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                                                                    EXHIBIT 10.6

                               SERVICES AGREEMENT

     THIS SERVICES AGREEMENT (this "AGREEMENT") is entered into as of this 31st
day of July, 2000, by and between Alamosa Operations, Inc., a Delaware
corporation ("MANAGER"), and Washington Oregon Wireless, LLC, an Oregon limited
liability company ("LICENSEE") (Manager and Licensee, collectively, the
"PARTIES").

                                    RECITALS

     WHEREAS, Alamosa PCS Holdings, Inc., a Delaware corporation ("ALAMOSA")
owns and operates a wireless telecommunications network, principally in the
states of Arizona, New Mexico, Texas, and Wisconsin, pursuant to management
agreements (although more than one, the "ALAMOSA MANAGEMENT AGREEMENT") with,
among others, WirelessCo, L.P., SprintSpectrum L.P., Cox Communications PCS,
L.P., Cox PCS License, LLC, and SprintCom, Inc. (collectively, "SPRINT PCS");

     WHEREAS, Licensee owns and operates a wireless telecommunications network
in the Basic Trading Areas set forth on EXHIBIT A (the "BTAS"), pursuant to a
management agreement, dated as of January 25, 1999, between Licensee and Sprint
PCS (the "LICENSEE MANAGEMENT AGREEMENT");

     WHEREAS, Alamosa and Licensee, among others, have simultaneously entered
into an Agreement and Plan of Reorganization (herein so called) pursuant to
which Licensee will agree to merge (the "PARENT MERGER") with and into Alamosa
Holdings, Inc., a Delaware corporation ("SUPERHOLDINGS"), simultaneously with
the merger of a wholly-owned subsidiary of Superholdings with and into Alamosa
(the "SUBSIDIARY MERGER," together with the Parent Merger, the "MERGERS");

     WHEREAS, pending consummation of the Parent Merger, Licensee desires that
Manager provide, and Manager has agreed to provide, (a) all network management
services for the operation of Licensee's wireless telecommunication network
within the BTAs (the "NETWORK"), (b) management of all sales and marketing
services, and (c) through the Licensee Management Agreement, customer care,
billing and other services, all in connection with the operation of Licensee's
business, on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 - LICENSES; LICENSEE MANAGEMENT AGREEMENT

1.1      Licenses. The Parties acknowledge that Sprint PCS holds the Federal
         Communications Commission ("FCC") licenses to provide broadband
         personal communications services ("PCS") within the BTAs (the
         "Licenses"). This Agreement will, in all respects, be subject to the
         FCC's rules and regulations regarding the ownership and control of the
         Licenses. To the extent that the operation of any provision herein
         conflicts with or violates any of the FCC's rules and regulations
         governing the Licenses, the Parties agree to amend this Agreement
         accordingly, and in doing so, shall, to the greatest extent possible,
         preserve and maintain the respective economic benefits arising from
         this Agreement.



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1.2      Licensee Management Agreement. The Parties acknowledge that the
         Licensee Management Agreement imposes operational and performance
         standards and requirements upon the operation of the Network and
         imposes other standards and requirements upon the conduct of Licensee's
         wireless telecommunications business (collectively, the "PROGRAM
         REQUIREMENTS"). In performing its services hereunder, Manager agrees to
         use the same degree of care in complying with the Program Requirements
         as it uses in complying with the Program Requirements that cover
         Manager's own wireless networks. Licensee has delivered a true and
         correct copy of the Licensee Management Agreement to Manager, and
         Manager has reviewed the Agreement in its entirety. Manager shall have
         the right to notify Sprint PCS that Sprint PCS should deliver copies of
         notices, demands, or other material written communications regarding
         the operation of the Network to Manager. To the extent Manager receives
         such notices, demands, or other material written communications from
         Sprint PCS, Manager shall provide Licensee with copies of such
         documents, promptly after Manager's receipt thereof. To the extent
         Licensee receives such notices, demands, or other material
         communications directly from Sprint PCS, Licensee shall provide Manager
         with copies of such documents, promptly after Licensee's receipt
         thereof. In particular, Licensee agrees to provide immediate written
         notice to Manager of any amendment or proposed amendment to the Program
         Requirements and any notices of default from Sprint PCS. To the extent
         that an amendment or modification to the Program Requirements will
         result in a significant incremental increase or decrease in the cost to
         Manager to perform its services as described herein, the Parties agree
         to negotiate, in good faith, for a corresponding modification in the
         compensation to be paid to Manager hereunder. Licensee agrees to
         consider and pursue in good faith any request by Manager for Licensee
         to seek modifications, waivers, interpretations or clarifications of
         the Program Requirements or other obligations of Licensee under the
         Licensee Management Agreement. If, in connection with any proposed
         change to the Program Requirements, Sprint PCS seeks the consent or
         advice of Licensee, Licensee agrees to consult with Manager with
         respect to such consent or advice.

1.3      Trademark License Agreement. The Parties acknowledge that Licensee has
         also entered into a Trademark License Agreement with Sprint PCS that
         governs the use of the Sprint brand, service marks and other
         intellectual property. Manager will be responsible for Licensee's
         compliance with the terms and conditions of the Trademark License
         Agreement; provided, however, that (a) Manager will be relieved of such
         responsibility (i) to the extent of any actions taken directly by
         Licensee or its employees who are not acting under the supervision of
         Manager and (ii) to the extent that Manager takes actions upon the
         direct request or instruction by Licensee and (b) Manager shall have 30
         days to exercise reasonable efforts to cure any violations or breaches
         by Licensee of the Trademark License Agreement existing as of the date
         of this Agreement, which violations and breaches are set forth on
         SCHEDULE 1.3; provided further that Manager shall not be liable for any
         damages arising from such existing violations which Manager is unable
         to cure through its commercially reasonable efforts. Manager agrees to
         use the same degree of care in complying with the Trademark License
         Agreement as it uses in complying with the Trademark License Agreement,
         which covers Manager's own wireless markets.

ARTICLE 2 - ENGAGEMENT OF MANAGER

2.1      Engagement. Upon the terms and conditions, and for the compensation,
         set forth herein, Licensee hereby engages Manager, and Manager hereby
         accepts such engagement, to provide the services described in this
         Agreement and the Schedules (collectively, the "SERVICES").

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2.2      Governing Standards. Subject to the terms and conditions in this
         Agreement, Manager will use commercially reasonable efforts to provide
         the Services and in connection therewith will be held to that standard
         of care as would be exercised under similar circumstances by other
         wireless network operators in accordance with sound business principles
         and practices customary to the wireless telecommunications industry
         and, in addition, Manager will, in the conduct of the Services
         hereunder, use substantially the same standard of care as it uses in
         the operation of its own wireless network.

2.3      Compliance with Regulatory Rules. In connection with the provision of
         the Services under this Agreement, Manager shall comply in all material
         respects with the rules and regulations of the FCC. Each Party agrees
         to immediately deliver to the other Party any material notices,
         filings, orders, or other documents from the FCC which relate to the
         Network, the Licenses or the business of Licensee, promptly after
         receipt thereof. The Parties also agree that, in the event that a new
         law or decision by a telecommunications regulatory authority at the
         federal, state or local level necessitates modifications in this
         Agreement, the Parties will negotiate in good faith to modify this
         Agreement in light of such law or decision and in doing so, shall
         attempt to preserve and maintain the respective economic benefits
         arising from this Agreement.

2.4      Exclusivity. During the Term (defined below) of this Agreement, Manager
         will be the only person or entity that is engaged by Licensee as a
         manager or operator of any element of the Network or of Licensee's
         wireless business in the BTAs.

ARTICLE 3 - NETWORK SERVICES

3.1      Network Facilities. The Parties acknowledge that Licensee will be
         responsible for the purchase and ownership of (a) the towers, equipment
         shelters and cabinets located at each Licensee cell site within the
         BTAs (collectively, the "SITES"); (b) all of the base station
         equipment, antennas and ancillary site equipment located at the Sites;
         (c) all non-Site infrastructure equipment necessary for the operation
         of the Network, but excluding the equipment which is owned by Manager
         and which is covered by SECTION 3.2; and (d) all leasehold
         improvements, furniture, fixtures and equipment located at Licensee's
         retail stores (the "RETAIL STORES"). Manager shall negotiate, on
         Licensee's behalf, the purchase price and terms for the purchase of all
         of the foregoing assets and will engage third parties, on behalf of
         Licensee, to engineer and install such assets at the Sites or otherwise
         and to provide other construction services. The Services to be provided
         by Manager under this SECTION 3.1 shall be deemed to be Management
         Services for which Manager shall be entitled to the Management Fee as
         provided in SECTION 10.1. Licensee shall be the lessee of, and shall be
         responsible for all lease payments under, the real property for each
         Site on which Licensee owns the tower and shall be the licensee of each
         Site where Licensee will collocate an antenna and other base station
         equipment on a tower and real property owned by a third party.

3.2      Interconnection Arrangements. Manager will negotiate and implement
         interconnection agreements, on behalf of Licensee, with the applicable
         incumbent local exchange carriers ("ILECs") in the BTAs. The Parties
         acknowledge that the operation of the Network will be subject to such
         interconnection agreements. All payments to the ILECs required under
         the interconnection agreements shall be the responsibility of Licensee
         and all payments shall be made pursuant to the provisions of SECTION
         12.1. The Services to be provided by Manager under this SECTION 3.2
         shall be deemed to be Management Services, for which Manager shall be
         entitled to the Management Fee,

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         as provided in SECTION 10.1. Manager acknowledges that Sprint PCS may
         arrange for interconnection in the BTAs as provided in SECTION 1.4 of
         the Licensee Management Agreement.

3.3      Miscellaneous Infrastructure Provisions. At any physical location where
         Manager is required to place its own equipment within Licensee's
         facilities, Licensee will grant reasonable access and collocation
         rights, without charge, to Manager for the purpose of the installation,
         repair, maintenance, upgrade, and maintenance of Manager's equipment,
         consistent with the terms and conditions of this Agreement. Licensee
         shall be required to obtain all commercially reasonable consents,
         permits, or other approvals that may be required by third parties in
         connection with such access and rights. Licensee shall not adjust,
         move, modify, or repair Manager's equipment located at any collocation
         facility or otherwise, except with the prior written consent of
         Manager. Manager's equipment or facility shall not be removed or
         relocated by Licensee, without the prior written consent of Manager.
         Licensee shall be liable for loss or damage to Manager's equipment
         arising from Licensee's negligence, intentional act, unauthorized
         maintenance or access. Manager's facilities and equipment shall remain
         the sole and exclusive property of Manager, and nothing contained
         herein shall give or convey to Licensee, any right, title, or interest
         whatsoever in Manager's facilities or equipment.

3.4      Network Build-out. Licensee has developed a Build-out Plan (as defined
         in the Licensee Management Agreement) for the BTAs; Manager will use
         commercially reasonable efforts to implement and complete the Build-Out
         Plan, including pursuant to the terms of existing contracts. Manager
         acknowledges that Sprint PCS has certain rights to build portions of
         the Network in the BTAs, pursuant to SECTION 2.5 of the Licensee
         Management Agreement. The Services to be provided by Manager under this
         SECTION 3.4 shall be deemed to be Management Services, for which
         Manager shall be entitled to the Management Fee set forth in SECTION
         10.1.

3.5      Microwave Relocation. Under the Licensee Management Agreement, Sprint
         PCS will perform all microwave relocation required in connection with
         the deployment of the Network. Licensee will be solely responsible for
         reimbursement to Sprint PCS for Licensee's portion of microwave
         relocation costs in accordance with SECTION 2.7 of the Licensee
         Management Agreement.

3.6      Access. In connection with the performance of its Services under this
         Agreement, Manager shall have full access to the Network, including
         without limitation access to each Site and the equipment thereon.

3.7      Network Employees. Licensee will maintain certain Network employees
         designated and approved by Manager. Manager will have full authority
         over, and be primarily responsible for, building out, maintaining and
         operating the Network. The Parties agree that, from time to time, it
         may be necessary and desirable to utilize Manager employees to provide
         Network-related services under this Agreement. Such services may
         include RF redesigns, site optimizations and system check-off after
         construction. The Parties agree that Manager's executive in charge of
         network operations will have overall responsibility for the provision
         of the network services described in ARTICLE 3. The Services to be
         provided by Manager under this SECTION 3.7 shall be deemed to be
         Management Services, for which Manager will receive the Management Fee
         as set forth in SECTION 10.1.

3.8      Volume Discounts. Manager will use commercially reasonable efforts to
         obtain for Licensee the same volume-based pricing and discounts from
         vendors that Manager receives from its vendors.


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ARTICLE 4 - NETWORK OPERATIONS

4.1      Operation of the Network. Licensee shall be responsible for paying for
         all items relating to the operation, performance and maintenance of the
         Network, including without limitation (a) maintenance of the Sites and
         the related towers and base station equipment, utility charges for the
         Sites, cell site dedicated facilities (including without limitation
         T-1s, DS3s, etc.), (b) the payment of all vehicle lease payments,
         expenses of operation and repair, (c) all expenses relating to RF
         Engineering, (c) all toll interconnection expenses, and (d) all roaming
         expenses. All such payments shall be made pursuant to SECTION 12.1.

ARTICLE 5 - CUSTOMER ACTIVATION; CUSTOMER CARE; AND BILLING

5.1      Customer Activation; Customer Care/Retention; Billing Services. All
         aspects of customer activation, customer care, and billing services for
         customers of Licensee will be governed by SECTION 2.1 of the Licensee
         Management Agreement.

5.2      Management Responsibility. The Parties agree that Manager's customer
         service group will have overall responsibility for the day-to-day
         provision of the customer services, including the responsibility for
         interfacing with Sprint PCS with regard to Licensee's obligations under
         the Licensee Management Agreement. The Services to be provided by
         Manager in accordance with the preceding sentence shall be deemed to be
         Management Services, for which Manager will receive the Management Fee
         as set forth in SECTION 10.1.

ARTICLE 6 - SALES AND MARKETING

6.1      Sprint PCS Products and Services. Manager acknowledges that Licensee
         must offer for sale, promote, and support all Sprint PCS Products and
         Services (as defined in the Licensee Management Agreement), unless the
         Parties otherwise agree in advance in writing, subject to the
         exceptions set forth in the Licensee Management Agreement. During the
         Term of this Agreement, Manager acknowledges that Licensee must
         participate in the Sprint PCS National or Regional Distribution
         Programs, the Sprint PCS National Accounts Program and the Sprint PCS
         Roaming and InterService Area Programs. In addition, the Parties
         acknowledge that the pricing of the Sprint PCS Products and Services
         shall be governed by the Licensee Management Agreement.

6.2      Overall Management. Manager's senior executive in charge of sales and
         marketing will have overall responsibility for the sales and marketing
         services described in this ARTICLE 6, including without limitation the
         responsibility of interfacing with Sprint PCS in connection with the
         Licensee Management Agreement. The provision of Services by such senior
         executive shall be deemed to be Management Services, for which Manager
         shall receive the Management Fee, as set forth in SECTION 10.1.

6.3      Indirect Marketing Services. Manager's marketing group will perform, on
         behalf of Licensee, market research and will develop (in conjunction
         with Sprint PCS) collateral and other marketing material and will have
         overall responsibility for local marketing activities in the Licensee
         coverage areas within the BTA (the "COVERAGE AREA"). All third party
         costs for such marketing activities will be the responsibility of
         Licensee. To the extent that Manager directly pays such third party
         expenses, Licensee shall reimburse Manager in accordance with the terms
         and conditions of SECTION 11.1. The Services to be provided by Manager
         under this SECTION 6.3 shall be deemed to be

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         Management Services, for which Manager shall receive the Management
         Fee, as provided in SECTION 10.1.

6.4      Direct Marketing Activities. Licensee shall be responsible for paying
         all expenses for the development and production of marketing material
         for the Licensee coverage areas, including without limitation the costs
         of printing marketing material, printing marketing collateral, direct
         mailings, billboards, local media, radio and television, and all other
         advertising activity in the BTAs. Direct Licensee marketing expenses
         also include the cost for media, direct mail, presentations,
         printing/collateral, public relations, and trade shows. To the extent
         that Manager directly pays for any of such expenses, Licensee shall
         reimburse Manager in accordance with the terms and conditions set forth
         in SECTION 11.1.

6.5      Direct Sales Representative and Sales Managers. The direct sales
         representatives and sales managers for Licensee's PCS business shall be
         employees of Licensee. The sales representatives and sales managers
         will be selected by and report to one of Manager's executives.

6.6      Retail Stores. Licensee shall be responsible for the payment, pursuant
         to the provisions of Section 12.1, of all costs and expenses associated
         with the operation of Licensee Retail Stores in the BTAs. Such costs
         include, without limitation, all lease and related payments for the
         retail store locations, all leasehold improvements, all furniture,
         fixtures and equipment, all utilities, all telephone systems and all PC
         equipment/software in such locations. To the extent that Manager
         directly pays any of such costs and expenses, Licensee shall reimburse
         Manager upon the terms and conditions set forth in SECTION 11.1. The
         sales representatives and store managers in the Retail Stores will be
         employees of Licensee. These employees will be selected by and report
         to one of Manager's executives (or an employee who reports directly to
         such executive). Licensee acknowledges and agrees that Manager will
         have the authority to make all decisions with respect to all aspects of
         owning and operating the Retail Stores, including without limitation,
         opening new Retail Stores, eliminating existing Retail Stores, and
         selling, on behalf of Licensee, the underlying real estate with respect
         to any Retail Store.

6.7      Commissions. Licensee shall be responsible for paying, pursuant to the
         provisions of SECTION 12.1, for all commissions, related compensation
         and related charges on the sale of PCS service by third parties
         (including without limitation agents and distributors) and SPFs to
         sales representatives and commissions payable to direct sales
         representatives and sales representatives in the Retail Stores. To the
         extent that Manager directly pays any of such commissions or charges,
         Licensee shall reimburse Manager in accordance with the terms and
         conditions set forth in SECTION 11.1.

6.8      Handsets. Licensee shall be responsible for the purchase, under the
         direction of Manager, of all inventories of handsets and accessories
         for Licensee's operations. Manager will negotiate, on behalf of
         Licensee, the purchase price and terms for such purchases. Licensee
         acknowledges that it is customary in the wireless industry that the
         service provider (Licensee) shall be required to sell handsets to third
         party retailers (sales agents and distributors) at prices that are
         below the prices charged to the service provider by the manufacturer of
         the handsets. Manager shall offer telephones at prices reflecting
         prevailing market conditions. The financial impact of these subsidies
         shall be the sole responsibility of Licensee.

6.9      Roaming Coordination. On behalf of Licensee, Manager will be
         responsible for the coordination of roaming services and will monitor
         the monthly roaming settlements on behalf of Licensee in

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         conjunction with Sprint PCS through the Licensee Management Agreement.
         The Services set forth in the foregoing sentence shall be deemed to be
         Management Services, for which Manager shall be paid the Management Fee
         as set forth in SECTION 10.1.

6.10     Third Party Fulfillment. On behalf of Licensee, Manager will coordinate
         the fulfillment on handsets. These services will include, without
         limitation, forecasting handset needs; interaction with Sprint PCS with
         respect to forecasted handsets; ordering handsets on Licensee's behalf,
         through Sprint PCS or BrightPoint; receiving inventory; and tracking
         inventory. The Services set forth in the foregoing sentences shall be
         deemed to be Management Services, for which Manager shall be paid the
         Management Fee as set forth in SECTION 10.1. Licensee shall be
         responsible for all charges from third parties with respect to the
         warehousing, transportation and distribution of handsets to be sold by
         Licensee or by its indirect sales network. To the extent that Manager
         pays any of such charges, Licensee shall reimburse Manager in
         accordance with the terms and conditions set forth in SECTION 11.1.

ARTICLE 7 - GENERAL AND ADMINISTRATIVE SERVICES

7.1      Executive Services. Executive services provided by the President of
         Manager shall be deemed to be Management Services, for which Manager
         shall be entitled to the Management Fee as provided in SECTION 10.1.

7.2      Finance and Accounting. The Chief Financial Officer of Manager will
         have overall responsibility for the financial services to be provided
         by Manager under this Agreement. Manager will be responsible for the
         following financial and accounting services: accounting and reporting;
         financial planning and budgeting; treasury functions; settlements with
         Sprint PCS; assistance in the preparation of federal, state and local
         tax returns (the payment of such taxes being the responsibility of
         Licensee); and the cash management/accounts payable services described
         in ARTICLE 12. The services of the Chief Financial Officer of Manager
         and other employees of Manager as outlined in this SECTION 7.2, shall
         be deemed to be Management Services for which Manager shall be entitled
         to the Management Fee, as set forth in SECTION 10.1.

7.3      Human Resources Services. The Human Resources department of Manager
         will provide human resource services to Licensee, including staffing
         functions and administration of employees. The services described in
         this SECTION 7.3 shall be deemed to be Management Services, for which
         Manager shall be entitled to the Management Fee, as set forth in
         SECTION 10.1.

7.4      Professional Services. Manager shall have the right to engage legal,
         accounting and other professionals to provide services on behalf of
         Licensee. Manager shall advise Licensee if any of such professionals
         also provide professional services to Manager. Licensee shall be
         responsible for paying the fees and expenses of such professionals. To
         the extent that Manager pays any of such costs and expenses directly,
         Licensee shall reimburse Manager in accordance with the terms and
         conditions of SECTION 11.1.

7.5      Forecasting. On behalf of Licensee, Manager will work cooperatively
         with Sprint PCS to generate mutually acceptable forecasts of important
         business metrics including traffic volumes, handset sales, subscribers,
         and revenues for the Sprint PCS Products and Services. The forecasts
         are for planning purposes only and do not constitute Manager's
         obligation to meet the quantities forecast. The

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         Services under this SECTION 7.4 shall be deemed to be Management
         Services, for which Manager shall be entitled to the Management Fee as
         provided in SECTION 10.1.

7.6      General and Administrative Services. Manager will be responsible for
         supervising the general and administrative services to manage the
         day-to-day operations of Licensee. Licensee shall be responsible for
         all general and administrative costs and expenses directly related to
         Licensee's operations, but no overhead of Manager will be charged to
         Licensee.

ARTICLE 8 - TAXES

8.1      Tax Returns. Licensee shall be responsible for the filing of all
         required federal, state, and local tax returns and similar tax filings
         with regard to the assets, operation and business of Licensee. Manager
         shall cooperate fully with Licensee and its accountants to provide
         information within Manager's possession, which is necessary for the
         preparation of such filings. Such filings will be provided to Manager
         for review and approval prior to filing.

8.2      Payment of Taxes. Licensee shall have the sole responsibility to pay
         all federal, state and local taxes and similar fees and charges when
         due, including without limitation income taxes, sales taxes, employment
         taxes and withholding payments. Manager shall have the right to pay all
         such taxes, fees, and charges pursuant to the provisions of SECTION
         12.1.

ARTICLE 9 - DEBT

9.1      Borrowings; Debt Service. In connection with the construction and
         operation of the Network and the operation of Licensee's business, the
         Parties acknowledge that Licensee will be required to borrow
         substantial sums of money from third parties or from Manager or its
         affiliates, including without limitation vendor financing. Licensee
         shall be solely responsible for the payment of all principal, interest,
         and other charges in connection with such lending transactions. Manager
         shall not guarantee, pledge any of its assets, or otherwise be
         obligated, primarily or secondarily, with respect to any of the
         borrowings, debts, or liabilities of Licensee. No provision in this
         Agreement shall be deemed to make Manager liable, directly or
         indirectly, for any borrowings, debts, or liabilities of Licensee,
         except to the extent specifically set forth herein.

ARTICLE 10 - MANAGEMENT SERVICES; MANAGEMENT FEE

10.1     Management Services; Fees. As set forth in this Agreement, certain
         Services to be provided by Manager are deemed to be Management
         Services. As full compensation for all of the Management Services
         rendered by Manager under this Agreement, Licensee agrees to pay to
         Manager a management fee (the "MANAGEMENT Fee"), equal to $100,000 per
         month, pro rated for any portion thereof.

10.2     Payment of Management Fee. Licensee shall pay the Management Fee to
         Manager within 15 days after the end of each full or partial month
         during the Term of this Agreement.

ARTICLE 11 - REIMBURSEMENT OF EXPENSES

11.1     Reimbursable Expenses. With respect to each provision in this Agreement
         which requires Licensee to reimburse Manager for certain costs and
         expenses incurred or paid by Manager, Manager shall

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         prepare, and deliver to Licensee on or before the 15th day of each
         month, an invoice, payable in thirty days, in reasonable detail, which
         sets forth the reimbursable items under this Agreement for the prior
         month. Manager agrees that, prior to incurring any single reimbursement
         expense of greater than $50,000.00, it will obtain the prior approval
         of Licensee or its duly authorized designee.

ARTICLE 12 - CASH MANAGEMENT

12.1     Licensee Bank Accounts. Licensee has established one or more bank
         accounts (the "ACCOUNTS") as depositories for all of Licensee's funds.
         Manager shall have the sole authority to make draws on the Accounts and
         to draw under any of Licensee's credit facilities (including, but not
         limited to, any lending arrangements with Manager or its affiliates),
         and Licensee agrees to execute and deliver any documentation reasonably
         required in connection therewith by the depository institutions at
         which the Accounts are held or by the lenders for the credit
         facilities. All cash receipts of Licensee, including without
         limitation, debt proceeds, vendor financing proceeds, advances from
         Manager and revenues from subscribers shall be deposited in the
         Accounts. As part of the Services under SECTION 7.2, Manager employees
         will have sole authority over such Accounts, and shall make payments
         from the Accounts, on Licensee's behalf, to pay the obligations of
         Licensee, including without limitation (a) the payment to Sprint PCS of
         the fees and other payments under the Licensee Management Agreement;
         (b) the payment of all debt service (including principal, interest and
         other amounts) under any debt obligations of Licensee; (c) payments for
         the purchase of equipment, towers, inventory and real estate; (d)
         payments to service providers, including without limitation site
         acquisition, telecommunications services (including without limitation
         interconnection services, long distance services, backhaul services and
         roaming services), utilities, public relations, advertising and
         professional services; (e) lease or license payments for the Sites and
         for the Retail Stores; (f) the payment of tax obligations imposed on
         Licensee and its assets and operations; and (g) the payment of all
         fees, compensation and reimbursements due to Manager under this
         Agreement. Manager shall have no liability for any such payment to a
         third party that it makes in good faith without gross negligence,
         provided, however, that Manager shall be fully accountable for any
         payments made to Manager or any of its affiliates.

ARTICLE 13 - TERM OF THE AGREEMENT

13.1     Term. The term (the "TERM") of this Agreement shall (a) commence on the
         later of (i) the date all consents to the transactions contemplated by
         the Agreement and Plan of Reorganization have been obtained from the
         parties to the agreements listed on SCHEDULE 13.1, and (ii) the date on
         which either (A) the waiting period prescribed by the Hart-Scott-Rodino
         Antitrust Improvements Act of 1976 and the rules and regulations
         promulgated thereunder (the "HSR ACT") has expired or (B) early
         termination of the waiting period under the HSR Act has been granted,
         and (b) continue until the consummation of the Parent Merger, subject
         to earlier termination as provided in ARTICLE 16.

ARTICLE 14 - FINANCIAL STATEMENTS AND OPERATIONAL REPORTS

14.1     Financial Statements. Manager shall engage, on behalf of Licensee and
         at Licensee's expense, Licensee's existing auditors, Price Waterhouse
         Cooper, or such other independent certified public accounting firm
         reasonably acceptable to Licensee, to audit the year-end financial
         statements of Licensee in accordance with generally accepted accounting
         principles, after each calendar year during the Term of this Agreement.

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14.2     Operational Reports. Manager shall prepare monthly operating reports in
         the format of, and including the information set forth in, SCHEDULE
         14.2. The monthly operations reports shall include (i) unaudited
         balance sheets, income statements, and cash flow statements, (ii) other
         operating data, and (iii) a reasonably detailed summary of all payments
         to Manager of any nature during the prior month.

14.3     Audit. Manager must maintain books and records to support and document
         any fees, costs, expenses, or other charges due in connection with this
         Agreement. The records must be retained for a period of at least three
         years after the fees, costs, expenses or other charges to which such
         records relate have accrued and have been paid, or such other longer
         period as may be required by applicable law. On reasonable advance
         notice, Manager must provide reasonable access to its appropriate
         records to the independent auditors or other financial representatives
         selected by Licensee for purposes of conducting an audit of the fees,
         costs, expenses or other charges payable in connection with this
         Agreement. Licensee will conduct the audit no more frequently than
         annually. If the audit shows that Manager was underpaid, Licensee will,
         unless the amount of underpayment is contested, pay to Manager the
         amount of the underpayment within ten days after Manager gives Licensee
         written notice of the determination of the underpayment. If the audit
         determines that Manager was overpaid, Manager will, unless the amount
         is contested, pay to Licensee the amount of the overpayment within ten
         days after Manager determines that Manager was overpaid. To the extent
         a Party contests such overpayment/underpayment, ARTICLE 22 shall apply.
         To the extent that Licensee maintains independent books and records
         regarding the fees, costs, expenses, or other charges due in connection
         with this Agreement, Licensee must maintain such books and records and
         provide access rights to Manager, on the same terms and conditions as
         set forth above.

ARTICLE 15 - INDEMNIFICATION

15.1     Indemnification by Licensee. Licensee shall indemnify, defend, and hold
         harmless Manager and its affiliates, employees, directors, officers,
         and agents from and against all claims, demands, actions, causes of
         actions, damages, liabilities, losses, and expenses (including
         reasonable attorney's fees) incurred as a result of:

         (i)     claims for damage to property and/or personal injuries
                 (including death) arising out of the negligence or willful act
                 or omission of Licensee;

         (ii)    Licensee's failure to perform any of its obligations hereunder;
                 and

         (iii)   Manager's performance of its duties under this Agreement, so
                 long as (A) Manager acted in good faith and (B) Manager's
                 conduct did not constitute willful misconduct, gross
                 negligence, or a breach of this Agreement, IT BEING EXPRESSLY
                 AGREED THAT LICENSEE'S INDEMNITY HEREUNDER SHALL INCLUDE
                 CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTIONS, DAMAGES,
                 LIABILITIES, LOSSES AND EXPENSES ARISING AS A RESULT OF THE
                 NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE) OF MANAGER, EXCEPT AS
                 EXPRESSLY PROVIDED HEREIN.

15.2     Indemnification by Manager. Manager shall indemnify, defend and hold
         harmless Licensee and its affiliates, employees, directors, officers,
         and agents from and against all claims, demands, actions, causes of
         actions, damages, liabilities, losses, and expenses (including
         reasonable attorney's fees) incurred as a result of claims for damages
         to property and/or personal injuries (including death) to

                                       10


<PAGE>   11

         the extent arising out of the willful misconduct or gross negligence of
         Manager or material breach of this Agreement by Manager.

         Licensee agrees and acknowledges that if this Agreement is terminated
         before the consummation of the Parent Merger and responsibility for the
         management and operations of Licensee's business reverts to Licensee,
         absent a showing of willful misconduct, gross negligence, or breach of
         this Agreement by Manager, Licensee will hold Manager harmless from,
         and will not assert any claims for, and Manager will not be liable for,
         any damages related to business decisions made by Manager in connection
         with fulfilling its duties and obligations under this Agreement.

15.3     Limitation of Liability. NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR
         SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR
         LOSS OF PROFITS OR REVENUES, ARISING FROM THE RELATIONSHIP OF THE
         PARTIES UNDER THIS AGREEMENT OR ANY BREACH OF OR DEFAULT UNDER THIS
         AGREEMENT.

ARTICLE 16 - DEFAULT; TERMINATION

16.1     General Default. A Party shall be deemed in default of this Agreement
         upon the occurrence of any one or more of the following events (a
         "DEFAULT"):

         (i)     the filing of bankruptcy or making a general assignment for the
                 benefit of creditors;

         (ii)    a Party fails to make a payment of money when due, which
                 failure continues for more than ten days after receipt of
                 written notice from the other Party; or

         (iii)   a Party fails to comply with any other covenant or agreement
                 set forth in this Agreement, which failure either (A) continues
                 for a period of more than 30 consecutive days after receipt of
                 written notice from the non-breaching Party specifying the
                 breach in reasonable detail, or (B) is of a nature which
                 requires more than 30 consecutive days (after receipt of
                 written notice from the non-breaching Party specifying the
                 breach in reasonable detail) to cure and continues for a period
                 of time greater than the shorter of (x) 60 consecutive days
                 after notice or (y) the period of time reasonably required to
                 cure; provided, that this extended cure period is only
                 available if the breaching Party diligently works toward a
                 cure.

16.2     Remedy. Upon the occurrence of a Default, the non-breaching Party may,
         upon written notice to the breaching Party, terminate this Agreement
         and, subject to the limitations set forth in SECTION 15.3, pursue any
         other right or remedy under this Agreement, or at law or in equity.

16.3     Termination of Merger. In the event Manager determines that the Parent
         Merger will not be consummated, Manager may, upon thirty days written
         notice to Licensee, terminate this Agreement. In such event, the
         Parties agree to cooperate to ensure an orderly transition of
         management and operations of Licensee's business from Manager to
         Licensee and Licensee agrees to exercise its reasonable best efforts to
         take all actions required to assume such operations, including, without
         limitation, hiring necessary managers and other employees, and
         arranging for Licensee's financing of capital expenditures and working
         capital needs. Manager shall (i) return to Licensee all business
         records, documents and data of Licensee, (ii) allow Licensee reasonable
         access to, and use of, Licensee's financial information on Manager's
         accounting system, (iii) allow Licensee reasonable use of Manager's
         accounting system for 90 days after termination of this Agreement, and
         (iv)

                                       11


<PAGE>   12

         reasonably assist Licensee in transferring and converting Licensee
         financial information from Manager's accounting system to Licensee's.

ARTICLE 17 - CONFIDENTIAL INFORMATION; NON-SOLICITATION

17.1     Confidentiality. Each Party shall preserve the other Party's
         confidential information disclosed to each Party in connection with
         providing Service hereunder with the same degree of care it uses in
         protecting its own confidential or proprietary information and shall
         not disclose, directly or indirectly, such information to any third
         party (other than Sprint PCS and the Members of Licensee), without the
         prior written consent of the other Party.

17.2     Non-Solicitation of Employees. Each Party agrees that, during the Term
         of this Agreement, and 18 months thereafter, such Party will not
         solicit, entice or encourage any individual who has been an employee of
         the other Party within six months prior to any such solicitation,
         enticement, or encouragement, to either terminate his or her employment
         with the other Party, or to become employed by, or become an
         independent contractor for, such Party.

ARTICLE 18 - INSURANCE

18.1     Manager's Insurance Requirements. Manager shall, at its own expense,
         obtain and keep in full force and effect at all times for the duration
         of this Agreement, with a carrier or carriers reasonably satisfactory
         to Licensee, insurance policies of the kinds and in the amounts
         required by the Manager Management Agreement.

18.2     Licensee's Insurance Requirements. Licensee shall, at its own expense,
         obtain and keep in full force and effect at all times for the duration
         of this Agreement, with a carrier or carriers reasonably satisfactory
         to Manager, insurance policies of the kinds and in the amounts required
         by the Licensee Management Agreement. Upon request of Manager, Licensee
         shall furnish Manager certificates of such insurance and/or copies of
         the applicable policies.

ARTICLE 19 - FORCE MAJEURE

19.1     Force Majeure. If the performance of this Agreement is interfered with
         by any circumstance beyond the reasonable control of the Party
         affected, including without limitation governmental authority to grant
         any consent, approval, waiver, or authorization or any delay on the
         part of any governmental authority in granting any consent, approval,
         waiver, or authorization, manufacturer, or equipment vendor delays or
         deficiencies (including ability to process correctly calendar
         date-related data), delays in repair or maintenance of cell sites due
         to restricted access by third parties, delays or barriers to
         construction or coverage resulting from local zoning restrictions or
         frequency coordination issues with incumbent microwave users, acts of
         God, such as fire, flood, earthquake, or other natural cause, terrorist
         events, riots, insurrections, war or national emergency, or strikes,
         boycotts, lockouts or other labor difficulties, the Party affected by
         the force majeure is excused on a day-by-day basis to the extent of the
         interference; provided that such Party shall use its best commercially
         reasonable efforts to avoid or remove the causes of such
         nonperformance.

ARTICLE 20 - ASSIGNABILITY

                                       12


<PAGE>   13

20.1     Assignability. Neither Party may assign this Agreement without the
         prior written consent of the other Party; provided, however, that (a)
         Manager may assign this Agreement in whole or in part or may delegate
         certain duties to an affiliate of Manager without the consent of
         Licensee, if such affiliate agrees in writing to be bound by this
         Agreement (or by the delegated duties, as the case may be), and (b)
         Manager may assign all or any part of its economic benefit under this
         Agreement to any of its lenders without the consent of Licensee. For
         purposes of this Agreement, the term "AFFILIATE" shall mean, with
         respect to a Party, any entity or person that controls, is controlled
         by or is under common control with, such Party.

ARTICLE 21 - NOTICES

21.1     Notices. Any notices or other communications required or permitted to
         be given by this Agreement must be given in writing and must be
         personally delivered, telecopied (with an original notice delivered by
         overnight courier service), or mailed by prepaid certified or
         registered mail to the Party to whom such notice or communication is
         directed at the address of such Party set forth on the signature page
         to this Agreement. Any such notice or other communication shall be
         deemed to have been given on the day it is received as aforesaid. Any
         Party may change its address for purposes of this Agreement by giving
         notice of such change to all other Parties pursuant to this SECTION
         21.1.

ARTICLE 22 - DISPUTES; ARBITRATION

22.1     Voluntary Dispute Resolution. If Licensee has a dispute over the amount
         of any fees, compensation, charges or reimbursements due or paid to
         Manager under this Agreement, Licensee will nevertheless within the
         required time for payment pay, pursuant to SECTION 12.1, all amounts
         which are not in dispute and supply a written explanation of reasons
         for disputing the unpaid amount. The Parties will cooperate in good
         faith to resolve any such disputes within a 30 day period after the due
         date of the original charges. All unresolved disputes and controversies
         of every kind and nature between the Parties arising out of or in
         connection with this Agreement as to the construction, validity,
         interpretation, or meaning, performance, non-performance, enforcement,
         operation, or breach shall be resolved according to the provisions of
         SECTIONS 10.6 and 10.7 of the Agreement and Plan of Reorganization.

ARTICLE 23 - MISCELLANEOUS

23.1     No Partnership. This Agreement does not constitute either Party as the
         agent or legal representative of the other Party and does not create a
         partnership or joint venture between Manager and Licensee. Except as
         provided herein, neither Party shall have any authority to enter into
         an agreement for or bind the other Party in any manner whatsoever. This
         Agreement confers no rights of any kind upon any third party.

23.2     Entire Agreement. This Agreement sets forth the entire understanding of
         the Parties and supersedes any and all prior agreements, arrangements
         or understandings relating to the subject matter hereof.

23.3     Severability. If any part of any provision of this Agreement or any
         other agreement, document or writing given pursuant to or in connection
         with this Agreement shall be invalid or unenforceable under applicable
         law, said part shall be ineffective to the extent of such invalidity
         only, without in any way affecting the remaining parts of said
         provision or the remaining provisions of this Agreement.


                                       13


<PAGE>   14

23.4     Governing Law. This Agreement is being executed and delivered, and is
         intended to be performed in Lubbock County, in the State of Texas, and
         the substantive laws of Texas shall govern the validity, construction,
         enforcement, and interpretation of this Agreement.

23.5     Press Releases. Neither Party shall issue a news release, public
         announcement, advertisement, or other form of publicity concerning the
         existence of this Agreement or the supplies or services to be provided
         hereunder without obtaining the prior written approval of the other
         Party.

23.6     Amendments. No provision hereof shall be altered, modified, rescinded
         or limited except by written agreement expressly referring hereto and
         to the provisions so altered, modified and limited and signed by all
         Parties against whom such modification or limitation is asserted, nor
         shall any such provision be modified or limited by course of conduct or
         by usage of trade.

23.7     Binding Effect. This Agreement shall be binding upon and inure to the
         benefit of the Parties and their respective successors and assigns.

23.8     Certain Representations. Licensee represents and warrants to Manager
         that neither the execution and delivery of this Agreement, nor
         consummation of any of the transactions herein contemplated, nor
         compliance with the terms and provisions hereof, will contravene or
         conflict with any provision of law, statute, or regulation to which
         Licensee is subject or any judgment, license, order, or permit
         applicable to Licensee, or any indenture, mortgage, deed of trust, or
         other instrument to which Licensee may be subject or to which Licensee
         may be a party; no consent, approval, authorization, or order of any
         court, governmental authority, or third party is required in connection
         with the execution and delivery by Licensee of this Agreement or to
         consummate the transactions contemplated herein.


                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                          SIGNATURE PAGE(S) TO FOLLOW.








<PAGE>   15


         Signature Page to the Services Agreement dated as of the date first set
forth above, between Washington Oregon Wireless, LLC and Alamosa Operations,
Inc.

                                    ALAMOSA OPERATIONS, INC.


                                    By:  /s/ David E. Sharbutt
                                         __________________________
                                         Name:  David E. Sharbutt
                                         __________________________
                                         Title: President


                                    Address:
                                         4403 Brownfield Highway
                                         Lubbock, Texas 79407
                                         Attention: President

                                         with copy to:
                                         Haynes and Boone, LLP
                                         901 Main Street, Suite 3100
                                         Dallas, Texas 75202
                                         Attention: William S. Kleinman

                                    WASHINGTON OREGON WIRELESS, LLC


                                    By:  /s/ Mitchell Moore
                                         _______________________________________
                                         Mitchell Moore, Chief Executive Officer


                                    Address:
                                         5665 SW Meadows Road, Suite 100
                                         Lake Oswego, Oregon 97035
                                         Attention: Mitchell Moore,
                                            Chief Executive Officer




                        WASHINGTON OREGON WIRELESS, LLC
                               SERVICES AGREEMENT
                                 SIGNATURE PAGE



<PAGE>   16


                             SCHEDULES AND EXHIBITS

Schedules
- ---------

1.3               Existing Trademark Violations
13.1              Required Consents
14.2              Monthly Operating Reports



Exhibits
- --------

A                 Basic Trading Areas










                                       1         WASHINGTON OREGON WIRELESS, LLC
                                                              SERVICES AGREEMENT

<PAGE>   17

                               SERVICES AGREEMENT
                               ------------------
                                    EXHIBIT A
                                    ---------


                               BASIC TRADING AREAS
                         WASHINGTON OREGON WIRELESS, LLC


         BTA 38   Bend, OR
         BTA 97   Coos Bay--North Bend, OR
         BTA 228  Kennewick--Pasco--Richland, WA
         BTA 231  Klamath Falls, OR
         BTA 288  Medford--Grants Pass, OR
         BTA 385  Roseburg, OR
         BTA 460  Walla Walla, WA--Pendleton, OR
         BTA 468  Wenatchee, WA
         BTA 482  Yakima, WA









                                                                       EXHIBIT A