<PAGE>
                                                                  EXHIBIT 10.40


                     SETTLEMENT AND REPURCHASE AGREEMENT



         This Settlement and Repurchase Agreement ("Agreement") is entered
into this 15th day of February, 2000 by and among Microcell Management, Inc.,
a Delaware corporation (the "Company"), LCC International, Inc., a Delaware
corporation ("LCC"), Albert F. Grimes ("A. Grimes"), Donald G. McClure, Jr.
("McClure"), R. Michael Gill ("Gill"), Roy R. Markert, III ("Markert"), Joseph
D. Croft, III ("Croft"), Pamela H. O'Neill ("O'Neill") and Gary L. Grimes ("G.
Grimes", and A. Grimes, McClure, Gill, Markert, Croft, O'Neill and G. Grimes
shall be collectively referred to herein as the "Minority Shareholders").

         WHEREAS, LCC and the Minority Shareholders are shareholders of the
Company and parties to that certain Shareholders' Agreement dated December 31,
1996 (the "Shareholders' Agreement");

         WHEREAS, the Company has received a proposal to sell in the Pinnacle
Transaction (as defined below) approximately one hundred ninety-seven (197)
telecommunication towers which are owned or, with respect to twenty-six (26)
of such towers, are to be constructed by the Company;

         WHEREAS, LCC and the Minority Shareholders believe that the Pinnacle
Transaction is in the best interest of the Company and its shareholders and
agree that it is not necessary to obtain an opinion from an investment banker
or similar independent expert as to the fairness of the Pinnacle Transaction
to the shareholders of the Company; and

         WHEREAS, LCC and the Minority Shareholders agree to vote their
respective shares of stock in favor of the Pinnacle Transaction and, in
connection therewith, to dismiss the Shareholder Lawsuit (as defined below)
and the Company Lawsuit (as defined below), to terminate the Shareholders'
Agreement and to have all of Minority Shareholders' respective shares of the
Company's Class B Common Stock, $.01 per share (the "Class B Stock")
repurchased by the Company.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

         1.       Pinnacle Transaction. The "Pinnacle Transaction" shall mean
a sale of approximately one hundred ninety-seven (197) telecommunication
towers which are owned or, with respect to twenty-six (26) of such towers, are
to be constructed by the Company to Pinnacle Towers, Inc., a Delaware
corporation ("Pinnacle"), for an aggregate purchase price of Eighty Million
Dollars ($80,000,000.00) or an amount which is not materially in excess
thereof (which purchase price could be reduced as

<PAGE>

a result of a reduction in the number of towers sold to Pinnacle or as a
result of other adjustments that may be made pursuant to the purchase
agreement), and the provision of services, including audit and maintenance
services, by the Company (or LCC or an affiliate of LCC) for Pinnacle pursuant
to a tower services agreement which shall be upon such terms and conditions as
may be agreed upon by the Company and Pinnacle (the "Services Agreement"). The
principal terms of the Pinnacle Transaction as currently contemplated are
summarized on Exhibit A attached hereto. The parties acknowledge that the
terms of the Pinnacle Transaction are subject to change as negotiations
between the Company and Pinnacle proceed, that there can be no assurances that
the Company and Pinnacle will enter into definitive agreements with respect to
the Pinnacle Transaction and that, even if the Company and Pinnacle enter into
such definitive agreements, the Pinnacle Transaction may not be consummated;
provided, however, that the foregoing acknowledgement shall not diminish nor
expand the Company's (and LCC's ) duties and obligations under applicable law
with respect to the Pinnacle Transaction. The Company shall provide regular
updates on the status of the Pinnacle Transaction, including drafts of the
asset purchase agreement and the Services Agreement to A. Grimes, as
reasonably requested by A. Grimes.

         2.       Voting.

                  (a)      LCC and the Minority Shareholders hereby agree to
appear, or cause the holder of record of all of the shares of the capital
stock of the Company, including the Class B Stock, and any other voting
interests of the Company on any applicable record date (the "Record Holder")
to appear, in person or by proxy, for the purpose of obtaining a quorum at any
annual or special meeting of shareholders of the Company and at any
adjournment thereof at which matters relating to the Pinnacle Transaction are
considered.

                  (b)      Each of LCC and the Minority Shareholders further
agree to vote, or cause the Record Holder to vote, in person or by proxy, all
of the shares of the capital stock of the Company, including the Class B
Stock, and any other voting interests of the Company directly or indirectly
owned or hereafter acquired beneficially or of record by LCC or the Minority
Shareholders, respectively, in favor of the Pinnacle Transaction (including
any amendments or modifications of the terms thereof approved by the Board of
Directors of the Company other than a material increase in the purchase price
for the telecommunication towers or an overall net increase in pricing under
the Services Agreement, from the prices reflected in Schedule 1 to Exhibit A,
that would result in payment of first year gross revenues to the Company in
excess of Twenty Million Dollars ($20,000,000.00) assuming no change in the
number of sites, from the site numbers reflected in Schedule 1 to Exhibit A,
as to which such services will be rendered) in connection with any meeting of,
or solicitation of consents from, the shareholders of the

                                    - 2 -

<PAGE>

Company at which or in connection with which the Pinnacle Transaction are
submitted for the consideration and vote of the shareholders of the Company.

                  Each Minority Shareholder revokes any and all previous
proxies with respect to shares of Class B Stock owned beneficially or of
record by such Minority Shareholder and agrees not to grant any proxy (except
as provided hereunder) with respect to shares of Class B Stock and any other
voting interests in the Company owned or hereafter acquired beneficially or of
record by such Minority Shareholder.

         3.       Proxy; Further Assurances.

                  (a)      Contemporaneously with the execution of this
Agreement, each Minority Shareholder has delivered to LCC a proxy in the form
attached to this Agreement as Exhibit B (the "Proxy").

                  (b)      Each Minority Shareholder shall perform such
further acts and execute such further documents and instruments as may
reasonably be required to vest in LCC the power to carry out and give effect
to the provisions of this Agreement. Without limiting the generality of the
foregoing, none of the parties hereto shall enter into any agreement or
arrangement (or alter, amend or terminate any existing agreement or
arrangement) or transaction if such action would materially impair or
materially interfere with the ability of any party to effectuate, carry out
and comply with all of the terms of this Agreement.

         4.       Repurchase of Class B Common Stock. At the Closing (as
defined in Section 7 below), each of the Minority Shareholders shall sell, and
the Company shall purchase, all of his or her shares of the Class B Stock in
exchange for his or her Pro Rata Share (as defined below) of the Aggregate
Purchase Price (as defined below). For purposes of this Agreement, (a) "Pro
Rata Share" of a Minority Shareholder shall equal such Minority Shareholder's
percentage interest in Class B Stock, as set forth on Schedule 1 attached
hereto, (b) "Aggregate Purchase Price" shall mean Four Million Two Hundred
Twenty-Three Thousand Seven Hundred Thirty-Six Dollars ($4,223,736.00) and (c)
"Business Day" shall mean any day other than a (i) Saturday or Sunday, or (ii)
day on which banking institutions in McLean, Virginia, Baltimore, Maryland, or
Washington, D.C. are required or authorized to close. Notwithstanding the
foregoing, the Minority Shareholders shall retain their right to transfer
shares of Class B Stock among the Minority Shareholders pursuant to Paragraph
8.2(a) of the Shareholders Agreement up to and including three (3) Business
Days prior to the Closing, as defined herein, provided that in connection with
any such transfer the Minority Shareholders execute such documents as may be
reasonably requested by the Company to evidence such stock transfer and the
corresponding changes required to Schedule 1 hereto and to comply with
applicable securities laws.

                                    - 3 -

<PAGE>

         5.       Assistance in Pinnacle Transaction. Each of the Minority
Shareholders agrees to cooperate fully with the Company and provide assistance
from time to time as reasonably requested by officers of the Company with
respect to all matters relating to the Pinnacle Transaction, including,
without limitation, assistance in securing consents of third parties;
provided, that, the Company agrees to reimburse the Minority Shareholders for
reasonable out-of-pocket expenses incurred by the Minority Shareholders in
connection with such cooperation and assistance. In consideration for such
cooperation and assistance, and subject to and expressly conditioned on the
closing of the Pinnacle Transaction and the repurchase of the Class B Stock,
the Minority Shareholders shall be paid at the Closing (as defined below) a
transaction bonus in the amount of One Million Nine Hundred Fifty Thousand
Dollars ($1,950,000.00) (the "Transaction Bonus"), each of the Minority
Shareholders to receive their respective share of the Transaction Bonus set
forth on Schedule 2 attached hereto.

         6.       Waiver and Release.  In the event that the Company elects to
consummate the Pinnacle Transaction, at the Closing,

                  (a)      each of the Minority Shareholders shall execute and
                           deliver to the Company a Waiver and Release, in the
                           form attached hereto as Exhibit C; and

                  (b)      the Company and LCC shall execute and deliver to
                           the Minority Shareholders a Waiver and Release, in
                           the form attached hereto as Exhibit D.

In addition, upon the Closing hereunder (i) each Minority Shareholder agrees
to dismiss with prejudice his or her claims in the case captioned Albert
Grimes, et al. v. LCC International, Inc., et al., Civil Action No. 16957-NC
(Delaware Court of Chancery) (the "Shareholder Lawsuit") by causing to be
filed in such court on the date of the Closing a Stipulation and Order in the
form attached hereto as Exhibit E and a Stipulation and Order in the form
attached hereto as Exhibit F and (ii) LCC agrees to dismiss with prejudice its
claims in the case captioned Microcell Management, Inc. v. Grimes, Civil
Action No. CAL99-05407 (Cir. Ct. P.G. County) (the "Company Lawsuit") by
causing to be filed in such court on the date of the Closing a Stipulation of
Dismissal with Prejudice in the form attached hereto as Exhibit G.  The
Minority Shareholder on the one hand and LCC and the Company on the other
hand, agree to bear their own costs and expenses, including attorneys' fees,
relating to the dismissal of the Shareholder Lawsuit and the Company Lawsuit.

                                    - 4 -

<PAGE>

         7.       Closing; Payments; Closing Deliveries; Closing Conditions.
The closing (the "Closing") of the purchase of the Class B Stock and the
transactions contemplated hereby shall occur at 10:00 a.m. on the first
Business Day after the date on which the closing of the Pinnacle Transaction
occurs (or if more than one closing is contemplated under the Pinnacle
Transaction, the initial closing thereunder) and shall take place at the
offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington,
D.C.

                  (a)      At the Closing, the Company agrees to make a
payment by wire transfer or otherwise in immediately available funds to
Steptoe & Johnson LLP in the amount of Seven Million One Hundred Seventy-Three
Thousand Seven Hundred Thirty-Six Dollars ($7,173,736.00) (less any applicable
withholdings as contemplated in Section 8 hereof) (the "Company Payment") as
payment for: (i) each of the Minority Shareholders respective Pro Rata Share
of the Aggregate Purchase Price; (ii) each of the Minority Shareholders
respective share of the Transaction Bonus as reflected on Schedule 2; and
(iii) in payment of legal fees and disbursements, in the amount of One Million
Dollars ($1,000,000.00), on behalf of the Minority Shareholders.

                  (b)      At the Closing, each of the Minority Shareholders
shall deliver to the Company (i) the certificates representing their
respective shares of Class B Stock together with stock transfer powers duly
endorsed in favor of the Company and (ii) a Waiver and Release in the form
attached hereto as Exhibit C, and A. Grimes shall deliver his written
resignation as a director of the Company.

                  (c)      At the Closing, the Company and LCC shall execute
and deliver to the Minority Shareholders a Waiver and Release in the form
attached hereto as Exhibit D.

                  (d)      The obligations of the Company and LCC to make the
Company Payment and to consummate the transactions contemplated hereby at the
Closing shall be subject to and expressly conditioned on (i) the closing of
the Pinnacle Transaction having occurred (or if more than one closing of the
Pinnacle Transaction is contemplated, the initial closing thereunder); (ii)
the receipt of the deliveries referred to in Section 7(b) above from all of
the Minority Shareholders; (iii) the compliance by all of the Minority
Shareholders of all of their respective obligations under this Agreement; and
(iv) that each of the representations and warranties made by each of the
Minority Shareholders shall be true and correct when made and shall be true
and correct on and as of the date of the Closing as if made on and as of such
date.

                  (e)      The obligations of the Minority Shareholders to
make the deliveries referred to in Section 7(b) above shall be subject to (i)
the making of the

                                    - 5 -

<PAGE>

Company Payment pursuant to Section 7(a); (ii) the receipt of the deliveries
referred to in Section 7(c) from the Company and LCC; (iii) the compliance by
the Company of all of its obligations under this Agreement; and (iv) that each
of the representations and warranties (except for the representations and
warranties set forth in Section 11(b) hereof) made by the Company shall be
true and correct on and as of the Closing as if made on and as of such date.

         8.       Taxes. Each of the parties agrees to the allocation of the
Company Payment to the Aggregate Purchase Price and to the Transaction Bonus
as provided in this Agreement for all purposes including federal and state
income tax purposes, and further agrees to act in accordance with such
allocation in any relevant tax returns filed. The Minority Shareholders
acknowledge that with respect to the Transaction Bonus, all of the Minority
Shareholders, other than G. Grimes and O'Neill, shall receive a Form 1099 from
the Company with respect to their respective share of such Transaction Bonus
as reflected on Schedule 2. G. Grimes and O'Neill acknowledge that the amount
paid for each of them for their respective share of the Transaction Bonus
shall only be such amount as is payable after withholding by the Company of
applicable withholdings for federal income taxes, applicable state taxes,
FICA, Medicare and similar federal or state withholdings.

         9.       Shareholders' Agreement. LCC, the Company and each of the
Minority Shareholders hereby agree that effective upon repurchase of the Class
B Stock at the Closing, the Shareholders' Agreement shall terminate and be of
no further force and effect including (but not limited to) all those
provisions of the Shareholders' Agreement which would have survived under
Paragraph 10.3 of the Shareholders' Agreement, which shall also be terminated
and of no further force and effect following repurchase of the Class B Stock
at the Closing.

         10.      Representations and Warranties.  Each Minority Shareholder
represents and warrants to the Company and LCC that:

                  (a)      he or she is, and on the date of the Closing will
                           be, the sole legal and beneficial owner of the
                           number of shares of Class B Stock set forth
                           opposite his or her name on Schedule 1 attached
                           hereto (the "Shares");

                  (b)      he or she has, and on the date of Closing will
                           have, good and valid title to the Shares free and
                           clear of any lien, claim, charge, security interest
                           or other encumbrance of any kind ("Encumbrance"),
                           with full right and lawful authority to sell and
                           transfer the Shares to the Company pursuant to this
                           Agreement;


                                    - 6 -

<PAGE>

                  (c)      except for the Shares, he or she owns no other
                           shares of capital stock of the Company or
                           securities convertible into or exchangeable for
                           capital stock of the Company or options, rights, or
                           warrants to purchase or to subscribe for any shares
                           of such stock or other securities of the Company;

                  (d)      this Agreement constitutes a valid and binding
                           obligation of such Minority Shareholder,
                           enforceable in accordance with its terms, and each
                           instrument or document to be executed by such
                           Minority Shareholder pursuant hereto, when executed
                           and delivered in accordance with the provisions
                           hereof, will be a valid and binding obligation of
                           such Minority Shareholder, enforceable in
                           accordance with its terms;

                  (e)      upon payment of such Minority Shareholder's Pro
                           Rata Share of the Aggregate Purchase Price to
                           Steptoe & Johnson LLP pursuant to Section 7(a) of
                           this Agreement, the Company will acquire good and
                           valid title to the Shares, free and clear of all
                           Encumbrances;

                  (f)      he or she has read this Agreement in its entirety
                           and has had a full and fair opportunity to consider
                           and understand its terms and to ask questions
                           concerning the Company, this Agreement and the
                           Pinnacle Transaction; and

                  (g)      he or she has been advised to seek counsel of his
                           or her choice to advise him or her concerning this
                           Agreement and has done so.

         11.      Representations, Warranties and Covenants of LCC and the
Company.  Each of LCC and the Company agrees and represents and warrants to
each Minority Shareholder that:

                  (a)      this Agreement constitutes a valid and binding
                           obligation of LCC and the Company, enforceable
                           against each in accordance with its terms, and each
                           instrument or document to be executed by LCC or the
                           Company pursuant hereto, when executed and
                           delivered in accordance with the provisions hereof,
                           will be a valid and binding obligation of such
                           party, enforceable against it in accordance with
                           its terms;

                  (b)      except as set forth on Schedule 3, as of the date
                           hereof (i) the Company is not party to any letter
                           of intent, memorandum of understanding or
                           definitive agreement pursuant to which the

                                    - 7 -

<PAGE>

                           Company shall acquire and/or build to suit
                           telecommunication towers from or for any third
                           party and (ii) the Company is not actively engaged
                           in the negotiation of a letter of intent,
                           memorandum of understanding or definitive agreement
                           with respect to the acquisition and/or building to
                           suit of telecommunication towers from or for a
                           third party, drafts of which have been exchanged
                           between the Company and such third party or
                           prepared by the Company within the last twelve (12)
                           months; and

                  (c)      LCC and the Company will provide to the Minority
                           Shareholders promptly after execution thereof (but
                           in no event later than five (5) Business Days after
                           execution thereof) copies of all documents executed
                           by LCC or the Company in connection with the
                           Pinnacle Transaction.

         12.      Termination. Notwithstanding any other provision contained
herein, this Agreement may, by written notice given prior to or at the
Closing, be terminated by the Company, LCC or the Minority Shareholders
(acting unanimously) if the closing of the Pinnacle Transaction (or if more
than one closing is contemplated under the Pinnacle Transaction, the initial
closing thereunder) shall not have been consummated by May 31, 2000.

         13.      Survival of Certain Rights of the Minority Shareholders.
Nothing in this Agreement or any Waiver and Release shall terminate, amend,
release or modify any rights of any Minority Shareholder as a current or
former director or officer of the Company to indemnification by the Company
pursuant to the certificate of incorporation and/or bylaws of the Company
and/or Delaware law except for indemnification rights, if any, with respect to
the Shareholder Lawsuit, the Company Lawsuit and the other claims being
released pursuant to the Waiver and Release of the Minority Shareholders. The
Company and LCC covenant and agree to maintain in effect for a period of six
(6) years following the Closing directors' and officers' liability insurance
pursuant to (and subject to the exclusions of) the existing LCC consolidated
policy (or any replacement policy covering those current directors or officers
of the Company who are employees of LCC) covering those Minority Shareholders
(including former officers of the Company) who are currently covered by the
existing LCC consolidated policy.

         14.      Nondisclosure. Except as such disclosure may be required by
court order or applicable law, no party to this Agreement shall announce or
disclose publicly the terms or provisions of this Agreement without the prior
written approval of the other parties hereto; provided, that this Section 14
shall not prohibit any party from disclosing such terms or provisions (i) to
his or her or its

                                    - 8 -

<PAGE>

attorneys, accountants, lenders, bankers, financial advisors or any other
advisor or consultant, (ii) in the case of the Company, to any purchaser or
prospective purchaser of substantially all of the assets of the Company, or
(iii) in the case of LCC, as is required under federal or state securities
laws or the rules of any stock exchange or inter-dealer quotation system;
provided, further, in the case of the foregoing clauses (i) and (ii), that any
of the persons mentioned therein to whom such information is disclosed are
under an obligation to keep such information confidential unless otherwise
required by court order or applicable law.

         15.      Minority Shareholders' Acknowledgement. Each of the Minority
Shareholders hereby acknowledges and agrees that, except for claims arising
out of the breach of the representations and warranties of LCC and the Company
in Sections 11(a) and 11(b), upon repurchase of the Class B Stock at the
Closing, each Minority Shareholder is forever releasing, relinquishing and
assigning to the Company any and all of his or her rights, claims or
entitlements that such Minority Shareholder has or may have in his or her
capacity as a Stockholder of the Company, or pursuant to any agreement,
commitment or understanding with the Company, LCC or any of their respective
affiliates, to any business transaction or business opportunity that has been,
is currently or may in the future be, pursued by the Company, LCC or any of
their respective affiliates, except as may otherwise be agreed in writing in
the future between one or more Minority Shareholders on the one hand and LCC
and/or the Company on the other hand. This acknowledgement does not in any way
constitute a covenant not to compete nor does it in any way diminish any
fiduciary or other legal obligations that any Minority Shareholder may have in
his or her capacity as a current or former officer, director or employee of
the Company.

         16.      Miscellaneous.

                  (a)      Benefit and Assignment.  This Agreement may not be
assigned by any Minority Shareholder, in whole or in part, without the prior
written consent of LCC and the Company.

                  (b)      Entire Agreement. This Agreement, including all
exhibits and schedules hereto constitute the entire agreement among the
Minority Shareholders, LCC and the Company relating to the subject matter
hereof, and this Agreement may not be modified or amended except in a writing
signed by the parties hereto.

                  (c)      Specific Performance. Each Minority Shareholder,
LCC and the Company acknowledge and agree that there would be no adequate
remedy at law for the Minority Shareholders, LCC or the Company if the
Minority Shareholders, LCC or the Company fail to perform any obligations
hereunder, and accordingly agree that the Minority Shareholders, LCC and the
Company, in addition to any

                                    - 9 -

<PAGE>


other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Minority
Shareholders, LCC or the Company under this Agreement in accordance with the
terms and conditions of this Agreement in any court of the United States or
any State thereof having jurisdiction. The Minority Shareholders, LCC and the
Company hereby waive any objection to the imposition of such relief or to the
posting of a bond in connection therewith.

                  (d)      Interpretation.  The parties hereto hereby
acknowledge that:

                           (i)      the Company and each Minority Shareholder
were each represented by counsel and had an opportunity to participate equally
in the drafting and negotiations of this Agreement;

                           (ii)     such negotiations were extensive and have
been conducted on an arm's length basis;

                           (iii)    each Minority Shareholder is sophisticated
and has substantial experience in business, financial and legal matters; and

                           (iv)     there are no circumstances surrounding the
drafting or negotiations of this Agreement and no other reason that would or
should require a court construing this Agreement to construe it more strictly
or stringently against one party than against the other parties.

                  (e)      Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of Virginia,
without giving effect to principles of conflicts of law.

                  (f)      Section Headings.  Section headings and any
numeration use herein are for convenience of reference only, and shall not
define, amplify or limit any of the substantive provisions of this Agreement.

                  (g)      Survival of Representations and Warranties. It is
the express intention and agreement of the parties hereto that the
representations, warranties and covenants of the parties set forth in this
Agreement shall survive the Closing.

                  (h)      Attorneys' Fees and Costs. In the event it is
necessary for either party to take any legal action to enforce any of the
terms, provisions or conditions of this Agreement, the prevailing party (as
finally determined by the court) will be entitled to recover from the other
party all reasonable attorneys' fees and all reasonable costs and expenses
relating to such legal action.

                                    - 10 -

<PAGE>

                  (i)      Other Expenses. Except as otherwise expressly
provided in this Agreement, each party to this Agreement will bear its
respective expenses incurred in connection with the preparation, execution and
performance of this Agreement.

                  (j)      Notices. All notices and other communications given
or made pursuant hereto shall be in writing and shall be deemed to have been
duly given or made as of the date delivered, mailed or transmitted, and shall
be effective upon receipt, if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested) to the parties at
the following addresses (or at such other address for a party as shall be
specified by like changes of address) or sent by electronic transmission to
the telecopier number specified below:

                  (i)      If to the Company:

                           Microcell Management, Inc.
                           7925 Jones Branch Drive
                           McLean, Virginia 22102
                           Telecopier No.:  703/873-2900
                           Attention:  President

                           with a copy to:

                           Attention:  Secretary

                   (ii)    If to LCC:

                           LCC International, Inc.
                           7925 Jones Branch Drive
                           McLean, Virginia 22102
                           Telecopier No.:  703/873-2900
                           Attention:  Chief Executive Officer

                           with a copy to:

                           Attention:  General Counsel

                                    - 11 -

<PAGE>

                  (iii)    If to any of the Minority Shareholders:

                           Albert F. Grimes
                           1202 Scotts Knoll Court
                           Lutherville, Maryland 21093
                           Telecopier No.:  410/308-2668

                           with a copy to:

                           Steptoe & Johnson LLP
                           1330 Connecticut Avenue, N.W.
                           Washington, D.C. 20036-1795
                           Telecopier No.:  202/429-3902
                           Attention:  Steven K. Davidson, Esq.

                  (k)      Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on
behalf of each party appears on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement. It shall not be
necessary in any proof of this Agreement to produce or account for more than a
number of counterparts containing the respective signatures of or on behalf of
all of the parties.

                  (l)      Facsimile Execution. To facilitate execution, this
Agreement may be executed through the use of facsimile transmission, and a
counterpart of this Agreement that contains the facsimile signature of a party
shall constitute an executed counterpart of this Agreement.


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                                    - 12 -

<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first set forth above.


                         MICROCELL MANAGEMENT, INC.


                         By:
                             ----------------------------------------
                         Name:
                               --------------------------------------
                         Title:
                                -------------------------------------


                         LCC INTERNATIONAL, INC.


                         By:
                             ----------------------------------------
                         Name:
                               --------------------------------------
                         Title:
                                -------------------------------------



                         --------------------------------------------
                         Albert F. Grimes



                         --------------------------------------------
                         Donald G. McClure, Jr.



                         --------------------------------------------
                         R. Michael Gill



                         --------------------------------------------
                         Roy R. Markert, III



                         --------------------------------------------
                         Joseph D. Croft, III


<PAGE>


                         --------------------------------------------
                         Pamela H. O'Neill



                         --------------------------------------------
                         Gary L. Grimes