seller to Buyer is  required,  and the parties  intend that the  transfer of the
Licenses  contemplated  by this Agreement  will be consummated  only if such FCC
consent to transfer is obtained; and

     WHEREAS,  concurrent with the execution of this Agreement, as an inducement
to Buyer's  willingness to enter into this  Agreement,  certain  stockholders of
Sellers  have  entered  into  Voting  Agreements  (copies of which are  attached
hereto) pursuant to which those  stockholders  have agreed,  among other things,
subject to the terms of such Voting  Agreement,  to vote their shares of capital
stock of Seller  over which  such  Persons  have  voting  power to approve  this
Agreement and the Acquisition; and

     WHEREAS,  concurrent with the execution of this Agreement, as an inducement
to Buyer's  willingness  to enter  into the  Agreement,  Buyer and  Seller  have
entered  into that  System  Access and  Services  Agreement  and that  Wholesale
Agreement of even date herewith.

     NOW,  THEREFORE,  in consideration of the mutual covenants herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,  the parties hereto, each intending to be legally bound, do hereby
agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

1.1  Definitions.  In this  Agreement,  the  following  terms have the  meanings
     -----------
specified or referred to in this Section 1.1 and shall be equally  applicable to
both the singular and plural forms.  Any agreement  referred to below shall mean
such  agreement as amended,  supplemented  and modified from time to time to the
extent permitted by the applicable provisions thereof and by this Agreement.

     "Affiliate"  of a Person  shall mean:  (i) any other  Person  directly,  or
indirectly  through one or more  intermediaries,  controlling,  controlled by or
under  common  control with such Person;  (ii) any officer,  director,  partner,
employer, or direct or indirect beneficial owner of any 10% or greater equity or
voting  interest  of such  Person;  (iii)  any other  Person  for which a Person
described in clause (ii) acts in any such capacity;  or (iv) any other Person in
which such Person  beneficially owns a majority of the outstanding capital stock
or equity interests.

     "Communications Act" means the Communications Act of 1934, as amended.

     "Court  Order" means any judgment,  order,  award or decree of any foreign,
federal,  state,  local  or  other  court  or  tribunal  and  any  award  in any
arbitration proceeding.

     "Encumbrance" means any lien (including, without limitation, any tax lien),
claim, charge, security interest,  mortgage,  pledge,  easement,  right of first
offer or first refusal,  conditional  sale or other title  retention  agreement,
defect in title,  covenant or other  restriction  of any kind,  or any microwave
interference.

     "Expenses"  means  any  fees  or  expenses   incurred  in  connection  with
investigating,  defending or asserting  any claim,  action,  suit or  proceeding
incident to any matter indemnified against under Article X hereunder (including,
without limitation,  court filing fees, court costs,  arbitration fees or costs,
witness  fees,  and  reasonable  fees  and   disbursements   of  legal  counsel,
investigators,   expert   witnesses,   consultants,    accountants   and   other
professionals).

     "FCC  Consent"  means  the  consent  of the  FCC to the  assignment  of the
Licenses described herein from Seller to Buyer.

     "Final  Order"  means an action  taken or order  issued  by the  applicable
Governmental  Body as to which (i) no request for stay of the action or order is
pending,  no such stay is in effect,  and, if any  deadline  for filing any such
request is designated by statute or regulation,  it is passed;  (ii) no petition
for rehearing or reconsideration of the action or order, or protest of any kind,
is  pending  before  the  Governmental  Body and the time  for  filing  any such
petition  or protest is passed;  (iii) the  Governmental  Body does not have the
action or order under  reconsideration  or review on its own motion and the time
for such  reconsideration or review has passed;  (iv) the action or order is not
then under judicial  review,  there is no notice of appeal or other  application
for judicial review  pending,  and the deadline for filing such notice of appeal
or other  application  for  judicial  review has passed;  (v) with respect to an
action  taken or order issued by a  Governmental  Body  granting  consent to the
transactions  contemplated  hereunder,  such consent  shall be without  material
adverse  conditions;  and (vi) free of the  imposition of any unjust  enrichment
penalties,  unless the  Seller  pays such  penalties  on or before  Closing  and
provides Buyer with satisfactory evidence of such payment.

     "Governmental  Body"  means any  foreign,  federal,  state,  local or other
governmental authority or regulatory body.

     "Losses" means any loss, cost, obligation,  liability,  settlement payment,
award, judgment, fine, penalty, damage, expense, deficiency, diminution of value
or other charge.

     "Person" means any individual, corporation,  partnership, limited liability
company, joint venture, association,  joint-stock company, trust, unincorporated
organization or Governmental Body.

     "Requirements  of Laws" means any foreign,  federal,  state and local laws,
statutes,  regulations,  rules, codes or ordinances enacted,  adopted, issued or
promulgated  by any  Governmental  Body or common law that is  applicable to the
Licenses, the transactions contemplated in this Agreement or any material aspect
of such transactions.

                                  ARTICLE II.
                                PURCHASE AND SALE

2.1 Purchase of Licenses. On the Closing Date, upon the terms and subject to the
    --------------------
representations, warranties and conditions of this Agreement, Seller shall sell,
transfer,  convey,  assign,  and deliver to Buyer,  and Buyer shall purchase and
accept from Seller, the Licenses, free and clear of all Encumbrances.

2.2  Purchase  Price  Payable at  Closing.  The  aggregate  purchase  price (the
     ------------------------------------
"Purchase  Price") for the Licenses shall be (i) Thirteen  Million Seven Hundred
Fifty Thousand Dollars ($13,750,000.00) minus (ii) the aggregate amounts paid by
Buyer to  Seller  for the term of the  Wholesale  Agreement  as the Fixed Fee on
Schedule A to the  Wholesale  Agreement.  At the  Closing,  in exchange  for the
Licenses,  Buyer  shall pay and  deliver  the  Purchase  Price to Seller by wire
transfer of immediately available funds to an account designated by Seller.

2.3 Excluded Liabilities. Notwithstanding any other provision of this Agreement,
    --------------------
Buyer  shall not  assume,  or  otherwise  be  responsible  for any  liabilities,
obligations,  taxes or indebtedness of Seller or any of its Affiliates,  whether
direct or  indirect,  liquidated  or  unliquidated,  known or  unknown,  whether
accrued,  absolute,  contingent,  matured,  unmatured or otherwise,  and whether
arising out of  occurrences  prior to, at or after the date  hereof,  including,
without  limitation,  arising  out of the matters set forth on Schedule I hereto
(collectively, the "Excluded Liabilities"). The term "Excluded Liabilities" does
not  include  liabilities,  obligations,  taxes or  indebtedness  related  to or
arising  out of  Buyer's  ownership  or use of the  Licenses  from and after the
Closing Date.

2.4 Microwave Cost-Sharing  Obligations.  All of the cost-sharing  reimbursement
    -----------------------------------
obligations  owed to other PCS licensees (or to microwave  incumbents) by Seller
pursuant to 47 C.F.R.  ss.24.239 et seq.,  which related to Seller's  operations
prior  to the  Closing  Date,  as well as all of  Seller's  related  obligations
triggered  by its  operations  prior to the  Closing  Date,  shall  be  Excluded
Liabilities.

                                  ARTICLE III.
                                     CLOSING

3.1 Closing.  The closing of the transfer of the Licenses (the "Closing")  shall
    -------
occur  at the  offices  of  Buyer at 10:00  A.M.,  local  time,  on a date to be
specified by Buyer to Seller,  which closing date will not be more than ten (10)
business  days after the date on which the FCC,  and all other state and federal
regulatory  authorities  with  jurisdiction  over the  Licenses or any  material
aspect of the  transactions  contemplated in this Agreement,  if any, shall have
consented to the  transfer of the Licenses  from Seller to Buyer by Final Order,
and  subject  in all  respects  to the  fulfillment  or waiver  of the  parties'
respective  conditions  to closing set forth in Article  VIII and Article IX, or
such other time and place as the  parties may agree  (such  date,  the  "Closing
Date").

3.2  Closing  Deliveries  of  Buyer.  Subject  to  fulfillment  or waiver of the
     ------------------------------
conditions  set forth in Article  VIII,  at the Closing,  Buyer shall deliver to
Seller all of the following:

     (a) Immediately  available funds in the amount  described in Section 2.2 in
accordance with the payment instructions to be provided by Seller to Buyer prior
to the Closing;

     (b) A certificate  of good standing of Buyer issued within thirty (30) days
prior to the Closing  Date by the  Secretary  of State of the State of Delaware;
and

     (c) A certificate of a manager or the managing  member of Buyer,  dated the
Closing Date,  certifying that as of such Closing Date, (i) each  representation
and  warranty of Buyer  contained  in this  Agreement is true and correct in all
material  respects and (ii) Buyer has complied in all material respects with all
of its obligations under this Agreement.

3.3  Closing  Deliveries  of  Seller.  Subject to  fulfillment  or waiver of the
     -------------------------------
conditions  set forth in Article IX, at the  Closing,  Seller  shall  deliver to
Buyer all of the following:

     (a) A  certificate  of an  officer  of  Seller,  dated  the  Closing  Date,
certifying that as of such Closing Date, (i) each representation and warranty of
Seller contained in this Agreement is true and correct in all material  respects
and  (ii)  Seller  has  complied  in  all  material  respects  with  all  of its
obligations under this Agreement;

     (b) A certificate  of the Secretary of Seller dated as of the Closing Date,
as to the  resolutions  of the Board of  Directors  and  Stockholders  of Seller
authorizing  the execution,  delivery and  performance of this Agreement and the
transactions contemplated hereby;

     (c) An  executed  assignment  and  assumption  agreement  transferring  the
Licenses to Buyer in a form reasonably acceptable to Buyer;

     (d)  Opinions  of Seller's  legal  counsel,  dated as of the Closing  Date,
covering the matters set forth on Exhibit B attached hereto; and

     (e) All required  third party consents to the  consummation  by the parties
hereto of the transactions contemplated by this Agreement.



                                  ARTICLE IV.
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Buyer as follows:

4.1  Organization of Seller.  Seller is a corporation  duly  organized,  validly
     ----------------------
existing and in good standing under the laws of the State of Delaware. Seller is
duly  qualified  and in good  standing as a foreign  corporation  in each of the
jurisdictions where such qualification is required by law.

4.2  Authority  of Seller.  Seller has the full power and  authority  to own the
     --------------------
Licenses,  and is qualified under the FCC's rules and the  Communications Act to
hold and convey the  Licenses.  Seller has full power and  authority to execute,
deliver and perform this  Agreement  and any  agreement,  document or instrument
executed and delivered  pursuant to this  Agreement or in  connection  with this
Agreement.  The  execution,  delivery and  performance of this Agreement and any
agreement,  document  or  instrument  executed  and  delivered  pursuant to this
Agreement  or in  connection  with this  Agreement by Seller has been or will be
prior to the Closing Date duly  authorized and approved by all necessary  action
of Seller.  This Agreement is the legal, valid and binding obligation of Seller,
enforceable  against  Seller in accordance  with its terms except for the effect
thereon of any applicable bankruptcy,  insolvency,  reorganization,  moratorium,
and  similar  laws  affecting  the rights of  creditors  generally,  and general
principles of equity.

4.3 No Conflicts. Except for the FCC Consent, neither the execution and delivery
    ------------
of this Agreement nor the consummation of any of the  transactions  contemplated
hereby  nor  compliance  with  or  fulfillment  of  the  terms,  conditions  and
provisions hereof will:

     (a) Violate or conflict with,  result in a breach of the terms,  conditions
or  provisions  of, or  constitute  a  default,  an event of default or an event
creating rights of acceleration,  termination, modification or cancellation or a
loss of rights under,  or require any notice to,  authorization  or approval of,
filing with or consent under:  (1) the certificate of incorporation or bylaws of
Seller;  (2)  any  note,  indenture,  instrument,  agreement,  mortgage,  lease,
license,  franchise,  permit  or  other  authorization,   right  restriction  or
obligation to which Seller is a party or any of its  properties is subject or by
which  Seller is bound;  (3) any  Court  Order to which  Seller is a party or by
which it is bound; or (4) any Requirements of Laws affecting Seller.

     (b) Require the approval,  consent,  authorization or act of, or the making
by Seller of any declaration,  filing or registration with any Person other than
the consent or approval of the stockholders of Seller.

4.4 The Licenses; Build-Out of Licenses.
    -----------------------------------
     (a) Seller has all permits, licenses,  franchises,  variances,  exemptions,
orders,  operating rights and other  governmental  authorizations,  consents and
approvals,  necessary to conduct its business as presently conducted, except for
those the absence of which are not, individually or in the aggregate, reasonably
likely to have a material adverse effect on Seller or prevent,  materially delay
or materially impair its ability to consummate the transactions  contemplated by
this Agreement.

     (b) Seller has performed as of the Effective  Date, and will have performed
as of the Closing Date, all of its respective  obligations required to have been
performed  under the Licenses as of such dates.  Except as set forth on Schedule
I, no event has occurred or condition or state of facts exists which constitutes
or, after notice or lapse of time or both,  would constitute a breach or default
under the  Licenses  which  permits or,  after  notice or lapse of time or both,
would permit revocation or termination of the Licenses, or which might adversely
affect the rights of Seller  under the  Licenses.  The Licenses are valid and in
full force and effect.  The Licenses may be assigned and transferred to Buyer in
accordance  with this  Agreement  and will  continue  in full  force and  effect
immediately after such assignment and transfer,  without the consent,  approval,
or act of, or the making of any filing with,  any  Governmental  Body except for
the FCC Consent.  The  Licenses (i) were granted on the grant date  specified on
Exhibit A and (ii) expire on the expiration dates specified on Exhibit A.

     (c) Seller has timely  complied  with,  and timely  notified the FCC of its
compliance  with,  the  five-year  construction  benchmarks  applicable  to  the
Licenses as mandated by Section 24.203 of the FCC rules.

4.5 Title to Licenses.  Seller has good and  marketable  title to the  Licenses,
free and clear of all Encumbrances.  Upon delivery to Buyer on the Closing Date,
Seller will transfer to Buyer good and marketable title to the Licenses, subject
to no indebtedness or Encumbrances.

4.6 No Violation,  Litigation or Regulatory Action.  Except for the FCC Consent,
    ----------------------------------------------
Seller has complied in all material  respects with all Requirements of Law which
are applicable to the Licenses,  including  without  limitation,  all applicable
rules and regulations of the FCC, tower and lighting requirements of the Federal
Aviation Administration  (""FAA""), and any applicable electrical or other codes
of the  city/locality/state  concerned.  Seller has made all regulatory  filings
required,  and paid all fees and assessments  imposed, by any Governmental Body,
and all such  filings  and the  calculation  of such fees,  are  accurate in all
material respects, except where the failure to make such filing or pay such fees
or assessments would not have a material adverse effect on the Licenses.  Except
as set forth in Schedule I, there is no investigation,  claim,  action,  suit or
other proceeding pending or, to the best knowledge of Seller, threatened against
Seller,  relating to Seller or the  Licenses  which,  if  adversely  determined,
either  would  result in the  revocation,  cancellation,  suspension  or adverse
modification  of the  Licenses  or would have a material  adverse  effect on the
ability of Seller to perform its obligations  hereunder,  nor is Seller aware of
any  reasonable  basis  for  any  such  investigation,  claim,  action,  suit or
proceeding.

4.7 No Finder.  No broker or finder has acted on behalf of Seller in  connection
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with the transactions contemplated hereby.

                                   ARTICLE V.
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer hereby represents and warrants to Seller as follows:

5.1 Organization of Buyer. Buyer is a limited liability company, duly organized,
    ---------------------
validly existing and in good standing under the laws of the State of Delaware.

5.2 Authority of Buyer.  Buyer has full power and authority to execute,  deliver
and perform this  Agreement and any agreement,  document or instrument  executed
and delivered  pursuant to this Agreement or in connection  with this Agreement.
The  execution,  delivery and  performance  of this Agreement and any agreement,
document or instrument  executed and delivered  pursuant to this Agreement or in
connection  with this Agreement by Buyer have been duly  authorized and approved
by all necessary  limited  liability  company actions on the part of Buyer. This
Agreement  is the  legal,  valid and  binding  agreement  of Buyer,  enforceable
against Buyer in accordance  with its terms except for the effect thereon of any
applicable bankruptcy, insolvency, reorganization,  moratorium, and similar laws
affecting the rights of creditors generally, and general principles of equity.

5.3 No Conflicts. Except for the FCC Consent, neither the execution and delivery
    ------------
of this Agreement nor the consummation of any of the  transactions  contemplated
hereby  nor  compliance  with  or  fulfillment  of  the  terms,  conditions  and
provisions hereof will:

     (a) Violate or conflict with,  result in a breach of the terms,  conditions
or  provisions  of, or  constitute  a  default,  an event of default or an event
creating rights of acceleration,  termination, modification or cancellation or a
loss of rights under,  or require any notice to,  authorization  or approval of,
filing with or consent  under:  (1) the  certificate  of  formation or operating
agreement of Buyer;  (2) any material note,  indenture,  instrument,  agreement,
mortgage,  lease,  license,  franchise,  permit  or other  authorization,  right
restriction  or obligation to which Buyer is a party or any of its properties is
subject  or by which  Buyer is bound;  (3) any Court  Order to which  Buyer is a
party or by which it is bound; or (4) any Requirements of Laws affecting Buyer.

     (b) Require the approval,  consent,  authorization or act of, or the making
by Buyer of any declaration, filing or registration with any Person.

5.4 No  Finder  Fees.  No  broker  or  finder  has  acted on  behalf of Buyer in
connection with the transactions contemplated hereby.

5.5  Litigation.  There  is no  investigation,  claim,  action,  suit  or  other
     ----------
proceeding  pending or, to the  knowledge of Buyer,  threatened  against  Buyer,
which is  reasonably  likely to prevent  the  consummation  of the  transactions
contemplated hereby.

5.6 Qualification. Buyer (or its assignee in the event of an assignment pursuant
    -------------
to Section 12.4) is legally  qualified to hold the Licenses,  and to receive any
authorization or approval from any state or local regulatory authority necessary
for it to  acquire  the  Licenses.  Buyer  (or its  assignee  in the event of an
assignment pursuant to Section 12.4) is in compliance with Section 310(b) of the
Communications  Act,  and  all  rules,   regulations  or  policies  of  the  FCC
promulgated thereunder with respect to alien ownership.

                                  ARTICLE VI.
                        ACTION PRIOR TO THE CLOSING DATE

     The parties hereto covenant and agree to take the following actions between
the date hereof and the Closing Date:

6.1  Investigation  by Buyer.  Seller shall  furnish to Buyer or its  authorized
     -----------------------
representatives such information  concerning the Licenses and Seller as shall be
reasonably  requested,  including all such  information as shall be necessary to
enable  Buyer or its  authorized  representatives  to verify the accuracy of the
representations and warranties  contained in this Agreement,  to verify that the
covenants of Seller  contained in this  Agreement have been complied with and to
determine  whether the conditions set forth in Article VIII have been satisfied.
No investigation made by Buyer or its authorized representatives hereunder shall
affect the representations and warranties of Seller hereunder.

6.2  Investigation  by Seller.  Buyer shall furnish to Seller or its  authorized
     ------------------------
representatives  such  information  concerning  Buyer  as  shall  be  reasonably
requested, including all such information as shall be necessary to enable Seller
or its authorized  representatives to verify the accuracy of the representations
and  warranties  contained in this  Agreement,  to verify that the  covenants of
Buyer  contained  in this  Agreement  have been  complied  with and to determine
whether  the  conditions  set  forth  in  Article  IX have  been  satisfied.  No
investigation made by Seller or its authorized  representatives  hereunder shall
affect the representations and warranties of Buyer hereunder.

6.3  Preserve  Accuracy  of  Representations  and  Warranties.  Each party shall
     --------------------------------------------------------
promptly notify the other in writing (a) of any action,  suit or proceeding that
shall be instituted or  threatened  against such party to restrain,  prohibit or
otherwise  challenge  the  legality  of any  transaction  contemplated  by  this
Agreement, (b) of any development causing a breach of any of the representations
and warranties of such party in Articles IV or V above, as applicable, or (c) of
any lawsuit, claim, proceeding or investigation that may be threatened, brought,
asserted or commenced against such party which would have been disclosed if such
lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.
No  disclosure  by any party  pursuant to this  Section 6.3,  however,  shall be
deemed  to  amend  or  supplement  this  Agreement  or to  prevent  or cure  any
misrepresentation, breach of warranty or breach of covenant therein.

6.4 Consents of Third Parties; Governmental Approvals.
    -------------------------------------------------
     (a) Consents.  Seller will act diligently and reasonably to secure,  before
the  Closing  Date,  any  consent,  approval  or waiver,  in form and  substance
reasonably  satisfactory to Buyer,  from any party as required to be obtained to
assign the Licenses to Buyer or to otherwise  satisfy the  conditions  set forth
herein;  provided  that Seller  shall not make any  agreement  or  understanding
affecting the Licenses as a condition  for obtaining any such consent,  approval
or waiver  except  with the prior  written  consent of Buyer.  During the period
prior to the  Closing  Date,  Buyer  shall  act  diligently  and  reasonably  to
cooperate with Seller to obtain the consents, approvals and waivers contemplated
by this Section 6.4(a); provided that Buyer shall have no obligation to offer or
pay any  consideration  in order to obtain any such  consent or approval  (other
than as provided in Section 2.3).

     (b) FCC Consents. Seller shall, as promptly as practicable, but in no event
later  than  five (5)  business  days,  following  the  date of the  Stockholder
Approval,  file  with  the FCC an FCC  Form  603  (or  other  appropriate  form)
application  seeking  consent to assign the Licenses  from Seller to Buyer.  The
parties shall cooperate and use their respective reasonable efforts to prosecute
such application to a favorable conclusion and shall each bear its own costs for
such filings.

                                  ARTICLE VII.
                              ADDITIONAL AGREEMENTS

7.1 Reasonable  Efforts;  Obligations of Buyer and Seller.  Subject to the terms
    -----------------------------------------------------
and conditions herein, each of the parties hereto agrees to use all commercially
reasonably  efforts to take,  or cause to be taken,  all actions,  and to do, or
cause to be done, all things  reasonably  necessary,  proper or advisable  under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions contemplated by this Agreement as promptly as practicable.  In case
at any time after the Closing  any further  action is  reasonably  necessary  to
carry out the  purposes  of this  Agreement,  the proper  agents,  officers  and
directors of each party hereto shall take such action.

7.2 Stockholder Approval.
    --------------------
     (a) Seller shall take all action  necessary in accordance with the Delaware
General  Corporation  Law and its  Certificate  of  Incorporation  and Bylaws to
obtain the necessary  approval in favor of this  Agreement and the  transactions
contemplated hereby,  whether by vote or by written consent, of its stockholders
entitled to vote on this Agreement and the transactions contemplated hereby (the
"Stockholder  Approval"),  which approval shall be obtained,  subject to Section
7.3(c)(iii), no later than the 20th day following the Effective Date. Subject to
Section 7.3,  Seller shall use its  reasonable  best efforts to solicit from its
stockholders the Stockholder Approval.

     (b)  Except  as  expressly  permitted  by  Section  7.3:  (i) the  Board of
Directors of Seller shall recommend that the  stockholders of Seller vote or act
by written  consent in favor of  adoption  and  approval of this  Agreement  and
approval  of  the  Acquisition,   (ii)  the  information  statement  or  similar
documentation  disseminated  to the voting  stockholders of Seller in connection
with the  Stockholder  Approval shall include a statement to the effect that the
Board of Directors of Seller has recommended that Seller's  stockholders vote or
act by written  consent in favor of the adoption and approval of this  Agreement
and  approval of the  Acquisition,  and (iii)  neither the Board of Directors of
Seller nor any committee thereof shall withdraw,  amend or modify, or propose or
resolve  to  withdraw,  amend  or  modify  in a manner  adverse  to  Buyer,  the
recommendation of its Board of Directors that the stockholders of Seller vote or
act by written  consent in favor of adoption and approval of this  Agreement and
the Acquisition.

7.3 Acquisition Proposals.
    ---------------------
     (a) Seller agrees that neither it nor any of its  Affiliates nor any of the
officers and directors of it or its  Affiliates  shall,  and that it shall cause
its and its Affiliates' employees,  agents and Representatives not to (and shall
not authorize  any of them to) directly or  indirectly:  (i) solicit,  initiate,
encourage,  knowingly  facilitate  or induce any inquiry with respect to, or the
making,  submission or announcement of, any Acquisition  Proposal (as defined in
Section 7.3(g)), (ii) participate in any discussions or negotiations  regarding,
or furnish to any Person any nonpublic  information with respect to, or take any
other action to knowingly facilitate any inquiries or the making of any proposal
that  constitutes  or may  reasonably  be expected  to lead to, any  Acquisition
Proposal,  (iii) approve,  endorse or recommend any Acquisition Proposal (except
to the extent specifically  permitted pursuant to Section 7.3(d)), or (iv) enter
into any letter of intent or similar  document  or any  contract,  agreement  or
commitment  contemplating or otherwise  relating to any Acquisition  Proposal or
transaction   contemplated  thereby.  Seller  and  its  Subsidiaries  and  their
respective  officers,  directors,  employees,  agents and representatives  shall
immediately cease any and all existing  activities,  discussions or negotiations
with any third  parties  conducted  heretofore  with respect to any  Acquisition
Proposal.

     (b) (i)  Within two (2)  business  days  after  receipt of any  Acquisition
Proposal or any request for nonpublic information or inquiry which it reasonably
believes could lead to an Acquisition Proposal,  Seller shall provide Buyer with
oral and written notice of the material terms and conditions of such Acquisition
Proposal, request or inquiry, and the identity of the Person or Group making any
such  Acquisition  Proposal,  request  or  inquiry  and a copy  of  all  written
materials  provided in connection  with such  Acquisition  Proposal,  request or
inquiry.  Upon receipt of the Acquisition Proposal,  request or inquiry,  Seller
shall provide Buyer as promptly as  practicable  oral and written notice setting
forth all such information as is reasonably  necessary to keep Buyer informed in
all material respects of the status and details (including  material  amendments
or proposed material  amendments) of any such Acquisition  Proposal,  request or
inquiry  and shall  promptly  provide to Buyer a copy of all  written  materials
subsequently provided in connection with such Acquisition  Proposal,  request or
inquiry.

     (ii) Seller shall  provide Buyer with  forty-eight  (48) hours prior notice
(or such  lesser  prior  notice as is  provided  to the  members of its Board of
Directors)  of any  meeting  of its  Board of  Directors  at which  its Board of
Directors is reasonably expected to consider any Acquisition Proposal.

     (c)  Notwithstanding  anything to the contrary  contained in Section 7.3(a)
and subject to compliance with Section 7.3(b), in the event that Seller receives
an unsolicited,  bona fide Acquisition  Proposal from a Person that its Board of
Directors has in good faith  concluded  (following  the receipt of the advice of
its  outside  legal  counsel  and its  financial  advisor,  if any),  is,  or is
reasonably likely to result in, a Superior Offer (as defined in Section 7.3(g)),
it may then take the  following  actions (but only if and to the extent that its
Board of Directors  concludes in good faith,  following the receipt of advice of
its outside legal  counsel,  that the failure to do so is  reasonably  likely to
result in a breach of its  fiduciary  obligations  under  applicable  law):  (i)
furnish  nonpublic  information  to the  third  party  making  such  Acquisition
Proposal,  provided that (A) (1) concurrently with furnishing any such nonpublic
information  to such party,  it gives Buyer  written  notice of its intention to
furnish  nonpublic  information  and (2) it  receives  from the  third  party an
executed  confidentiality  agreement containing customary limitations on the use
and disclosure of all nonpublic  written and oral information  furnished to such
third party on its behalf, the terms of which are at least as restrictive as the
terms  contained in the NDA and (B)  contemporaneously  with furnishing any such
nonpublic   information  to  such  third  party,  it  furnishes  such  nonpublic
information  to Buyer (to the extent  such  nonpublic  information  has not been
previously so furnished);  (ii) engage in negotiations with the third party with
respect to the Acquisition  Proposal,  provided that  concurrently with entering
into  negotiations  with such third party,  it gives Buyer written notice of its
intention to enter into  negotiations  with such third party and (iii)  postpone
the Stockholder Approval for such period of time not to exceed 15 days following
the  date of the  receipt  of such  Acquisition  Proposal  as in the  reasonable
judgment of the Board of  Directors  is required in order to  determine  whether
such Acquisition Proposal constitutes a Superior Offer and/or to comply with the
provisions of this Section 7.3.

     (d) In response to the receipt of a Superior Offer,  the Board of Directors
of Seller may withhold, withdraw, amend or modify its recommendation in favor of
the Acquisition (any of the foregoing  actions,  whether by a Board of Directors
or a committee thereof, a "Change of  Recommendation"),  if all of the following
conditions  in clauses  (i)  through  (v) are met at least two days prior to any
Change of  Recommendation:  (i) a Superior Offer with respect to Seller has been
made and has not been withdrawn;  (ii) the Stockholder Approval has not yet been
obtained;  (iii) Seller shall have (A)  provided to Buyer  written  notice which
shall  state  expressly  (1) that it has  received  a  Superior  Offer,  (2) the
material  terms and  conditions  of the  Superior  Offer and the identity of the
Person or Group making the Superior  Offer,  and (3) that it intends to effect a
Change of  Recommendation  and the  manner  in which it  intends  to do so,  (B)
provided to Buyer a copy of all  written  materials  delivered  to the Person or
Group making the Superior Offer in connection with such Superior Offer,  and (C)
made  available to Buyer all materials  and  information  made  available to the
Person or Group  making the  Superior  Offer in  connection  with such  Superior
Offer; (iv) its Board of Directors has concluded in good faith, after receipt of
advice of its outside legal counsel,  that, in light of such Superior Offer, the
failure  of the  Board of  Directors  to effect a Change  of  Recommendation  is
reasonably  likely to result in a breach  of its  fiduciary  obligations  to its
stockholders  under  applicable  Law; and (v) it shall not have  breached in any
material  respect any of the provisions set forth in Section 7.2 or this Section
7.3.

     (e)  Notwithstanding  anything to the contrary contained in this Agreement,
Seller shall not submit to the vote of its respective  stockholders  or take any
action by written  consent  on any  Acquisition  Proposal,  or propose to do so,
unless and until this Agreement  shall have been  terminated in accordance  with
its terms.

     (f) Nothing  contained in this Agreement shall prohibit either party or its
respective  Board of Directors from taking and disclosing to its  stockholders a
position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange
Act;  provided  that Seller shall not effect a Change of  Recommendation  unless
specifically permitted pursuant to the terms of Section 4.3(d).

     (g) For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

          (i) "Acquisition Proposal" shall mean any offer or proposal,  relating
     to any  transaction or series of related  transactions  involving:  (A) any
     purchase  from Seller or  acquisition  by any Person or "Group" (as defined
     under  Section  13(d) of the  Exchange  Act and the rules  and  regulations
     thereunder)  of  more  than a ten  percent  (10%)  interest  in  the  total
     outstanding  voting  securities  of Seller or any tender  offer or exchange
     offer that if consummated would result in any Person or Group  beneficially
     owning ten percent (10%) or more of the total outstanding voting securities
     of Seller, or any acquisition,  consolidation, merger, business combination
     or similar transaction involving Seller, (B) any sale, lease (other than in
     the ordinary course of business),  exchange,  transfer, license (other than
     in the ordinary  course of business),  acquisition  or  disposition of more
     than ten  percent  (10%) of the assets of Seller,  or (C) any  liquidation,
     spin-off or dissolution of the Assets or Seller.

          (ii) "Superior Offer" shall mean an unsolicited,  bona fide offer made
     by a third party to acquire, directly or indirectly,  pursuant to a merger,
     tender offer, exchange offer, acquisition,  consolidation or other business
     combination,  substantially all of the assets of Seller or more than 50% of
     the total  outstanding  voting securities of Seller on terms that the Board
     of Directors of Seller has in good faith  concluded  (following the receipt
     of advice of its outside legal counsel and consultation  with its financial
     adviser),  taking into account,  among other things, all legal,  financial,
     regulatory  and other aspects of the offer and the Person making the offer,
     to be  more  favorable,  from  a  financial  point  of  view,  to  Seller's
     stockholders (in their  capacities as  stockholders)  than the terms of the
     Acquisition (which shall be adjusted for comparison  purposes to include an
     implied  residual  enterprise  value for  Seller's  assets  other  than the
     Licenses) and is capable of being consummated.

7.4 Filing of Form 8-K. The parties  hereto  acknowledge  that Seller shall file
    ------------------
with the  Securities  and  Exchange  Commission  the Current  Report on Form 8-K
prepared by Seller and  delivered to Buyer on the date  hereof,  to which Seller
shall  annex as an  exhibit  a copy of this  Agreement  and a copy of the  press
release mutually agreeable to Buyer and Seller issued in accordance with Section
12.2 hereof.



                                  ARTICLE VIII
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER

     The  obligations of Buyer under this  Agreement  shall be, at the option of
Buyer,  subject to the  satisfaction  of the conditions  set forth below,  on or
prior to the Closing Date.  These conditions are solely for the benefit of Buyer
and may be waived by Buyer at any time in its sole discretion.

8.1 No Misrepresentation or Breach of Covenants and Warranties. There shall have
been no material breach by Seller in the performance of any of its covenants and
agreements  herein;  each  of  the  representations  and  warranties  of  Seller
contained  or  referred  to herein  shall be true and  correct  in all  material
respects on the Closing  Date as though  made on the  Closing  Date,  except for
changes therein  specifically  permitted by this Agreement or resulting from any
transaction expressly consented to in writing by Buyer.

8.2 No Restraint or Litigation.  No action,  suit,  investigation  or proceeding
    --------------------------
(except for any action,  suit,  investigation or proceeding  relating to the FCC
Consent,  which shall be governed  solely by the  condition set forth in Section
8.3) shall have been  instituted to restrain or prohibit or otherwise  challenge
the legality or validity of the transactions contemplated hereby, and no action,
suit, investigation or proceeding shall have been instituted, nor shall an order
have been issued by the court  addressing the merits of the matters set forth in
Schedule I in a manner that directly and materially  adversely affects the right
of Buyer to own and  control  the  Licenses  following  the  Closing  or  awards
material damages,  fines,  penalties or expenses to be paid by Seller which have
not been paid by Seller.

8.3 FCC Consent.  The FCC shall have  consented by Final Order to the assignment
    -----------
of the Licenses to Buyer.

8.4  Stockholder Consent.  Seller shall have received the consent or approval of
     -------------------
     its   stockholders  to  the   consummation   of  the
     transaction contemplated by this Agreement.

8.5 Necessary  Consents.  Seller shall have  delivered all third party  consents
    -------------------
required  for  Seller  to   consummate   the   transaction
contemplated by this Agreement.

8.6 Closing  Deliveries.  Seller  shall have made all of its Closing  Deliveries
    -------------------
described in Section 3.3.



                                   ARTICLE IX
                CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

     The  obligations of Seller under this Agreement  shall be, at the option of
Seller,  subject to the  satisfaction  of the conditions set forth below,  on or
prior to the Closing Date. These conditions are solely for the benefit of Seller
and may be waived by Seller at any time in their sole discretion.

9.1 No Misrepresentation or Breach of Covenants and Warranties. There shall have
    ----------------------------------------------------------
been no material  breach by Buyer in the performance of any of its covenants and
agreements herein; each of the representations and warranties of Buyer contained
or referred to herein shall be true and correct in all material  respects on the
Closing  Date as though made on the  Closing  Date,  except for changes  therein
specifically  permitted  by this  Agreement or  resulting  from any  transaction
expressly consented to in writing by Seller.

9.2 No Restraint or Litigation.  No action,  suit,  investigation  or proceeding
    --------------------------
(except  for any  action,  suit,  investigation  or  proceeding  relating to FCC
matters,  which shall be governed  solely by the  condition set forth in Section
9.3) shall have been  instituted to restrain or prohibit or otherwise  challenge
the legality or validity of the transactions contemplated hereby.

9.3 FCC Consent. The FCC Consent shall have been obtained.
    -----------

9.4 Stockholder  Consent.  Seller shall have received the consent or approval of
    --------------------
its  stockholders to the  consummation  of the transaction  contemplated by this
Agreement.

9.5 Closing  Deliveries.  Buyer  shall have made all of its  Closing  Deliveries
    -------------------
described in Section 3.2.

                                   ARTICLE X.
                                 INDEMNIFICATION

10.1  Survival.  All of  the  representations  and  warranties  of  the  parties
      --------
contained in Article IV or Article V shall survive the Closing  hereunder  (even
if the other party knew or had reason to know of any misrepresentation or breach
of warranty at the time of such Closing, unless the other party expressly waives
in  writing  any such  breach at or before the time of such  Closing)  and shall
continue  in full force and  effect  until the two (2) year  anniversary  of the
Closing  Date,  except  that the  representations  and  warranties  set forth in
Sections  4.2,  4.5, 5.2 and 5.6 shall  survive the Closing and continue in full
force and effect until the five (5) year anniversary of the Closing Date.

10.2  Indemnification  by  Seller.  Seller  and the  Stockholders,  jointly  and
      ---------------------------
severally, shall indemnify Buyer, its Affiliates and their respective directors,
officers,  agents,  successors  and assigns from and against the entirety of any
Losses or  reasonable  Expenses any such person may incur prior to,  through and
after the date of the claim for indemnification  resulting from, arising out of,
relating to, in the nature of, or caused by:

     (a) the breach (or any claim, action, suit or proceeding,  in the event any
third party alleges facts that, if true,  would mean Seller has breached) of any
of its representations, warranties, or covenants contained herein, and, if there
is an applicable  survival period pursuant to Section 10.1 above,  Buyer makes a
written claim against Seller within such period;

     (b) the matters set forth in Schedule I; and

     (c) any actual or threatened claim, action, suit or proceeding  (including,
without  limitation,  FCC  enforcement  action)  against  Buyer  or  any  of its
Affiliates arising from Seller's ownership or operation of the Licenses prior to
the Closing or arising out of, or based upon, any Excluded Liability.

10.3  Indemnification by Buyer. In the event Buyer breaches (or in the event any
      ------------------------
third party alleges  facts that, if true,  would mean Buyer has breached) any of
its representations,  warranties, or covenants contained herein and, if there is
an applicable  survival period pursuant to Section 10.1 above and Seller makes a
written claim against Buyer within such period, or in the event of any actual or
threatened claim, action, suit or proceeding against Seller arising from Buyer's
ownership or operation of the Licenses  following the Closing,  then Buyer shall
indemnify Seller and its respective directors,  officers, agents, successors and
assigns from and against the entirety of any Losses or  reasonable  Expenses any
such  person  may incur  prior to,  through  and after the date of the claim for
indemnification  resulting from,  arising out of, relating to, in the nature of,
or caused by the breach (or the alleged breach), or such claim,  action, suit or
proceeding.

10.4 Certain Limitations. Notwithstanding any provision of this Agreement to the
     -------------------
contrary and except for fraud or as set forth below:

     (a)  the   maximum   aggregate   liability   of  Seller   pursuant  to  the
indemnification obligations under Section 10.2 shall not exceed Thirteen Million
Seven Hundred Fifty Thousand Dollars ($13,750,000.00);

     (b) the  maximum  aggregate  liability  of  Lynch  Interactive  Corporation
pursuant to the indemnification  obligations under Section 10.2 shall not exceed
the greater of (x) Eight  Million  Dollars  ($8,000,000.00)  or (y) the Purchase
Price  paid to Lynch  Interactive  Corporation  as a result  of any  redemption,
distribution, dissolution or liquidation of or transaction with Seller;

     (c) the maximum  aggregate  liability  of Fortunet  Wireless  Communication
Corporation pursuant to the indemnification obligations under Section 10.2 shall
not exceed the greater of (x) Six Hundred Thousand Dollars  ($600,000.00) or (y)
the Purchase Price paid to to Fortunet Wireless  Communication  Corporation as a
result  of  any  redemption,  distribution,  dissolution  or  liquidation  of or
transaction with Seller;

     (d)  the   maximum   aggregate   liability   of  Buyer   pursuant   to  the
indemnification  obligations  under  Section 10.3 shall not exceed Eight Million
Six Hundred Thousand Dollars ($8,600,000.00);

     (e) the  indemnification  rights in this Article X shall expire: (i) at the
end of the survival  period set forth in Section 10.1,  (ii) with respect to the
matters  set forth in Section  10.2(b)  ninety  (90) days after  Buyer  receives
written  notice from Seller of both (x) a final,  nonappealable  order,  and (y)
confirmation by Seller and/or Stockholders of payment of any amounts that may be
payable by Seller and/or the Stockholders  with respect thereto;  and (iii) five
(5) years  following  the Closing Date for all other  matters;  provided that in
each case the  Indemnitor  (as defined  below) shall  continue to be responsible
after  such  expiration  dates for those  claims  and  losses of which they have
received notice required by this Article prior to the expiration  dates referred
to in (i), (ii) and (iii) of this Section 10.4(e).

     Except  in the case of fraud or a  willful  or  intentional  breach of this
Agreement,  no Indemnified Party (as defined below) shall be entitled to receive
any special, punitive, incidental or consequential damages.

10.5 Notice of Claims.
     ----------------

     (a) Any party (the "Indemnified Party") seeking  indemnification under this
Article X shall give to the party obligated to provide  indemnification  to such
Indemnified Party (the  "Indemnitor") a notice (a "Claim Notice")  describing in
reasonable  detail  the  facts  giving  rise to any  claim  for  indemnification
hereunder  and shall  include in such Claim Notice (if then known) the amount or
the method of  computation  of the amount of such claim,  and a reference to the
provision of this  Agreement or any agreement,  document or instrument  executed
pursuant  hereto or in  connection  herewith  upon  which  such  claim is based;
provided,  that a Claim Notice in respect of any action at law or suit in equity
by or against a third Person as to which indemnification will be sought shall be
given  promptly  after the action or suit is  commenced;  provided  further that
failure to give such notice shall not relieve the Indemnitor of its  obligations
hereunder except to the extent it shall have been prejudiced by such failure.

     (b) Subject to Section 10.4,  after the giving of any Claim Notice pursuant
hereto,  the amount of  indemnification  to which an Indemnified  Party shall be
entitled under this Article X shall be determined:  (i) by the written agreement
between the Indemnified  Party and the  Indemnitor;  or (ii) by an award from an
arbitrator  pursuant to Section 12.10 hereof or by a final judgment or decree of
any court of competent jurisdiction.  The judgment or decree of a court shall be
deemed final when the time for appeal,  if any, shall have expired and no appeal
shall  have  been  taken or when all  appeals  taken  shall  have  been  finally
determined. The Indemnified Party shall have the burden of proof in establishing
the amount of Losses and Expenses suffered by it.

10.6 Third Person Claims.
     -------------------

     (a) Subject to Section 10.6(b),  the Indemnified Party shall have the right
to conduct and control, through counsel of its choosing, the defense, compromise
or settlement of any third Person claim, action or suit against such Indemnified
Party as to which  indemnification  will be sought by any Indemnified Party from
any Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in
connection  therewith and shall furnish such records,  information and testimony
and attend such conferences, discovery proceedings, hearings, trials and appeals
as may be reasonably requested by the Indemnified Party in connection therewith;
provided, that the Indemnitor may participate,  through counsel chosen by it and
at its own expense, in the defense of any such claim, action or suit as to which
the Indemnified Party has so elected to conduct and control the defense thereof;
and provided, further, that the Indemnified Party shall not, without the written
consent of the  Indemnitor  (which  written  consent  shall not be  unreasonably
withheld), pay, compromise or settle any such claim, action or suit, except that
no such  consent  shall be required  if,  following a written  request  from the
Indemnified  Party, the Indemnitor  shall fail,  within fourteen (14) days after
the making of such request,  to  acknowledge  and agree in writing that, if such
claim,  action or suit shall be adversely  determined,  such  Indemnitor  has an
obligation  to provide  indemnification  hereunder  to such  Indemnified  Party.
Notwithstanding  the foregoing,  the  Indemnified  Party shall have the right to
pay,  settle or compromise any such claim,  action or suit without such consent,
provided  that in such  event the  Indemnified  Party  shall  waive any right to
indemnity hereunder unless such consent is unreasonably withheld.

     (b) If any third Person claim, action or suit against any Indemnified Party
is solely for money damages, then the Indemnitor shall have the right to conduct
and  control,  through  counsel of its  choosing,  the  defense,  compromise  or
settlement  of any  such  third  Person  claim,  action  or  suit  against  such
Indemnified Party as to which  indemnification will be sought by any Indemnified
Party from any  Indemnitor  hereunder if the  Indemnitor  has  acknowledged  and
agreed in writing that, if the same is adversely determined,  the Indemnitor has
an obligation to provide  indemnification  to the  Indemnified  Party in respect
thereof,  and  in any  such  case  the  Indemnified  Party  shall  cooperate  in
connection  therewith and shall furnish such records,  information and testimony
and attend such conferences, discovery proceedings, hearings, trials and appeals
as may be  reasonably  requested  by the  Indemnitor  in  connection  therewith;
provided, that the Indemnified Party may participate,  through counsel chosen by
it and at its own expense,  in the defense of any such claim,  action or suit as
to which the  Indemnitor  has so elected  to conduct  and  control  the  defense
thereof.  Notwithstanding  the foregoing,  the Indemnified  Party shall have the
right to pay, settle or compromise any such claim, action or suit, provided that
in such event the Indemnified Party shall waive any right to indemnity  therefor
hereunder  unless the  Indemnified  Party  shall have  sought the consent of the
Indemnitor  to such  payment,  settlement  or  compromise  and such  consent was
unreasonably withheld, in which event no claim for indemnity therefore hereunder
shall be waived.

10.7 Amount of  Indemnification  Payments.  In  calculating  any Loss or Expense
     ------------------------------------
there shall be deducted any insurance  recovery in respect thereof (and no right
of subrogation shall accrue hereunder to any insurer).



                                   ARTICLE XI.
                                   TERMINATION

11.1  Termination.   Anything  contained  in  this  Agreement  to  the  contrary
      -----------
notwithstanding, this Agreement may be terminated:

     (a) By the mutual written consent of Seller and Buyer;

     (b) By either  Seller or Buyer upon  written  notice to the  other,  in the
event the other  party (the  "Breaching  Party")  has  materially  breached  its
representations,  warranties or covenants contained in this Agreement and failed
to cure such breach within 30 days after it has been given a Termination  Notice
in respect of such  breach;  provided,  however,  that the party  claiming  such
breach (i) is not itself in material breach of its  representations,  warranties
or covenants  contained  herein,  (ii) promptly  notifies the Breaching Party in
writing (the "Termination Notice") of its intention to exercise its rights under
this  Agreement  as a  result  of  the  breach,  and  (iii)  specifies  in  such
Termination  Notice  the  representation,  warranty  or  covenant  of which  the
Breaching Party is allegedly in material breach;

     (c) By either Seller or Buyer upon written notice to the other,  if a court
of  competent  jurisdiction  or  Governmental  Body shall have  issued an order,
decree or ruling permanently restraining, enjoining or otherwise prohibiting the
transactions  contemplated by this Agreement,  and such order, decree, ruling or
other action shall have become final and non-appealable; or

     (d) By either Seller or Buyer upon twenty (20) days' prior  written  notice
of such termination, if the Closing shall not have occurred on or before the one
(1) year anniversary of the date of the Stockholder Approval, unless the failure
to consummate the transaction  contemplated by this Agreement is the result of a
breach of this Agreement by the party seeking termination.

     (e) By either Buyer or Seller in the event the  stockholders of Seller fail
to give the Stockholder  Approval within the applicable time period set forth in
Section 7.2; provided, however, that the right to terminate this Agreement under
this  Section  11.1(e)  shall not be  available  to Seller  where the failure to
obtain  stockholder  approval shall have been caused by the action or failure to
act by Seller and such action or failure to act constitutes a material breach by
Seller of this Agreement; or

     (f) By Buyer in the event that (i) the Board of Directors of Seller,  shall
have resolved not to reaffirm the Acquisition, or (ii) the Board of Directors of
Seller  shall have  failed to include in the  information  statement  or similar
documentation  disseminated  to the voting  stockholders of Seller in connection
with the  Stockholder  Approval  its  recommendation,  without  modification  or
qualification,  that Seller's  stockholders approve and adopt this Agreement and
approve the  Acquisition  or shall have  withdrawn,  qualified or  modified,  or
proposed publicly to withdraw,  qualify or modify, in a manner adverse to Buyer,
the recommendation of such Board of Directors to Seller's stockholders that they
approve and adopt this Agreement and approve the Acquisition, or (iii) the Board
of Directors of Seller shall have made a Change of Recommendation or, within ten
business days after  commencement of any tender or exchange offer for any shares
of Seller  Common  Stock,  the Board of Directors of Seller shall have failed to
recommend   against   acceptance  of  such  tender  or  exchange  offer  by  its
stockholders  or takes no position with respect to the acceptance of such tender
or exchange  offer by its  stockholders,  or (iv) any Person  (other than Buyer)
shall have  acquired  beneficial  ownership  (determined  pursuant to Rule 13d-3
promulgated under the Exchange Act) of 10% or more of the outstanding  shares of
Seller Common Stock; or

     (g) By Seller, (provided that Seller has complied with Sections 7.2 and 7.3
hereof), if the Board of Directors of Seller has made a Change of Recommendation
in order to approve  and permit  Seller to accept a  Superior  Offer;  provided,
however,  that (i) upon request by Buyer, the Board of Directors of Seller shall
negotiate in good faith to modify this  Agreement  for three (3)  business  days
after Seller has provided to Buyer an initial  notice of its intent to terminate
pursuant to this Section  11.1(g),  and (ii) Seller shall have tendered to Buyer
payment in full of the amount  specified in Section 11.3 after  compliance  with
the foregoing clause (i) and  concurrently  with delivery of its final notice of
termination pursuant to this Section 11.1(g); or

     (h) By Buyer in the event that: a Final Order is not issued  within  twelve
(12) months of the date the  applications  are placed on public notice;  a Final
Order is issued that is  expressly  conditioned  upon the outcome of the matters
set  forth in  Schedule  I; the FCC  issues an Order to Show  Cause (or  similar
notice)  why  the  Licenses  should  not be  revoked;  the  FCC  designates  the
transferor/assignor's basic qualifications for hearing; or an order is issued by
the court  addressing  the merits of the  matters  set forth in  Schedule I in a
manner that directly and materially  adversely affects the right of Buyer to own
and control the Licenses following the Closing.

11.2 Effect of  Termination.  In the event of  termination  of this Agreement by
     ----------------------
either party, except as otherwise provided herein, all rights and obligations of
the parties under this Agreement  shall  terminate  without any liability of any
party to any other party  (except for any  liability of any party then in breach
of its covenants,  representations or warranties  hereunder).  The provisions of
Sections 11.2, 11.3, 12.1, 12.3, 12.5, 12.6, 12.7, 12.8, 12.10, 12.11, and 12.12
shall expressly survive the expiration or termination of this Agreement. Nothing
in this Section 11.2 shall be deemed to release any party from any liability for
breach  by such  party  of its  obligations  under  this  Agreement  or from any
obligations that exist under separate agreements between the parties.

11.3 Expenses. Notwithstanding Section 12.7 of this Agreement, if:
     --------

     (a) (i)  either  Seller or Buyer  terminates  this  Agreement  pursuant  to
11.1(d),  Section  11.1(e) or 11.1(b) and there has been  publicly  announced an
Acquisition Proposal (other than the Acquisition) prior to the termination date,
and there has been publicly  announced an Acquisition  Proposal  (other than the
Acquisition)  prior  to the  termination  date,  and  Seller  has  not  publicly
disapproved  without  condition or qualification  such Acquisition  Proposal and
publicly  reaffirmed  without  condition  or  qualification  its approval of the
Acquisition,  or (ii)  Seller has failed to perform  and comply in all  material
respects with any of its obligations,  agreements or covenants  required by this
Agreement and Buyer terminates this Agreement  pursuant to Section 11.1(b),  and
within  twelve  months of such  termination  under  either of (i) or (ii)  above
Seller shall either (1) consummate an Acquisition  Proposal or (2) enter into an
agreement  with  respect  to  an  Acquisition  Proposal,  whether  or  not  such
Acquisition  Proposal (but changing,  in the case of (1) and (2), the references
to the  10%  amounts  in the  definition  of  Acquisition  Proposal  to  50%) is
subsequently consummated; or

     (b) Buyer shall terminate this Agreement pursuant to 11.1(f); or

     (c) Seller shall terminate this Agreement pursuant to 11.1(g);

     then  Seller  shall  pay  to  Buyer  an  amount  equal  to  $500,000   (the
"Termination  Fee").  Seller hereby waives any right to set-off or  counterclaim
against  such  amounts.  If the  Termination  Fee shall be payable  pursuant  to
subsection  (a) of this  Section  11.3,  the  Termination  Fee  shall be paid in
same-day  funds at or prior to the earlier of the date of  consummation  of such
Acquisition  Proposal or the date of execution  of an agreement  with respect to
such Acquisition  Proposal.  If the Termination Fee shall be payable pursuant to
subsection  (b) of this  Section  11.3,  the  Termination  Fee  shall be paid in
same-day  funds  upon the  earlier of (i) the  execution  of an  agreement  with
respect to such Acquisition  Proposal or (ii) two business days from the date of
termination of this Agreement.  If the Termination Fee shall be payable pursuant
to subsection  (c) of this Section 11.3,  the  Termination  Fee shall be paid in
same-day  funds  concurrently  with the delivery of the notice of termination of
this Agreement pursuant to Section 11.1(g).



                                  ARTICLE XII.
                               GENERAL PROVISIONS

12.1 Confidential  Nature of Information.  Each party will treat as confidential
     -----------------------------------
all  documents,  materials  and other  information  which it shall have obtained
regarding the other party during the course of the  negotiations  leading to the
consummation of the transactions contemplated hereby (whether obtained before or
after the date of this Agreement),  the investigation  provided for herein,  and
the preparation of this Agreement and other related documents, all in accordance
with the terms of the non-disclosure  agreement (entitled  Information  Exchange
Agreement  dated  November 5, 2001 by and between  Seller and Buyer (the "NDA").
The parties agree that the term of the NDA shall extend until the Closing Date.

12.2 No  Public  Announcement;  Press  Releases.  No party  shall,  without  the
     ------------------------------------------
approval  of the  other,  make any press  release or other  public  announcement
concerning the transactions contemplated by this Agreement, except as and to the
extent that any such party shall be so obligated by law, in which case the other
party  shall be advised and the parties  shall use their  reasonable  efforts to
cause a mutually  agreeable release or announcement to be issued;  provided that
the foregoing  shall not preclude  communications  or  disclosures  necessary to
implement  the  provisions  of this  Agreement,  to comply with  accounting  and
Securities  and Exchange  Commission  disclosure  obligations  or applicable FCC
disclosure  obligations;  and provided further that Seller and Buyer each hereby
consents to the other party issuing a press release in a mutually agreeable form
with respect to this Agreement promptly after the execution of this Agreement.

12.3 Notices. All notices, certifications, requests, demands, payments and other
     -------
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given and delivered if by overnight  delivery,  by a  nationally-recognized
carrier;  if by  mail,  by first  class  certified  mail,  postage  prepaid,  or
delivered personally;  or if sent by facsimile, with transmission confirmed by a
printout from the facsimile machine and simultaneously  followed by the original
communications by first class certified mail, postage prepaid:

         If to Seller:

         Sunshine PCS Corporation
         359 West 11th Street
         Suite 7B
         New York, NY  10014
         Attention: Karen Johnson, CEO
         Telephone:  (646) 336-1718
         Facsimile: (212) 935-1787 (Attention: David J. Adler, Esq.)

         If to Buyer:

         Cingular Wireless LLC
         5565 Glenridge Connector
         Atlanta, Georgia, 30342
         Attention:  General Counsel
         Telephone: (404) 236-6140
         Facsimile:  (404) 236-6145

     or to such other  address or  addresses  as may  hereafter  be specified by
notice given by any of the above to the others.  Notices  given by United States
certified  mail as  aforesaid  shall be  effective  on the  third  business  day
following the day on which they were deposited in the mail. Notices delivered in
person or by overnight  courier shall be effective upon delivery.  Notices given
by facsimile shall be effective when transmitted,  provided  facsimile notice is
confirmed  by telephone  and is  transmitted  on a business  day during  regular
business hours.

12.4 Successors and Assigns.  The rights and obligations of any party under this
     ----------------------
Agreement  shall not be  assignable  by such party  hereto  without  the written
consent of the other  party;  provided,  however,  Buyer may,  without the prior
consent of Seller,  assign its rights  hereunder to receive the Licenses to, (a)
any Affiliate of Buyer, (b) any successor of all or substantially all of Buyer's
business  by way of merger,  consolidation,  liquidation,  purchase of assets of
Buyer or other form of  acquisition or other form of  reorganization  or (c) any
lender of Buyer as collateral, but no such assignment shall relieve Buyer of any
of its obligations to Seller hereunder. This Agreement shall be binding upon and
inure to the benefit of the parties  hereto and their  successors  and permitted
assigns.  No Stockholder a party hereto, nor their successors or assigns,  shall
assign their  obligations  under this contract without the prior written consent
of Buyer. In the event any  Stockholder  assigns or distributes its right to all
or any part of the Purchase  Price from Seller or sells or  otherwise  transfers
any  securities  in Seller  to any  Person,  such  assignment,  distribution  or
transfer  shall be deemed not to have occurred for purposes of the  calculations
set forth in Sections 10.4(b)(y) and 10.4(c)(y)..

12.5 Entire  Agreement;  Amendments.  Except for the NDA  referred to in Section
     ------------------------------
12.1,  which shall  continue in full force and effect and shall be binding  upon
the parties for the full length of its term,  this  Agreement  and the  Exhibits
referred  to herein and the  documents  delivered  pursuant  hereto  contain the
entire  understanding  of the parties  hereto with regard to the subject  matter
contained   herein  or  therein,   and   supersede   all  prior   agreements  or
understandings  among  Buyer  and  Seller,  with  respect  to  the  transactions
contemplated   herein.  This  Agreement  shall  not  be  amended,   modified  or
supplemented except by a written instrument signed by authorized representatives
of Buyer and Seller.

12.6  Waivers.  Any  failure of Buyer or Seller to comply  with any  obligation,
      -------
covenant, agreement or condition herein may be waived by the other party only by
a written  instrument  signed by Buyer or Seller,  as applicable,  granting such
waiver,  but such waiver or failure to insist upon strict  compliance  with such
obligation,  covenant,  agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.

12.7  Expenses.  Except as  otherwise  set forth in this  Agreement,  each party
      --------
hereto will pay all of its own costs and  expenses  incident to its  negotiation
and  preparation  of this  Agreement and the  consummation  of the  transactions
contemplated  hereby,  including  the fees,  expenses and  disbursements  of its
counsel  and  advisors.  In the  event  any  party  shall  bring  an  action  or
arbitration in connection with the performance, breach or interpretation of this
Agreement,  the  prevailing  party in any such  action or  arbitration  shall be
entitled to recover from the losing party all  reasonable  costs and expenses of
such action or arbitration, including attorneys' fees.

12.8 Partial Invalidity;  Construction. Wherever possible, each provision hereof
     ---------------------------------
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but in case any one or more of the provisions  contained  herein
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect,  such provision  shall be  ineffective  to the extent,  but only to the
extent, of such invalidity,  illegality or unenforceability without invalidating
the remainder of such  provision or provisions or any other  provisions  hereof,
unless such a construction would be unreasonable; provided, however, that if the
removal of such  offending  term or provision  materially  alters the burdens or
benefits  of any of the  parties  under this  Agreement,  the  parties  agree to
negotiate in good faith such  modifications to this Agreement as are appropriate
to ensure the burdens and benefits of each party under such  modified  Agreement
are reasonably  comparable to the burdens and benefits  originally  contemplated
and  expected.  The  parties  agree  that  this  Agreement  shall  be  construed
neutrally, without regard to the party responsible for its preparation.

12.9  Execution in  Counterparts.  This Agreement may be executed in one or more
      --------------------------
counterparts  which  may be  delivered  by  facsimile,  each of  which  shall be
considered an original instrument,  but all of which shall be considered one and
the same agreement,  and shall become binding when one or more counterparts have
been signed by each of the  parties  hereto and  delivered  to each of the other
parties hereto.

12.10 Resolution of Disputes. Except with respect to a breach of the obligations
      ----------------------
of confidentiality  and actions detrimental to the assignment and acquisition of
the Licenses contemplated  hereunder,  as to which the non-breaching party shall
have  the  right  to  seek  from  any  court  of  proper  jurisdiction  specific
performance,  injunctive  remedy or other equitable  remedies without  complying
with the provisions of this Section 12.10, senior management  employees of Buyer
and  Seller  shall  meet and  negotiate  in good  faith to reach a  satisfactory
resolution to any dispute  arising in connection  with this  Agreement.  If such
negotiations  do not result in a resolution  within five (5) calendar days after
the  first  meeting  of  such  representatives,   then  any  dispute,  claim  or
controversy  arising  under  this  Agreement  or in  any  way  related  to  this
Agreement, or its interpretation,  enforceability or inapplicability  (including
the issue of  whether  or not the  arbitrator  has  jurisdiction  to decide  any
particular  dispute,  controversy  or  claim)  shall  be  submitted  to  binding
arbitration at the election of either Buyer or Seller.  The arbitration shall be
conducted by a single arbitrator. The arbitration shall be conducted in New York
City in  accordance  with  the  Commercial  Arbitration  Rules  of the  American
Arbitration  Association.  In rendering an award, the arbitrator shall determine
the rights and obligations of the parties in accordance to the substantive  laws
of the State of New York (thereby  excluding that body of law relating to choice
of laws),  as though the  arbitrator  were a court of the State of New York. The
arbitration  award  shall be in  writing  and  shall be final and  binding,  and
judgment on the award may be entered in any court having  jurisdiction  thereof.
Notwithstanding  anything herein to the contrary,  (a) nothing contained in this
Section 12.10 shall affect the right of either party to terminate this Agreement
pursuant to Article XI or to seek indemnification pursuant to Article X, and (b)
in the event of  arbitration,  the parties hereto shall each have and retain (i)
the rights  and  remedies  of  specific  performance  and  injunctive  and other
equitable  relief  existing  in their  favor at law or in equity to  enforce  or
preven the  violation  of any  provision  of this  Agreement;  (ii) the right to
institute an appropriate action, suit or proceeding to enforce in the courts any
final award made in such arbitration;  and (iii) the right to seek in the courts
prejudgment remedies, such as a preliminary injunction in aid of arbitration.

12.11 Governing Law. This Agreement shall be governed by, enforced and construed
      -------------
in accordance  with the laws of the State of New York,  without regard to choice
of law principles.

12.12 Specific Performance.  Notwithstanding anything herein to the contrary, if
      --------------------
Buyer or Seller fail to perform any of its obligations under this Agreement, the
aggrieved  party  shall  have the  right,  in  addition  to all other  rights or
remedies, to specific performance of the terms hereof.

12.13 Headings. Subject headings are included for convenience only and shall not
      --------
affect the interpretation of any provisions of this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first above written.



SELLER:                                           BUYER:

Sunshine PCS Corporation                          Cingular Wireless LLC


By: /s/ Karen E. Johnson                          By: /s/ Rick Lindner
    --------------------                              ----------------
Its:  Chief Executive Officer                     Its:  Chief Financial Officer


For purposes of Articles X and XII of this Agreement:


STOCKHOLDERS:


Lynch Interactive Corporation


By: /s/ Robert E. Dolan
    -------------------
Its:  Chief Financial Officer

Fortunet Wireless Communication
Corporation


By: /s/ Victoria G. Kane
    --------------------
Its:  President





<PAGE>
<TABLE>
<CAPTION>



                                    EXHIBIT A
                                    LICENSES

-------------------------------------------------------------------------------------------
                           FCC
Seller  BTA      License #      Market Name           MHz              Grant Date Exp. Date
-------------------------------------------------------------------------------------------
        <S>      <C>           <C>           <C>                       <C>        <C>
        439      KNLF361       Tallahassee   1902.5-1910/1982.5-1990   09/17/96   09/17/06
        340      KNLF362       Panama City   1902.5-1910/1982.5-1990   09/17/96   09/17/06
        326      KNLF325       Ocala         1902.5-1910/1982.5-1990   09/17/96   09/17/06

</TABLE>


<PAGE>




                                    EXHIBIT B
                 SUBJECT MATTER OF OPINION OF COUNSEL TO SELLER

     Subject to  appropriate  qualifications  and  assumptions  set forth in the
Opinion, the Opinion of counsel to Seller shall state the following:

     1. Seller is a  corporation  and is validly  existing and in good  standing
under the laws of the State of Delaware  with  corporate  power and authority to
enter into the Agreement and perform its obligations thereunder.

     2. The execution,  delivery and performance of the Agreement have been duly
authorized by all necessary  corporate  action of Seller,  and the Agreement has
been duly executed and delivered by Seller.

     3. The  Agreement  constitutes  a legally  valid and binding  obligation of
Seller,  enforceable against Seller in accordance with its terms, subject to (i)
the  effect  of  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws now or hereafter in effect  relating to or affecting  the rights or
remedies of creditors;  (ii) the effect of general principles of equity, whether
enforcement  is  considered  in a  proceeding  in  equity  or at  law,  and  the
discretion  of the court before which any  proceeding  therefore may be brought;
(iii)  the  unenforceability  under  certain  circumstances  under  law or court
decisions of provisions  providing for the indemnification of or contribution to
a party with respect to a liability where such  indemnification  or contribution
is contrary to public  policy;  and (iv) the  unenforceability  of any provision
requiring  the  payment of  attorney's  fees,  except to the extent that a court
determines such fees to be reasonable.

     4.  The  execution  and  delivery  of the  Agreement  by  Seller,  and  the
consummation by Seller of the transactions  contemplated by the Agreement on the
date hereof do not:

          (i) to the best of our  knowledge,  violate  any  federal or  Delaware
     statute, rule or regulation applicable to Seller;

          (ii) violate the  provisions of the  certificate of  incorporation  or
     bylaws of Seller;

          (iii) result in the breach of or a default under any of the agreements
     identified to us by an officer of Seller as material to Seller,  and listed
     on Annex I hereto (the "Material Agreements"); or

          (iv) to the best of our  knowledge,  require any consents,  approvals,
     authorizations,  registrations, declarations or filings by Seller under any
     federal or Delaware statute, rule or regulation applicable to Seller.

No opinion is  expressed  in clauses (i) and (iv) of this  paragraph 4 as to the
application  of  Section  548 of the  federal  Bankruptcy  Code  and  comparable
provisions of state law or of any antifraud laws,  securities laws, antitrust or
trade regulation laws.

     5. Seller holds and has the right to use the  Tallahassee  License,  Panama
City License and Ocala License (collectively,  the "Licenses"). The Licenses are
in full force and effect,  and have not been  revoked,  suspended,  cancelled or
modified.  The Licenses  include all FCC  licenses,  permits and  authorizations
necessary  for Seller to operate a PCS system in the  markets  corresponding  to
each License.

     6.  Except  as  described  on Annex  II,  there  are no  actions,  suits or
proceedings before the FCC pending or, to the best of our knowledge, threatened,
against Seller or the Licenses,  other than FCC rulemaking proceedings generally
applicable to C- and F-Block PCS systems.  Based solely on our review of the FCC
Records,  except as described on Annex III, there is no unsatisfied  adverse FCC
order, decree, or ruling outstanding against Seller or the Licenses.

     7. Sellers have filed a timely  notification with the FCC stating that they
have satisfied the five-year construction benchmarks applicable to the Licenses,
as mandated by Section 24.203 of the FCC rules.




<PAGE>



                                   SCHEDULE I
                                   ----------

     Fortunet Communications, L.P., Seller's predecessor-in-interest, as well as
Victoria  G. Kane,  the sole  stockholder  of  Fortunet  Wireless  Communication
Corporation which is Seller's largest  stockholder,  Karen E. Johnson,  Seller's
Chief  Executive  Officer,  and Lynch  Interactive  Corporation,  which  through
February 25, 2001 owned 49.9% of Seller's  equity and  currently all of Seller's
preferred  stock and an option to acquire  4,300,000  shares of Seller's  common
stock,  among others,  have been named as defendants in a lawsuit  brought under
the so-called "qui tam" provisions of the federal False Claims Act in the United
States  District  Court for the District of Columbia.  The  complaint  was filed
under  seal  with the  court on  February  14,  2001 and the seal was  lifted on
January 11,  2002.  Under the False  Claims Act, a private  plaintiff,  termed a
"relator,"  may file a civil  action  on the U.S.  government's  behalf  against
another party for violation of the statute.  In return,  the relator  receives a
statutory bounty from the government's litigation proceeds if he is successful.

     The  relator in this  lawsuit  is R.C.  Taylor  III,  who is  allegedly  an
attorney specializing in telecommunications law. The main allegation in the case
is that the defendants  participated in the creation of "sham" bidding  entities
that allegedly defrauded the United States Treasury by improperly  participating
in certain Federal  Communications  Commission  spectrum auctions  restricted to
small  businesses,  as well as  obtaining  bidding  credits  in  other  spectrum
auctions allocated to "small" and "very small" businesses.  The lawsuit seeks to
recover an  unspecified  amount of damages,  which would be subject to mandatory
trebling under the statute.

     Seller  was  formally  served  with  the  complaint  on July 10,  2002.  On
September 19, 2002, Seller joined Lynch Interactive and certain other defendants
in filing two motions with the United States  District Court for the District of
Columbia: a motion to dismiss the lawsuit and a motion to transfer the action to
the Southern  District of New York.  On November 25, 2002,  the relator filed an
opposition  reply to Seller's motion to dismiss and on December 5, 2002,  Seller
filed a reply in support of its motion to dismiss.

     Seller strongly believes that this lawsuit is completely without merit, and
intends to defend  the suit  vigorously.  The U.S.  Department  of  Justice  has
notified the court that it has declined to intervene in the case.  Nevertheless,
Seller cannot  predict the ultimate  outcome of the  litigation,  nor can Seller
predict  the  effect  that the  lawsuit  or its  outcome  will have on  Seller's
financial condition.