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                                                                   Exhibit 10.69



                                    AGREEMENT
                       REGARDING RESIGNATION OF EMPLOYMENT
                                AND OTHER MATTERS

       THIS AGREEMENT REGARDING RESIGNATION OF EMPLOYMENT AND OTHER MATTERS
(this "Agreement") is made and dated as of October 5, 1998, between LCC
International, Inc., a Delaware corporation (the "Company"), and Geoffrey S.
Carroll ("Carroll").

       WHEREAS, Carroll and the Company jointly and amicably agree that Carroll
shall resign as an officer, employee, director and Board or other committee
member of the Company and terminate his employment and service with the Company
and each and every subsidiary of the Company (other than as a member of the
Board of Directors of the Company and as an advisor to the Chairman of the Board
of Directors of the Company described below);

       WHEREAS, Carroll and the Company have heretofore entered into an
Employment Agreement dated as of January 15, 1998, (the "Employment Agreement")
and Carroll and the Company have entered into stock option agreements dated as
of January 15, 1998; and

       WHEREAS, Carroll and the Company desire to set forth the terms and
conditions of their joint and amicable agreements regarding the resignation of
Carroll and the termination of Carroll's employment and service (other than the
Services (as defined below)) with the Company and its subsidiaries and the
effect of such termination on the Employment Agreement and such stock option
agreements.

       WHEREAS, the Company desires to obtain the advisory services of Carroll
as an independent contractor to assist with strategic planning, the development
of outsourcing opportunities for the Company, to provide advice and counsel to
the Chairman of the Board of Directors and to provide such other advice, counsel
and assistance as the Chairman of the Board of Directors may require;

       NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:

       1.     RESIGNATION FROM AND TERMINATION OF EMPLOYMENT. The Company and
Carroll agree that Carroll's last day of employment with the Company under the
Employment Agreement shall be October 5, 1998 (the "Effective Date"). Carroll
hereby resigns, effective as of October 5, 1998, from all of his offices and
positions with the Company and each of its subsidiaries, including without
limitation, his position as Chief Executive Officer of the Company and his
membership on the boards of directors of any and all subsidiaries of the Company
and his membership on Board or other committees formed by the Company or any of
its subsidiaries, including without limitation, governance, advisory, compliance
and similar committees, but expressly excluding his position as a member of
Board 



<PAGE>   2

of Directors of the Company. Carroll shall take no official action in the name
and on behalf of the Company or any of its subsidiaries nor have any authority
to bind the Company or any of its subsidiaries after the Effective Date, except
as permitted by this Agreement or as otherwise expressly authorized by the
Chairman of the Board of Directors of the Company in writing. Carroll agrees to
execute and deliver to the Company and its subsidiaries such documents
concerning such resignation and termination as may be reasonably requested by
the Company or any of its subsidiaries from time to time.

       2.     ENGAGEMENT.

       (a)    During the term of this Agreement (as set out in Section 4
hereof), Carroll shall serve as Advisor to the Chairman of the Board of
Directors of the Company (the "Chairman"). Carroll shall perform advisory
services as and when reasonably requested by the Chairman. Carroll shall render
advisory and consulting services to the Chairman consistent with the knowledge
and experience possessed by Carroll. Carroll's services shall include assisting
the Chairman with strategic planning, the development of outsourcing
opportunities for the Company, providing advice and counsel to the Chairman of
the Board of Directors and providing such other advice, counsel and assistance
as the Chairman of the Board of Directors may require and serving as a member of
the Board of Directors of the Company (the "Services"). Carroll shall coordinate
all Services through the Chairman of the Board of Directors of the Company or
such person as the Chairman shall designate and as the parties may mutually
agree. Carroll shall perform his services at the Company's offices or at such
other locations as the parties may mutually agree. Unless the parties otherwise
agree in writing, Carroll's services with the Company shall terminate at the end
of the term of this Agreement.

       (b)    In the time that Carroll is not providing services to the Company,
he may participate in other activities without obtaining the Company's approval
thereof; provided, however, that such other engagements and activities (i) do
not involve any violation of this Agreement and (ii) are disclosed in advance to
the Chairman.

       (c)    For a period of one year from the Effective Date, Carroll agrees
to make himself reasonably available, considering Carroll's other obligations,
duties and responsibilities at the time, to the Company relating to his
activities as an employee of the Company under the Employment Agreement
including, but not limited to, assisting the Company and acting as a witness in
connection with any pending or threatened litigation or other legal proceeding
with respect to which the Company reasonably determines his participation to be
necessary and responding to questions and inquiries with respect to such prior
services. Such assistance will be without additional compensation to Carroll
even if Carroll's services as an Advisor hereunder has terminated, however, he
will be reimbursed for any out-of-pocket expenses he incurs in providing such
assistance.



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       3.     COMPENSATION AND EXPENSES.

              (a) The Company agrees to pay Carroll advisory fees during the
term of this Agreement, commencing as of the Effective Date, at the rate of Four
Hundred Thousand Dollars ($400,000) per year ("Fees"), payable in arrears in
substantially equal semi-monthly installments. Carroll shall not be entitled to
additional compensation for serving as a member of the Board of Directors of the
Company. The Company shall promptly reimburse Carroll for all reasonable,
ordinary and necessary travel and lodging expenses incurred by Carroll in
connection with Carroll's performance of services hereunder, provided that all
such expenses are in accordance with the Company's policies applicable to
similar expenses incurred by its executive management employees and are approved
in advance by the Chairman. Carroll will invoice the Company monthly in arrears
for any reimbursement of expenses payable hereunder in respect of services
performed and expenses incurred during the previous month, and each such invoice
shall be accompanied by receipts and other supporting documentation of expenses
incurred as reasonably requested by the Company.

              (b) Carroll shall reimburse the Company for $19,600 in expenses
paid by the Company during the period of Carroll's employment with the Company.
The Company shall have the right to offset all amounts due Carroll pursuant to
this Agreement by such amounts. The first six bimonthly payments to Carroll
pursuant to this Agreement will be reduced by a pro-rata portion of this amount.
Within 60 days after the Effective Date, Carroll agrees to provide documentation
satisfactory to the Company's auditors substantiating the legal basis for, and
payment of $38,890 of fees paid in connection with the termination of a certain
lease of his prior residence in Brussels, Belgium incurred at the time Carroll
was hired by the Company.

              (c) The parties agree that Carroll shall sublet the apartment
located at 228 East 67th Street, New York, New York 10021, from the Company for
the remaining term of the lease and that the rent and other expenses associated
therewith shall be Carroll's responsibility. Carroll and the Company will use
their best efforts to have the lease novated to Carroll. The Company shall
continue to pay the monthly rent on the apartment prior to completion of such
sublease, and the monthly rent and all expenditures incurred by the Company in
connection with the apartment prior to such sublease shall be offset against any
payments due Carroll pursuant to this Agreement. Carroll shall have the
exclusive right to use and occupy the apartment during the term of this
Agreement.

              (d) Nothing in this Agreement shall entitle Carroll to participate
in or accrue benefits under any plan of the Company relating to stock options
(other than as provided herein), stock purchases, pension, thrift, profit



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sharing, employee stock ownership, group life insurance, medical coverage,
disability insurance, education, or other retirement or employee benefits,
except to the extent that Carroll may be entitled to continuation coverage
(COBRA), at Carroll's expense, under the health and dental insurance plan
maintained by the Company.

              (e) Anything in this Agreement to the contrary notwithstanding,
all payments required to be made by the Company hereunder to Carroll or his
estate or beneficiaries in connection with may be subject to the withholding of
such amounts relating to taxes as the Company may reasonably determine it should
withhold pursuant to any applicable law or regulation. In lieu of withholding
such amounts, in whole or in part, the Company may, in its sole discretion,
accept other provisions for the payment of taxes and any withholdings as
required by law, provided that the Company is satisfied that all requirements of
law affecting its responsibilities to withhold compensation have been satisfied.

       4.     TERM. The term of this Agreement shall be for twelve (12) months
commencing on October 5, 1998, unless earlier ---- terminated pursuant to
Section 7 hereof. At the end of the term of this Agreement, Carroll shall resign
from the Board of Directors of the Company.

       5.     EFFECT ON OPTION AGREEMENTS. The stock option agreements between
the Company and Carroll made as of January 15, 1998 and all rights and benefits
of Carroll thereunder (including without limitation all stock options granted
therein) are hereby terminated and canceled and shall be of no further force or
effect as of the Effective Date, except to the extent provided herein. Carroll
will continue to hold, and is vested in, non-qualified stock options to purchase
(i) 90,000 shares of Company Series A Common Stock ("Stock") at an exercise
price equal to $12.625 per share, and (ii) 105,000 shares of Stock at an
exercise price equal to $18.84 per share, and such non-qualified stock options
shall remain exercisable for a period of the lesser of (i) twelve (12) months
from the Effective Date or (ii) six (6) from termination of services under this
Agreement.

       6.     STANDARDS. Carroll shall perform his duties and responsibilities
under this Agreement to the best of his ability and using his best efforts, in a
diligent, timely, professional and workmanlike manner, in accordance with
performance standards generally prevailing in the telecommunications industry.
He shall perform is duties as a member of the Board of Directors of the Company
in accordance with the duty of loyalty and fiduciary obligations applicable to
members of boards of directors certain of which are summarized in Exhibit A,
attached hereto, and his services hereunder in compliance with applicable
securities laws certain of which are summarized in Exhibit B, attached hereto
and all other applicable laws and related rules and regulations, including, but
not limited to, the Foreign Corrupt Practices Act.



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       7.     TERMINATION OF SERVICES.

       (a)    General. Carroll's service hereunder shall terminate upon
Carroll's death or "Disability" and may be terminated with or without "Cause"
(as defined in this Section 7) by the Company or Carroll at any time during the
term of this Agreement. Disability shall mean a physical or mental condition
resulting from bodily injury or mental disease which renders Carroll incapable
of continuing any gainful occupation and which condition constitutes total
disability under the federal Social Security Acts. If the Company terminates
Carroll, the effective date of Carroll's termination of services is the date of
written notice of termination given by or on behalf of the Board to Carroll. If
the termination of Carroll is on account of Disability, the effective date of
Carroll's termination of services is the date Carroll ceased performing services
for the Company on account of Disability. If Carroll terminates his services,
the effective date of Carroll's termination of services is the date Carroll
terminates services or such other date as Carroll and the Company mutually agree
in writing. The Company shall have the right to terminate Carroll's services
under this Agreement if he becomes employed with another employer or is
self-employed and such self-employment interferes with the performance of his
services under this Agreement.

       (b)    Termination For "Cause" or Voluntarily, Death or Disability. In
the event of Carroll's death, Disability, termination of services by the Company
for Cause (as defined in this Section 7) or in the event Carroll voluntarily
terminates his services, the Company shall promptly thereafter pay to Carroll
(his legal representatives, estate, beneficiaries or heirs) all compensation,
benefits and other payments to which he was entitled hereunder only through the
effective date of termination of services, and the Company shall thereafter have
no further obligation to Carroll or his legal representatives, estate,
beneficiaries or heirs for any compensation, benefits or other payments
hereunder. Carroll shall remain obligated to make the payments and
reimbursements provided in Section 3(b) and (c) hereof, and the Company shall
have the right to set off such amounts against any amount due to Carroll
pursuant to this Agreement.

       (c)    Termination Without "Cause". In the event of Carroll's termination
of services by the Company without Cause, the Company shall continue to pay to
Carroll his Fees (as defined in Section 3), payable in arrears in substantially
equal semi-monthly installments, commencing on the effective date of his
termination of services, for the remaining term of this Agreement provided
however that in the event that Carroll commences employment (including
self-employment) with another employer then such payment obligation shall
terminate on the later of (i) the date Carroll commences such employment, or
(ii) six months from the Effective Date. Carroll shall not be obligated to seek
or accept employment to mitigate the amounts payable under 



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this section. Carroll shall remain obligated to make the payments and
reimbursements provided in Section 3(b) and (c) hereof, and the Company shall
have the right to set off such amounts against any amount due to Carroll
pursuant to this Agreement.

       (d)    Definition of "Cause". For purposes of this Agreement, "Cause" for
termination of Carroll's services by the Company hereunder shall be deemed to
exist if, after the date of this Agreement, (a) Carroll commits an act of fraud,
material dishonesty or theft against, or a felony involving, the Company; (b)
Carroll commits a crime involving moral turpitude; (c) Carroll has compromised
trade secrets or other proprietary information of the Company; (d) Carroll shall
breach in any material respect the terms of this Agreement; (e) Carroll has
willfully failed or refused to perform material assigned duties consistent with
his responsibilities; or (f) Carroll engaged in gross or willful misconduct that
causes substantial and material harm to the business and operations of the
Company or a subsidiary, the continuation of which will continue to
substantially and materially harm the business and operations of the Company or
a subsidiary in the future.

       8.     RESTRICTIVE COVENANTS.

       (a)    Confidentiality. Except as authorized or directed by the Company,
Carroll shall not, at any time during or subsequent to the term of this
Agreement, directly or indirectly publish or disclose any confidential
information of the Company or of any of its subsidiaries (as defined in this
Section 8) or confidential information of others that has come into the
possession of the Company or of any of its subsidiaries or into his possession
in the course of his services with the Company or his services and duties
hereunder to any person or entity, and Carroll shall not use any such
confidential information for his own personal use or advantage or make it
available to others for use. All information, whether written or oral, regarding
the business or affairs of the Company or any of its subsidiaries, including,
without limitation, information as to their products, services, systems,
software, inventions, finances (including prices, costs and revenues), marketing
plans, programs, methods of operation, prospective and existing contracts and
other business arrangements or business plans, procedures, and strategies, shall
be deemed confidential information, except to the extent the same shall have
been lawfully and without breach of confidential obligation made available to
the general public without restriction. The Company shall be under no obligation
to specifically identify any information as to which the protection of this
Section 8(a) extends by any notice or other action. For purposes of this
Agreement, the term "subsidiary" shall mean any entity of which the majority
equity or other ownership interest or a controlling interest is held directly,
or indirectly, by the Company or any of their successors. Nothwithstanding the
foregoing, Carroll shall not be considered in breach of this section if (a) such


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disclosure or publication is compelled by a court of competent jurisdiction
provided the Company has been given advance notice of the proposed disclosure or
publication and has had an opportunity to object or to seek a protective order
or (b) such disclosure or publication is necessary in order to defend Carroll
from an action or claim by the Company under this Agreement.

       (b)    Non-Compete. During the period which is the greater of (i) twelve
months from the Effective Date and (ii) six months from the termination of
Carroll's services, Carroll will not, directly or indirectly, as a stockholder
owning beneficially or of record more than five percent of the outstanding
shares of any class of stock of any issuer, or as an officer, director,
employee, consultant, partner, joint venturer, proprietor, or otherwise engage
in or become interested in any business that directly or indirectly is in
competition with any material business of the Company or any of its subsidiaries
(or any of their successors) as conducted or proposed to be conducted (i) if
during the term, during the period of services or (ii) after termination of
services, then at the time of any such termination, provided, however, that this
provision shall not prohibit Carroll from acting as an officer, director,
employee, consultant, partner, joint-venturer or proprietor of any entity that
has a separate subsidiary or division that is in competition with the business
of the Company so long as Carroll as no direct or indirect responsibility or
involvement in the activities of the subsidiary or division or in the
competitive activity. During the period of Carroll's services and for a period
of twelve months thereafter, Carroll shall not, without the prior written
consent of the Company, solicit or hire or induce the termination of employment
of any employees or other personnel providing services to the Company, or any of
its subsidiaries, who are employees or providing services at the time or within
six months of such solicitation, hiring or inducement, for any business
activity, other than a business activity owned or controlled, directly or
indirectly, by the Company or any of its subsidiaries.

             (c)    Work Product. Carroll acknowledges that all inventions,
innovations, improvements, developments, methods, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable) that
relate to the actual or anticipated business, research and development or
existing or future products or services of the Company or its subsidiaries that
are conceived, developed, made or reduced to practice by Carroll while providing
services to the Company or any of its subsidiaries ("Work Product") belong to
the Company and Carroll hereby assigns, and agrees to assign, all of the above
to the Company. Any copyrightable work prepared in whole or in part by Carroll
in the course of Carroll's work for any of the foregoing entities shall be
deemed a "work made for hire" under the copyright laws, and the Company shall
own all rights therein. To the extent that any such copyrightable work is not a
"work made for hire," Carroll hereby assigns and agrees to assign to Company all
right, title and interest, including without limitation, copyright in and to
such copyrightable work. Carroll shall promptly disclose such Work Product and
copyrightable work to the Chairman of the Board of Directors and perform all
actions reasonably requested by the Chairman of 

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the Board of Directors (whether during or after the term of this Agreement) to
establish and confirm the Company's ownership (including, without limitation,
assignments, consents, powers of attorney and other instruments).

              (d)    Enforcement. Carroll acknowledges and warrants that he will
be fully able to earn an adequate livelihood for himself and his dependents if
Section 8(b) should be specifically enforced against him. Carroll also
acknowledges that the restrictions contained in this Section 8 are reasonable
and necessary to protect the business and interests of the Company, the Company
is relying upon the enforceability of such restrictions in entering into this
Agreement, and any violation of these restrictions will cause substantial
irreparable injury to the Company. Therefore, Carroll agrees that the Company is
entitled, in addition to other remedies, to preliminary and permanent injunctive
relief to secure specific performance, and to prevent a breach or contemplated
breach, of this Section 8. The restrictions set forth herein shall be construed
as independent covenants, and the existence of any claim or cause of action
against the Company, whether predicated upon this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the restrictions
contained in this Section 8. Carroll hereby consents to the jurisdiction over
his person of any courts within the Commonwealth of Virginia with respect to any
proceedings in law or in equity arising out of this Agreement. If any court of
competent jurisdiction shall hold that the restrictions contained in Section
8(b) are unreasonable as to time or geographical area, said restrictions shall
be deemed to be reduced to the extent necessary in the opinion of such court to
make them reasonable. Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such breach or
threatened breach, including, without limitation, recovery of damages from
Carroll.

       9.     RELEASE.

       (a)    Carroll, on behalf of himself and his heirs, executors,
administrators, successors and assigns, forever releases and discharges the
Company and its stockholders and affiliates, and the Company's and its
stockholders' and affiliates' respective agents, officers, employees and
directors, and their respective successors and assigns, from and against any and
all known claims, damages, lawsuits, actions, causes of action, and liabilities
whatsoever, absolute or contingent, accrued or unaccrued, including but not
limited to, all claims arising from or in any way connected with Carroll's
employment by the Company and the termination of Carroll's employment with the
Company, but excluding any claims, damages or liabilities associated with (i)
the stock option agreements to the extent not terminated by this Agreement, (ii)
benefits payable under the terms of employee benefit plans maintained by the
Company or its subsidiaries, or (iii) any breach by the Company of the terms of
this Agreement. This release includes, but is not limited to, rights or claims
arising under Title VII of the Civil Rights Act of 1964, as 



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amended, the Age Discrimination in Employment Act of 1967, as amended, the
Employee Retirement Income Security Act of 1974, as amended, the Americans with
Disabilities Act, and any other federal, state or local statutes or common-law
rights of action prohibiting employment discrimination based on age, sex, race,
color, national origin, religion, handicap or veteran status or otherwise
concerning Carroll's employment. Carroll also agrees not to sue or otherwise
institute or cause to be instituted or in any way voluntarily participate in the
prosecution of any complaints or charges against any person or entity released
herein in any federal, state, District of Columbia or other court,
administrative agency or other forum concerning any claims released herein.

       (b)    Carroll acknowledges that he has carefully read this Agreement
which includes the release set forth in Section 9(a) (the "Release of Claims")
and fully understands all of its terms. Carroll is signing this Agreement
voluntarily and with full knowledge of its significance and acknowledges that he
has not relied upon any representation or statement, written or oral, not set
forth in this Agreement.

       (c)    Carroll acknowledges that he received this Agreement on October 2,
1998, and that he understands that he has twenty-one (21) days after the
foregoing date within which to consider this Agreement, including the Release of
Claims, before signing it. Carroll understands that he has been given the
opportunity to and has in fact consulted with legal counsel of his own choosing
and that if he signs this Agreement prior to the twenty-first day, he does so on
a purely voluntary basis.

       (d)    Carroll further understands that for a period of seven (7) days
after he signs this Agreement, which includes the Release of Claims, that he may
revoke or cancel it by written notification to the Company and by returning any
sums paid to Carroll under this Agreement, and that this Agreement, including
the Release of Claims, will not become effective or enforceable until that
seven-day period has passed.

       (e)    Company, its officers, directors, agents, assigns, predecessors,
divisions, subsidiaries, affiliates, and related entities hereby waive, release
and forever discharge Carroll from all known claims, charges, complaints,
obligations, damages and causes of actions against Carroll, and with respect to
all such claims, charges, complaints, obligations, damages and causes of action,
will institute no legal proceedings or claims against Carroll; provided that
such release shall not apply to Carroll's obligations under the terms of this
Agreement.

       10.    ASSIGNMENT. The rights and obligations of the Company under this
Agreement shall be binding upon its successors and assigns and may be assigned
by the Company to the successors in interest of the Company. The rights and
obligations of Carroll under this Agreement shall be binding upon his heirs,
legatees, personal representatives, executors or administrators. This



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Agreement may not be assigned by Carroll, but any amount owed to Carroll upon
his death shall inure to the benefit of his heirs, legatees, personal
representatives, executors, or administrators.

       11.    NOTICE. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when hand delivered, sent by overnight courier,
or mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by telegram, telecopy, or telex,
addressed as follows:

                      If to the Company:

                        LCC International, Inc.
                        7925 Jones Branch Drive
                        McLean, Virginia 22102
                        Attention:  Peter Deliso, Esq.
                        Telecopy No.:  (703) 873-2100

                      If to Carroll:

                        Dr. Geoffrey S. Carroll
                        228 East 67th Street
                        New York, New York 10021

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

       12.    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto, and supersedes all prior oral or written agreements,
commitments or understandings with respect to the matters provided for herein.
The Employment Agreement shall be terminated as of the Effective Date and shall
be of no further force or effect thereafter. The stock option agreements shall
be terminated as of the Effective Date except to the extent provided in Section
5 hereof.

       13.    HEADINGS. Section headings contained in this Agreement are
inserted for convenience of reference only, shall not be deemed to be a part of
this Agreement for any purpose, and shall not in any way define or affect the
meaning, construction or scope of any of the provisions hereof.

       14.    SEVERABILITY. If any part of any provision of this Agreement shall
be invalid or unenforceable under applicable law, such part shall be ineffective
to the extent of such invalidity or unenforceability only, 



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without in any way affecting the remaining parts of such provision or the
remaining provisions of this Agreement.

       15.    GOVERNING LAW. This Agreement, the rights and obligations of the
arties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia
(excluding the choice of law rules thereof). The parties irrevocably submit to
the exclusive jurisdiction of the Commonwealth of Virginia and the venue of
Fairfax County in any action brought by the parties concerning this Agreement or
the performance thereof.

       16.    AMENDMENT; MODIFICATION; WAIVER. No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by Carroll and the Company. No delay or failure at any time on the
part of the Company or Carroll in exercising any right, power or privilege under
this Agreement, or in enforcing any provision of this Agreement, shall impair
any such right, power, or privilege, or be construed as a waiver of any default
or as any acquiescence therein, or shall affect the right of the Company or
Carroll thereafter to enforce each and every provision of this Agreement in
accordance with its terms.

       17.    INDEPENDENT CONTRACTOR STATUS. Carroll shall have sole control of
the manner and means of performing his services under this Agreement and shall
complete such services in accordance with his own means and methods of work. The
parties intend that Carroll shall be an independent contractor, self-employed
individual and that Carroll shall be responsible for the payment of applicable
income and self-employment taxes with respect to his compensation under this
Agreement.

       18.    MAIL, E-MAIL VOICE MAIL. The Company shall promptly and regularly
forward to Carroll, unopened, any personal mail or mail marked "confidential"
received at the Company's offices for a period of six months. The Company shall
maintain Carroll's voice mail and e-mail message services at the Company's
facilities for the lesser of (i) the term of this Agreement or (ii) while
serving as a Director of the Company.

       19.    REFERENCES. All requests for references for Carroll shall be
directed to Rajendra Singh, whose comments concerning Carroll, with regard to
activities prior to the Effective Date, will be consistent with the press
release issued by the Company as of an even date herewith.

       20.    FURTHER ASSURANCE. The Company and Carroll shall at any time, and
from time to time, execute and deliver such further documents as the Company may
reasonably request to effect fully the purposes of this Agreement.




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       21.    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same instrument.

              IN WITNESS WHEREOF, the parties have executed this Agreement on
October __, 1998 to be effective as of October 5, 1998

WITNESS:                                        LCC INTERNATIONAL, INC.

/S/ RUTH TINSLEY                                BY:  /S/  PETER A. DELISO
-------------------------                          -------------------------
                                                Name:  PETER A. DELISO
                                                Title: VICE PRESIDENT AND
                                                       GENERAL COUNSEL
                                                
WITNESS:

                                                 /S/ GEOFFREY S. CARROLL
-------------------------                        ----------------------------
                                                 GEOFFREY S. CARROLL



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