Exhibit 10.6

The omitted  portions  indicated by brackets have been separately filed with the
Securities  and  Exchange  Commission  pursuant  to a request  for  confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.






                              AMENDED AND RESTATED


                        PROCUREMENT AND SERVICES CONTRACT



                                     between


                    SPRINT SPECTRUM EQUIPMENT COMPANY, L.P.,
                                      Owner


                                       and


                            LUCENT TECHNOLOGIES INC.,
                                     Vendor



                           Dated as of October 9, 1996


<PAGE>

P
             AMENDED AND RESTATED PROCUREMENT AND SERVICES CONTRACT


                  This Amended and Restated  Procurement  and Services  Contract
(the  "Contract") is made and is effective as of October 9, 1996 (the "Effective
Date"),  by and between  Sprint  Spectrum  Equipment  Company,  L.P., a Delaware
limited  partnership  (the "Owner"),  and Lucent  Technologies  Inc., a Delaware
corporation (the "Vendor" and, together with the Owner, the "Parties").

                                    RECITALS:

             A.  The Federal Communications Commission (the "FCC") granted to 
Sprint Spectrum Holding Company L.P. ("Holdings"), a Delaware limited partner-
ship (formerly known as MajorCo L.P.) and certain of its affiliates personal 
communications services licenses (the "PCS FCC Licenses") to build and operate 
PCS Systems (as defined below) in specified geographic areas in the United 
States;

             B. Holdings and AT&T Corp.  ("AT&T"), a New York corporation by and
through its Network  Systems  Group  entered  into a  Procurement  and  Services
Contract dated as of January 31, 1996 (the "Procurement and Services Contract").
Effective  as  of  February  1,  1996,  pursuant  to  subsection  27.22  of  the
Procurement  and  Services  Contract  and a  Notice  of  Assignment  dated as of
February 1, 1996 (the "AT&T Assignment"),  AT&T assigned all of its right, title
and  interest  in and to,  and  delegated  and  transferred  all of its  duties,
obligations and  liabilities,  under the  Procurement  and Services  Contract to
Lucent  Technologies  Inc., a Delaware  corporation  (the "Vendor") and the full
successor to the Network Systems Group of AT&T. Pursuant to the AT&T Assignment,
AT&T was released and discharged  from all duties,  obligations  and liabilities
under the  Procurement  and  Services  Contract.  Effective as of June 21, 1996,
pursuant to an  Assignment,  Assumption and Amendment No. 1 dated as of June 21,
1996 ("Amendment No. 1") by and among Holdings, Sprint Spectrum L.P., a Delaware
limited  partnership  ("Sprint  Spectrum"),  the  Owner and the  Vendor,  all of
Holdings'  right,  title and  interest in and to the  Procurement  and  Services
Contract  was  assigned  to and all of its  duties  and  obligations  under  the
Procurement and Services Contract were delegated to Sprint Spectrum and Holdings
was released and discharged from any and all liabilities,  obligations or duties
under or in  respect of the  Procurement  and  Services  Contract.  Pursuant  to
Amendment No. 1, all of Sprint Spectrum's right (other than certain rights under
the Procurement and Services Contract to exercise remedies under the Procurement
and  Services  Contract in lieu of any such  exercise  by the Owner),  title and
interest in and to the Procurement and Services Contract was assigned to and all
of its duties and obligations  under the Procurement and Services  Contract were
delegated to the Owner and further,  the Procurement  and Services  Contract was
amended.  Pursuant to Amendment No. 2 to the Procurement  and Services  Contract
dated as of July 15, 1996  ("Amendment  No. 2"),  the  Procurement  and Services
Contract was further  amended.  For the purposes  hereof,  the  Procurement  and
Services  Contract as assigned pursuant to the AT&T Assignment and Amendment No.
1 and as amended  pursuant to Amendment No. 1 and Amendment No. 2 is hereinafter
referred to as the "Existing Contract";

             C. The Owner desires to have the Vendor  engineer and construct PCS
Systems and PCS  Sub-Systems  in the  geographic  areas  specified  for such PCS
Systems and PCS  Sub-Systems on Schedule 4  (collectively,  the "System  Areas")
pursuant to the terms of this Contract;

             D. The  Vendor,  itself or through its  Subcontractors  (as defined
below),  desires to provide Products (as defined below) and Services (as defined
below) to the Owner in connection with the  engineering and  construction of PCS
Systems and PCS Sub-Systems in the System Areas (as certain of such System Areas
may be divided  into the certain  sub-areas  ("System  Sub-Areas")  set forth on
Schedule 4) including,  but not limited to, the Vendor's obligation to engineer,
equip,  install,  build,  test and  service  and  operate  PCS  Systems  and PCS
Sub-Systems  in such System Areas and System  Sub-Areas in  accordance  with the
terms and conditions set forth herein; and

             E.  The Parties desire to amend and restate the Existing Contract 
to provide for, among other things, the incorporation of all prior amendments 
and the subdivision of certain PCS Systems into certain defined PCS Sub-Systems;

             NOW,  THEREFORE,  in  consideration  of  the  mutual  promises  and
covenants herein contained,  the Parties hereby agree that the Existing Contract
will be and hereby is amended  and  restated  in its  entirety to read herein as
follows:




<PAGE>



                              SECTION 1 DEFINITIONS


             1.1  Definitions.  In addition to the terms listed  below,  certain
additional terms are defined in the Exhibits (as defined below),  subject to the
provisions of subsection  1.2 hereof.  As used in this  Contract,  the following
terms have the following meanings:

             "AAA" means the American Arbitration Association.

             "Acceptance Certificates" means the collective reference to the 
Factory Test Certificate, the Initial PCS System Certificate, the Substantial 
Completion Certificate and the Final Acceptance Completion Certificate.

             "Acceptance   Tests"   means  the   collective   reference  to  the
performance and reliability  demonstrations  and tests specified in Exhibits B1,
B2 and B3 to  determine  whether  the  Products,  the  Services,  any of the PCS
Systems, PCS Sub-Systems and/or the System meet the Specifications and the terms
and conditions of any applicable order and this Contract.

             "Access  Manager HLR  (AM/HLR)"  means  Equipment and Software that
provides the call processing  logic which comprises the stand-alone HLR service.
The stand-alone  service being that service which contains the PCS  subscriber's
or group of PCS  subscribers'  profile data used to provide call  completion and
enhanced services as further described in Appendix A.

             "Access Manager Specifications ("AM/HLR Specifications")" means the
Access Manager Specifications set forth in Appendix A.

             "Actiview"  means Vendor's  Actiview  application  software that is
used for  provisioning of services  features ("SFP") within the Owner's services
operations,  including,  but  not  limited  to,  over-the-air  provisioning  and
non-over-the-air  provisioning  and computer desk to functions as defined in the
Actiview Statement of Work.

             "Actiview  Acceptance  Test Period" means the applicable  period of
time in days that the  Vendor  has to test and the Owner has to accept  Actiview
Products and Services as specified in the Actiview Statement of Work.

             "Actiview  Completion  Dates"  means the dates and  milestones  set
forth in the  Actiview  Statement  of Work  that are  required  to be met by the
Vendor for the successful and timely completion of the provision of the Actiview
Products and Services.

             "Actiview Final  Acceptance"  means the Owner's final acceptance of
the relevant Actiview Products and Services, and, to the extent applicable,  the
installation  thereof,  pursuant to and in  accordance  with the Actiview  Final
Acceptance Tests set forth in Appendix S; provided that in no event can Actiview
Final  Acceptance  occur with respect to Actiview  Products or Services prior to
thirty (30) days after the completion of Actiview Final Acceptance Testing.

             "Actiview Final  Acceptance  Tests" and "Actiview Final  Acceptance
Testing" means the Actiview  Products and Services final  acceptance  testing as
set forth in Appendix S.

             "Actiview   Functional   Acceptance"   means  the  Owner's  initial
acceptance of Actiview Products and Services, and, to the extent applicable, the
installation thereof, pursuant to and in accordance with the Actiview Functional
Acceptance Tests set forth in Appendix S.

             "Actiview  Functional  Acceptance  Test" and  "Actiview  Functional
Acceptance  Testing" means the initial field tests performed  pursuant to and in
accordance  with  Appendix  S during  the  Actiview  Acceptance  Test  Period to
determine  whether the Actiview  Products and Services meet the requirements and
specifications set forth in the Actiview Statement of Work.

             "Actiview Maintenance and Instruction Manuals" has the meaning 
ascribed thereto in subsection 2.22.

             "Actiview Operating Manuals" has the meaning ascribed thereto in 
subsection 2.20.3.

             "Actiview  Price" means the aggregate price set forth in Appendix T
for all of the Actiview  Products and Actiview Services to be provided under the
Contract and described in the Actiview Statement of Work.

             "Actiview Product Warranty Period" has the meaning ascribed thereto
in subsection 17.1.3.

             "Actiview  Products"  means the  collective  reference  to Actiview
Software, Actiview documentation and any other ancillary Actiview items provided
by the Vendor to the Owner.

             "Actiview  Services" means those services provided by the Vendor to
the Owner as part of the provision,  installation  and continuing  operation and
maintenance  of the Actiview  Products  pursuant to and in  accordance  with the
Actiview Statement of Work.

             "Actiview Software" means the work management Software forming part
of the application  Software provided by the Vendor to the Owner pursuant to and
in accordance with the Actiview Statement of Work.

             "Actiview Statement of Work" means the requirements, specifications
and milestones set forth in Appendix U.

             "Adaptations"  means any derivative  work based on service  package
application  licensed Software  including (i) any work incorporating any service
package application licensed Software directly,  (ii) any work incorporating any
computer program from service package application licensed Software rewritten in
a different  computer  language or converted  to operate on a different  type of
CPU,  (iii)  any work  utilizing  a  method  or  concept  from  service  package
application  licensed Software that the Owner is obligated to keep in confidence
hereunder or (iv) any work otherwise covered by any of the Vendor's intellectual
property rights in service package application licensed Software.

             "Additional Affiliate" has the meaning ascribed thereto in subsec-
tion 3.1.

             "Additional Affiliate Agreement" has the meaning ascribed thereto 
in subsection 3.3.

             "Additional  Affiliate  Arrangement"  means  a  formal  arrangement
between the Owner and a Person to be designated an  Additional  Affiliate  under
the terms of this Contract,  which arrangement will include,  but not be limited
to, agreements on marketing,  backhaul, common billing, resale agreements and/or
revenue sharing.

             "Affiliates" means the collective reference to the Initial Affil-
iates and the Additional Affiliates.

             "Annual Release Maintenance Fees" means those recurring annual fees
of the Vendor,  usually  invoiced  annually in January,  the Owner's  payment of
which  entitles the Owner to receive all Combined  Software  Releases,  Software
Enhancements, and Software Upgrades applicable to PCS Products (but not Optional
Software Features) which will be made available to the Owner when made generally
available  to the Vendor's  Customers  during the period for which the fees were
paid. All Annual Release  Maintenance  Fees will be as in the Vendor's  Customer
Price Guides  (subject to Section 26) except as otherwise  set forth on Schedule
3. The Annual  Release  Maintenance  Fees  applicable  to the Owner will for the
period from the Effective Date until the Final Acceptance of the last PCS System
within the Initial  System always cover at least those PCS Products  included in
the Initial System.

             "ANSI" means the American National Standards Institute.

             "APC" means American PCS, L.P., a Delaware limited partnership.

             "Applicable  Laws"  means,  as to any Person,  the  certificate  of
incorporation and by-laws or other organizational or governing documents of such
Person,  all United States or foreign laws  (including,  but not limited to, any
Environmental Laws),  treaties,  ordinances,  judgments,  decrees,  injunctions,
writs,  orders and stipulations of any court,  arbitrator or governmental agency
or  authority  and  statutes,  rules,  regulations,  orders and  interpretations
thereof  of  any  federal,  state,  provincial,   county,  municipal,  regional,
environmental or other Governmental Entity, instrumentality,  agency, authority,
court or other body (i)  applicable to or binding upon such Person or any of its
property  or to which  such  Person or any of its  property  is  subject or (ii)
having jurisdiction over a or any part of any PCS System, the System or the Work
to be performed pursuant to the terms of this Contract.

             "Applicable Permits" means any waiver, exemption, zoning, building,
variance, franchise, permit,  authorization,  approval, license or similar order
of or from any United  States,  foreign,  federal,  state,  provincial,  county,
municipal, regional,  environmental or other governmental body, instrumentality,
agency, authority,  court or other body having jurisdiction over all or any part
of any PCS System,  the System or the Work to be performed pursuant to the terms
of this Contract.

             "Application  Software ("AS")" or "AS Software," means the Software
used for operations and  maintenance  support as part of the Vendor  provided AS
Products and Services described in Appendix G.

             "AS  Acceptance  Date"  means  the date or  dates  on which  the AS
Products  successfully  complete the AS  Functional  Acceptance  Tests or the AS
Final Acceptance Tests, as the case may be.

             "AS Acceptance  Test(s)"  means the collective  reference to the AS
Functional Acceptance Tests and the AS Final Acceptance Tests.

             "AS Acceptance Test Period" means the applicable  period of time in
days that the Vendor  has to test and the Owner has to accept or reject  certain
AS Products as specified in the AS Statement of Work.

             "AS  Completion  Dates" means the dates and milestones set forth in
Appendix G that are  required  to be met by the Vendor  for the  successful  and
timely  completion  of the AS  Statement  of  Work  in  accordance  with  the AS
Statement of Work.

             "AS  Equipment"  means  certain third party  manufactured  or other
Equipment provided to the Owner by the Vendor as necessary for the operation and
integration of the AS Software and the AS Services pursuant to and in accordance
with the AS Statement of Work.

             "AS Final  Acceptance" means the Owner's final acceptance of the AS
Products and  installation  thereof,  pursuant to and in accordance  with the AS
Final Acceptance Tests;  provided that in no event can AS Final Acceptance occur
with respect to AS Software  and/or AS Services  prior to thirty (30) days after
the completion of AS Functional Acceptance Testing.

             "AS Final Acceptance Tests" and "AS Final Acceptance Testing" means
the AS Product final acceptance tests set forth in Appendix K.

             "AS Functional  Acceptance" means the Owner's initial acceptance of
AS Products  and  Services,  and,  to the extent  applicable,  the  installation
thereof, pursuant to and in accordance with the AS Functional Acceptance Tests.

             "AS  Functional  Acceptance  Test"  and "AS  Functional  Acceptance
Testing"  means  the  initial  functional  tests  performed  pursuant  to and in
accordance with Appendix K.

             "AS/OAM&P  Statement  of Work" or "AS  Statement of Work" means the
scope of work to be  performed  by the  Vendor in  accordance  with the terms of
Appendix G.

             "AS Operating Manuals" has the meaning ascribed thereto in subsec-
tion 2.20.1.

             "AS Price"  means the  aggregate  price set forth in Appendix I for
all of the AS Products  and AS Services to be provided  under the  Contract  and
described in the AS Statement of Work.

             "AS Product Warranty Period" has the meaning ascribed thereto in 
subsection 17.1.1.

             "AS Products" means the collective reference to AS Software and AS 
Equipment.

             "AS  Services"  means  those  OAM&P  Services  (including,  but not
limited  to,  Optional  AS  Services)  provided  by the  Vendor  as  part of the
provision,  installation  and  continuing  operation and  maintenance  of the AS
Products pursuant to and in accordance with the AS Statement of Work.

             "AS/T&M" means the AS Services time and material  pricing set forth
in Appendix I describing  the quantity of hours  involved and material  expenses
related  to a  specific  AS  Statement  of  Work  requirement  which  is done in
accordance  with and pursuant to the AS Statement of Work;  provided that AS/T&M
charges  will only be charged  (to the extent  applicable)  by the Vendor for AS
Services  (other than Optional AS Services  requested by the Owner in accordance
with  Appendix  G)  requested  by the Owner  for  performance  by the  Vendor of
applicable AS Services at any time after July 15, 1999.

             "Backwards  Compatibility" or "Backwards Compatible" means that any
referenced prior Software Revision Level or Levels of the applicable Software or
any  referenced  prior  Equipment  Revision  Level or Levels  of the  applicable
Equipment, as the case may be, remain fully functional in accordance with and up
to the performance  levels to which it was performing  immediately  prior to any
such  enhancement  and/or  revision  after the  integration  with the succeeding
Software  Revision Level or Equipment  Revision  Level,  as the case may be, and
that after such  integration  such prior  Software  Revision  Level or Equipment
Revision Level loses no  functionality  and such  succeeding  Software  Revision
Level or Equipment Revision Level interoperates with all such functionalities of
such prior Software Revision Level or Equipment Revision Level.

             "Base Station  ("BTS")" means the radio  subsystem that handles the
Owner's PCS radio traffic in a designated  cell.  The Base Station  includes all
amplification,  modulation,  synchronization  and other  circuitry  required  to
process a radio  signal.  The inputs to a Base  Station  are a landline or radio
signal (e.g., T1) and the radio signal that is fed into antenna lines.

             "best   efforts"   means  a   Party's   best   efforts   under  the
circumstances,  provided that the use of best efforts will not require the Party
to breach any outstanding contract or to violate any Applicable Law.

             "Bolt-down"  means for the  purposes  of each PCS  Product all work
that needs to be done by the Vendor in order to  permanently  and securely place
such PCS Product in its appropriate  location within the relevant System Element
Location,  provided that Bolt-down will not necessarily constitute  installation
of any such PCS Product.

             "Build Notice" has the meaning ascribed thereto in subsection 
2.7(a).

             "Building Ready Date" has the meaning ascribed thereto in subsec-
tion 2.5.

             "Business  Day" means any day of the year  other  than a  Saturday,
Sunday or a United States national holiday.

             "Cable  Microcell   Integrator  ("CMI")"  means  a  form  of  cable
microcell integrator that provides for transportation of wireless  communication
signals over a cable TV distribution  plant.  The CMI takes certain signals from
the cable TV  distribution  plant (the "cable PCS band or bands")  and  suitably
heterodynes,  filters and amplifies these signals such that they can be radiated
by a CMI  antenna  or  antennas  in the  designated  PCS  band  to PCS  wireless
handsets. The CMI takes signals received from the PCS wireless handsets from one
or more CMI receiving antennas and suitably  heterodynes,  filters and amplifies
these signals for transportation by the cable TV distribution plant to a Headend
Interface  Converter ("HIC") or Distributive Cable Access Provider ("DCAP") at a
PCS Base Station.  Additionally,  the CMI unit responds to control signaling and
provides  status  signals.  The CMI is  normally  collocated  with the  cable TV
distribution plant and takes power from the cable plant.

             "Cable Partner" has the meaning ascribed thereto in subsection 
27.23.

             "CDMA" means code division multiple access as specified in 
ANSI-J-STD-008.

             "Change Orders" has the meaning ascribed thereto in subsection 7.2.

             "Channels" means the voice channeling units contained in each cell 
site.

             "Civil  Work"  means  the  labor  and  materials  necessary  in the
performance  of  demolition,  construction  and  renovation  work (e.g.,  roads,
grading, fencing and structural improvements, including, but not limited to, any
buildings,  towers and antennas) in order to construct a System Element Facility
in accordance with Exhibit E.

             "Completion Cure Period" has the meaning ascribed thereto in sub-
section 15.3(a).

             "Computer Program" means any Source Code or object-code instruction
or group of such instructions for controlling the operation of a CPU.

             "Configuration  Engineering"  means  the  engineering  required  to
establish System Element configuration including, without limitation,  preparing
component,  inventory  (including T1 quantities and  configurations)  and layout
drawings,  Equipment labels, cable tray layout drawings, and "as-built" drawings
and  Documentation.  Configuration  Engineering also includes the design,  power
distribution and supply for each of the System Elements.

             "Continental" means Continental Cablevision, Inc.

             "Contract"  has  the  meaning  ascribed  thereto  in the  prefatory
paragraph to this Amended and Restated  Contract hereof.  "Contract" will in all
instances include all Exhibits,  Schedules,  Appendices and  Specifications  and
will,  unless  specifically  stated  otherwise,  always be deemed to include all
amendments,  modifications  and  supplements to the Contract or any part thereof
(including any Exhibits,  Schedules,  Appendices or the Specifications) pursuant
to the terms of this Contract.

             "Contract Cover Damages" has the meaning ascribed thereto in sub-
section 15.4.

             "Contract Price" has the meaning ascribed thereto in subsection 
6.1.

             "CPU" means a central processing unit.

             "Custom Material" has the meaning ascribed thereto in subsection 
11.9.1.

             "Customer"  means any PCS customer of the Vendor doing  business in
North America or any PCS customer  doing business in North America of any of the
Vendor's affiliates or subsidiaries.

             "Customer  Price  Guide"  means  the  Vendor's  published  "Network
Wireless  Systems Price Reference  Guide" or other price  notification  releases
furnished  for the  purpose  of  communicating  the  Vendor's  list  pricing  or
pricing-related  items  applicable  to PCS  Products to  Customers  intending to
operate  PCS  systems  in the  United  States,  provided  that the term does not
necessarily include firm price quotes.

             "Customer Service Request ("CSR")" has the meaning ascribed thereto
 in subsection 2.26.2.

             "Defects   and   Deficiencies,"   "Defects  or   Deficiencies"   or
"Defective" means any one or a combination of the following items or other items
of a substantially similar nature:

             (a) when used with respect to the  performance  of labor or service
items of Work (including any work by any Subcontractor), such items that are not
provided in a  workmanlike  manner and in accordance  with the standards  and/or
Specifications set forth herein;

             (b) when used with respect to structures,  materials, Equipment and
Software  items of Work  (including any Work by any  Subcontractor),  such items
that are not (i) new and of good quality and free from improper  workmanship and
defects in accordance with the standards and/or  Specifications set forth herein
or established  hereunder and standards of good  procurement,  manufacturing and
construction  standards,  or (ii) free from  errors and  omissions  in design or
engineering services in light of such standards; or

             (c) in general,  (i) Work (including any Work by any Subcontractor)
that  does  not  conform  to the  Specifications  and/or  requirements  of  this
Contract,  or (ii) any  design,  engineering,  start-up  activities,  materials,
Equipment, Software, tools, supplies, Installation or Training that (1) does not
conform to the standards and/or  Specifications  set forth herein or established
hereunder,  (2) has improper or inferior  workmanship,  (3) would materially and
adversely  affect the ability of the System and/or any PCS System and/or any PCS
Sub-System  and/or any material  part thereof to meet the  performance  criteria
specified  in  Exhibit  F on a  consistent  and  reliable  basis  or  (4)  would
materially and adversely  affect the  continuous  operation of the System and/or
any PCS  System  and/or  any PCS  Sub-System  or any  material  part  thereof in
accordance  with  the  standards  and/or  Specifications  set  forth  herein  or
established  hereunder.  Defects and  Deficiencies  will be deemed to exist when
actually  discovered  or when they should have been  apparent to a Person in the
Vendor's position after reasonable inspection and testing.

             "Designated  Processor" has the meaning of the AS Product for which
the "RTU" License specified in subsection 11.1 is granted.

             "Discontinued Products" has the meaning ascribed thereto in sub-
section 10.1.

             "Documentation"  means the  documentation for the System and/or any
PCS System and/or PCS Sub-System and/or any material part thereof.

             "Effective Date" has the meaning ascribed thereto in the prefatory 
paragraph to this Contract.

             "E1 Emergency Condition ("E1")" has the meaning ascribed thereto in
subsection 2.26.3(b).

             "E2 Emergency Condition ("E2")" has the meaning ascribed thereto in
subsection 2.26.3(b).

             "Emergency  Technical  Assistance  ("ETA")"  means the provision of
emergency  technical  assistance to the Owner for the purpose of diagnosing  and
resolving a problem  which  adversely  affects the System  and/or any PCS System
and/or any PCS Sub-System and/or any material part thereof, its operation and/or
its service pursuant to and in connection with subsection 2.26.3.

             "Engineer"  means the engineer or engineers  appointed from time to
time by the Owner to do certain work and/or inspections and reviews on behalf of
the Owner and/or provide  advice or information to the Owner in connection  with
the  System  and/or any PCS System  and/or  any PCS  Sub-System  and/or any part
thereof.

             "Engineering"  means all of the engineering  required to be done by
the  Vendor  to  complete  the  System  in  accordance  with the  Specifications
including,  but not limited to, RF  Engineering,  Configuration  Engineering and
Facilities  Engineering done in accordance with the  Specifications and the CDMA
standards.

             "Environmental  Laws" means any and all United  States and foreign,
federal, state, local or municipal laws, rules, orders,  regulations,  statutes,
ordinances,   codes,  decrees,  requirements  of  any  Governmental  Entity,  or
requirements of law (including,  without limitation, common law) relating in any
manner  to  contamination,  pollution,  or  protection  of human  health  or the
environment, as now or may at any time hereafter be in effect.

             "Equipment"  means  all  equipment,  hardware  and  other  items of
personal  property  which are  required  to be  furnished  by the  Vendor or any
Subcontractor  pursuant to and in  accordance  with the terms and  conditions of
this Contract and in connection with the System and/or any PCS System and/or any
PCS  Sub-System  and/or any part thereof in accordance  with the  Specifications
including, without limitation,  additional equipment required as a result of the
expansion  or  additional  coverage  required  pursuant  to  subsection  2.2, or
otherwise  pursuant to the terms of this Contract,  and the equipment  listed on
Exhibit D or on Schedule 7 (parts A and B).

             "Equipment Combined Release" has the meaning ascribed thereto in 
subsection 13.1(a).

             "Equipment  Enhancements"  means modifications or improvements made
to the PCS Equipment  which improve  performance  or capacity of such  Equipment
(sometimes referred to by the Vendor as its "Class B" changes).

             "Equipment  Revision  Level"  means each  version of an Item of PCS
Equipment  that  reflects  any  modification  or  change  from  the  immediately
preceding version of such Item of Equipment.

             "Equipment Upgrade" means a change or modification in any delivered
PCS Equipment which fixes or otherwise corrects faults,  design  shortcomings or
shortcomings  in meeting the  Specifications,  required to correct  defects of a
type that result in inoperative conditions, unsatisfactory operating conditions,
or which is recommended to enhance safety  (sometimes  referred to by the Vendor
as its "Class A" changes).

             "Escrow Agreement" has the meaning ascribed thereto in subsection 
11.7.

             "ETA" means Emergency Technical Assistance.

             "Exchange Act" has the meaning ascribed thereto in subsection 
27.22.

             "Exhibits"  means all of the  schedules,  exhibits,  appendices  or
other attachments hereto and made a part of this Contract as any such schedules,
exhibits,   appendices  and/or  attachments  may  be  amended,  supplemented  or
otherwise  modified  from  time to time in  accordance  with  the  terms of this
Contract.

             "Existing Contract" has the meaning ascribed thereto in the reci-
tals hereof.

             "Expansions"  means any additional  Products or Services  resulting
from a modification by the Owner to the Specifications, the performance criteria
set  forth in  Exhibit  F or the  Project  Milestones  set  forth on  Exhibit  A
resulting  in a change  to the  System  and/or  any PCS  System  and/or  any PCS
Sub-System and/or any material part thereof,  including, but not limited to, the
extension  or  expansion  of the System  and/or  any PCS  System  and/or any PCS
Sub-System  (i) into  geographic  areas  outside of the  System  Areas or System
Sub-Areas,  as the case may be,  covered by the  applicable  PCS  Systems or PCS
Sub-Systems,  as the case may be,  identified in Schedule 4, or (ii) to increase
capacity  and/or  performance of the System and/or any PCS System and/or any PCS
Sub-System  beyond the  performance  criteria and/or  Specifications  originally
contemplated  herein.  Expansions  will not include any  additional  Products or
Services required to meet the  Specifications  applicable to the Initial System.
For the purposes of this definition,  "Expansions" will specifically not include
the  extension  of a PCS  Sub-System  into a  geographic  area  covered or to be
covered by a PCS System of which such PCS Sub-System is a part.

             "Extraordinary   Transportation"   means   the   Vendor's   or  its
Subcontractors'  transport of Products  and/or other  materials  pursuant to the
terms of this Contract where the  circumstances  of such  transport  require the
Vendor to use any one or a combination of the following  extraordinary  means of
transport  and/or  extraordinary  methods  of  achieving  access to the  Owner's
facilities:  (i) four-wheel  drive vehicle (other than those  typically used for
the delivery of Products),  (ii)  helicopter,  (iii) boat,  (iv)  airplane,  (v)
bulldozer, (vi) clear physical obstructions requiring the building of a new road
by the Vendor or its Subcontractors, or (vii) a construction crane.

             "Facilities  Engineering" means the engineering  required to design
each System  Element  Facility  including,  without  limitation,  System Element
Locations and System Element layout,  drawings and relevant  Specifications  for
the construction of the buildings,  towers,  generators,  cable and antennae and
all  other  items  required  to make the  System  Element  Facility  functional.
Facilities Engineering does not include Configuration Engineering.

             "Facilities Preparation Services" means all Facilities Engineering,
Civil Work, Site Plan Architectural  Work,  Structural  Architectural  Work, and
Utilities  Work,  all  of  which  must  be  performed  in  accordance  with  the
Specifications. Pursuant to the definition of Civil Work, Facilities Preparation
Services  will  (unless  otherwise  agreed  by the  Owner)  include  all Work to
complete the Civil Work in a given System Element  Location  including,  but not
limited to, the supply,  building and installation of all buildings,  towers and
antennas.  Facility  Preparation  Services  does not include  Site  Acquisition,
Network  Interconnection,  Microwave  Relocation or any of the above  referenced
activities for the  construction of a Switch Site (except as otherwise  provided
in this Contract).

             "Facilities  Preparation  Services Warranty Period" has the meaning
ascribed thereto in subsection 17.2(b).

             "Factory Test Certificate" means a document submitted by the Vendor
to the Owner  and  signed by an  authorized  representative  of the Owner and an
authorized   officer  of  the  Vendor  stating  that  in  accordance   with  the
requirements  of  Exhibit  B3 and this  Contract  the  Vendor  has  successfully
completed  all factory tests on the PCS Products (of the type to be installed as
part of the Initial  System) in accordance  with the  requirements of Exhibit B3
and this Contract.

             "FCC" has the meaning ascribed thereto in the recitals to this Con-
tract.

             "Field  Acceptance" means the Owner's initial acceptance of SCP/HLR
Products and the  installation  thereof,  pursuant to and in accordance with the
Field Acceptance Tests set forth in Appendix E.

             "Field Acceptance  Tests" and "Field Acceptance  Testing" means the
SCP/HLR field acceptance testing as set forth in Appendix E.

             "Final   Acceptance"  means,  as  to  any  PCS  System  and/or  PCS
Sub-System,  the  successful  completion  by the  Vendor  of  all  of the  final
acceptance  tests and  requirements  applicable  to such PCS  System  and/or PCS
Sub-System  set forth in  Exhibit  B3 in  accordance  with the  requirements  of
Exhibit B3 and the terms of this Contract. For the purposes of this Contract for
any PCS System that has been divided into PCS Sub-Systems,  the Final Acceptance
of such PCS System will be deemed to have occurred upon the Final  Acceptance of
the last PCS Sub-System within such PCS System.

             "Final Acceptance Completion  Certificate" means, with respect to a
given PCS System or PCS  Sub-System,  a document  submitted by the Vendor to the
Owner and signed by an authorized  representative of the Owner and an authorized
officer of the Vendor  stating that the Vendor has  successfully  completed  the
Acceptance Tests and requirements applicable to the Final Acceptance of the Work
to be done in  such  PCS  System  or PCS  Sub-System,  as the  case  may be,  in
accordance with the requirements of Exhibit B3.

             "Final RF Engineering Plan" has the meaning ascribed thereto in 
subsection 2.6(c).

             "Final RF Review Period" has the meaning ascribed thereto in sub-
section 2.6(c).

             "Final Site Count" has the meaning ascribed thereto in subsection 
2.6(c).

             "Financing Interim Period" has the meaning ascribed thereto in sub-
section 24.9(a).

             "Firmware"  means a combination  of (i) Equipment and (ii) Software
represented by a pattern of bits contained in such Equipment.

             "Force Majeure" means the following:

                      (a)  Acts  of  God,   epidemic,   earthquake,   landslide,
             lightning,  fire, explosion,  accident,  tornado,  drought,  flood,
             hurricane,  or  extraordinary  weather  conditions more severe than
             those  normally and  typically  experienced  in the  affected  area
             constituted  by each of the  specified  System  Areas in which  the
             Vendor  is  seeking  to  claim  Contract  suspension  due to  Force
             Majeure;

                      (b) Acts of a public enemy,  war (declared or undeclared),
             blockade,  insurrection,  riot  or  civil  disturbance,   sabotage,
             quarantine,  or any exercise of the police power by or on behalf of
             any public entity;

                      (c) (i) The  valid  order,  judgment  or other  act of any
             federal, state or local court,  administrative agency, Governmental
             Entity or authority  issued  after the  Effective  Date;  (ii) with
             respect to the Vendor, the suspension,  termination,  interruption,
             denial  or  failure  of or  delay in  renewal  or  issuance  of any
             Applicable  Permit  required by this Contract to be obtained by the
             Owner;   (iii)  with   respect  to  the  Owner,   the   suspension,
             termination, interruption, denial or failure of or delay in renewal
             or issuance of any Applicable  Permit  required by this Contract to
             be  obtained  by the  Vendor;  or (iv) a change in  Applicable  Law
             (including the adoption of a new Applicable Law);  provided that no
             such  order,  judgment,  act,  event or change is the result of the
             action or  inaction  of, or breach of this  Contract  by, the Party
             relying thereon;

                      (d)  Strikes,  boycotts or  lockouts,  except for any such
             strike, boycott or lockout involving the employees of the Vendor or
             the  permanent  employees  (not  hired on a  contract  basis)  of a
             Subcontractor  (for the period  from the  Effective  Date until the
             Final  Acceptance of the last PCS System within the Initial  System
             but in no event to exceed three (3) years from the Effective Date);

                      (e)  A partial or entire delay or failure of utilities; or
transportation embargoes; or

                      (f) The presence of (i) any  Hazardous  Waste on or at any
             System Element Location which  materially  interferes with the Work
             to be done thereon or otherwise  materially endangers the safety of
             any  personnel at such  location;  (ii) any unknown  historical  or
             archeological  sites which are not shown or indicated in the survey
             of any System  Element  Locations and of which the Vendor could not
             have  reasonably  been expected to be aware; or (iii) any mining or
             water recovery activities (other than such activities by the Vendor
             or its  Subcontractors)  at or under any  System  Element  Location
             after the Effective Date.

             Events of Force Majeure include the failure of a  Subcontractor  to
furnish  labor,  services,  materials,  or  equipment  in  accordance  with  its
contractual obligations, only if such failure is itself due to an event of Force
Majeure. A Force Majeure does not include any delay in performance to the extent
due to the  failure of the Vendor or any  Subcontractor  to provide an  adequate
number of engineers or other  workmen or to  manufacture  or procure an adequate
amount of Equipment, Software and/or Services.

             "Governmental  Entity" means any nation or  government,  any state,
province  or other  political  subdivision  thereof  and any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to government.

             "Guaranteed Substantial Completion Date" means the date which is 
defined in Exhibit A1 as "Milestone 8."

             "Hazardous  Waste" means any and all hazardous or toxic substances,
wastes,  materials or chemicals,  petroleum (including crude oil or any fraction
thereof) and petroleum  products,  asbestos and  asbestos-containing  materials,
pollutants,  contaminants,  polychlorinated  biphenyls  and any  and  all  other
materials,  substances,  regulated  pursuant to any  Environmental  Laws or that
could result in the imposition of liability under any Environmental Laws.

             "HCUs" means the High Density  Channel Card Units which carry eight
(8) voice Channels per card.

             "Headend  Interface  Converter  ("HIC")"  means a form of CMI  that
provides for  transportation of wireless  communication  signals over a cable TV
distribution  plant. The HIC takes signals from the PCS Base Station transmitter
and suitably heterodynes,  filters and amplifies these signals for processing by
the PCS Base Station  receiver.  Additionally,  the HIC provides  reference  and
control signals to the CMI units and receives and processes  status signals from
the CMI unit.

             "HLR Completion  Dates" means the dates and milestones set forth in
Appendix E that are  required  to be met by the Vendor  for the  successful  and
timely completion of the HLR Statement of Work.

             "HLR  Designated  Switch  Sites"  means the Switch Sites within the
Nationwide  Network  in which the Owner  requires  the  installation  of AM/HLRs
within the Denver and Kansas City System Areas and the Philadelphia  System Area
(as defined in the PhillieCo  Contract) and the  installation of SCP/HLRs within
the San Francisco, New York, Dallas, Denver and Kansas City System Areas and the
Philadelphia System Area (as defined in the PhillieCo Contract).

             "HLR  Final  Acceptance"  means the  Owner's  final  acceptance  of
SCP/HLR  Products and the  installation  thereof,  pursuant to and in accordance
with the HLR Final  Acceptance  Tests;  provided  that in no event can HLR Final
Acceptance  occur with respect to any SCP/HLR  Product prior to thirty (30) days
after the completion of Field Acceptance Testing for such SCP/HLR Product(s).

             "HLR Final  Acceptance  Tests" and "HLR Final  Acceptance  Testing"
means the SCP/HLR final acceptance tests set forth in Appendix E.

             "HLR  Statement of Work" means the statement of work  applicable to
the AM/HLRs and the SCP/HLRs set forth in Appendix E.

             "In Revenue Service" or "In Revenue" means the commercial operation
of any PCS System  and/or PCS  Sub-System,  or a portion  thereof,  exclusive of
operation for purposes of conducting  Acceptance Tests; provided that In Revenue
Service or In Revenue will not by itself  constitute  acceptance  in  accordance
with the terms of this Contract of any such PCS System and/or PCS  Sub-System or
any portion thereof.

             "Indemnitees" has the meaning ascribed thereto in subsection 
20.1(a).

             "Independent Auditor" means any of the Persons set forth on 
Schedule 15.

             "Initial Affiliate Agreement" has the meaning ascribed thereto in 
subsection 3.2.

             "Initial  Affiliates" means the collective reference to each of the
Persons set forth on Schedule 5.

             "Initial Commitment" has the meaning ascribed thereto in subsection
 7.1.

             "Initial  PCS  System"  means  the  Fresno  PCS  Sub-System  or  as
otherwise mutually agreed between the Parties.

             "Initial PCS System  Certificate" means a document submitted by the
Vendor to the Owner and signed by an authorized  representative of the Owner and
an  authorized  officer of the Vendor  stating that the Vendor has  successfully
completed  the  Acceptance  Tests  applicable  to  the  Initial  PCS  System  in
accordance with the requirements of Exhibit B3.

             "Initial  System" means the build-out of that portion of the System
Areas and System  Sub-Areas shown on Schedule 4 prior to any Expansions or Owner
requests for  additional  coverage  for such System  Areas and System  Sub-Areas
pursuant to the terms of this Contract.

             "Initial Term" has the meaning ascribed thereto in subsection 5.1.

             "Inspector"  means a qualified  Person  designated as an authorized
representative  of the Owner  assigned to make all necessary  inspections of the
Work, or of the labor,  materials and equipment  furnished or being furnished by
the Vendor or any of its  Subcontractors at the System Element Locations and the
other  sites  where the Vendor or any  Subcontractor  is  prosecuting  the Work,
subject to appropriate safety, security and confidentiality requirements.

             "Installation" or "Installed" means the performance and supervision
by the Vendor of all  installation  of Products within the System and/or any PCS
System and/or any PCS Sub-System.

             "Intellectual Property Rights" has the meaning ascribed thereto in 
subsection 14.2(a).

             "Interim Delay Penalty" has the meaning ascribed thereto in subsec-
tion 15.2.

             "Interim Milestone" has the meaning ascribed thereto in subsection 
15.2.

             "Interoperability"  means (i) the ability of the System  and/or any
PCS  System  and/or  any PCS  Sub-System  and/or any  material  part  thereof to
interconnect and  successfully  operate with the equipment and software of other
systems  and/or PCS systems  and/or PCS  sub-systems  and/or any  material  part
thereof of the Vendor (including, for purposes of this definition, the PhillieCo
System)  and/or the Other Vendors  and/or other  suppliers  whose  equipment and
software  also  meet  the  relevant  ANSI  standards  and  other  Specifications
identified  in Exhibit D and (ii) the ability of each of the Products to operate
with one another and to operate with and within the System,  including,  but not
limited to, the ability of the handsets (to be delivered  pursuant to subsection
2.3) to operate  with and within the System  (including,  for  purposes  of this
definition,  the PhillieCo System),  all in accordance with the  Specifications.
Since  certain  sections of the ANSI  standards  are  currently  undefined,  and
certain  sections are left available for  independent  development by suppliers,
the  potential  for  such  interoperability  or  incompatibility  with  properly
designed systems exists, and must be resolved by the Vendor or any Subcontractor
providing PCS Systems or PCS  Sub-Systems  to the Vendor in accordance  with the
terms hereof.

             "Item"  means any item at any time  listed  in any of the  Vendor's
price lists and it  specifically  includes,  without  limitation,  all  Software
Upgrades, Software Enhancements,  Equipment Upgrades, Equipment Enhancements and
modifications,  enhancements, updates or other revisions of any kind in any such
item,  spare  parts  with  respect  to  any  of  the  foregoing  and  any  other
PCS/CDMA-related item.

             "Late Completion Payment Cap" has the meaning ascribed thereto in 
subsection 15.3.

             "Late Completion Payments" has the meaning ascribed thereto in sub-
section 15.3.

             "Liabilities" has the meaning ascribed thereto in subsection 
20.1(a).

             "Liquidated Damages" has the meaning ascribed thereto in subsection
15.1.

             "Lucent/Nortel  License  Agreement"  means  the  Interface  License
Agreement  between  the  Vendor and Nortel  dated as of June 14,  1996  attached
hereto as Appendix D1.

             "Lucent/Nortel  License  Agreement-OAM&P" means the OAM&P Interface
License  Agreement  between  the  Vendor and  Nortel  dated as of July 24,  1996
attached hereto as Appendix D2.

             "M5 Forecast" has the meaning ascribed thereto in subsection
2.7(a).

             "Maintenance and Instruction Manuals" means the manuals prepared by
the Vendor and  delivered to the Owner  pursuant to subsection  2.21  containing
detailed  procedures  and  specifications  for the  ongoing  maintenance  of the
System.

             "Major Portion" of the Work means a segregated  portion of the Work
with a cost to the Owner of $10,000,000 or more.

             "MFC Certificate" has the meaning ascribed thereto in subsection 
26.1(b).

             "Microwave Delay Period" has the meaning ascribed thereto in sub-
section 2.38(a).

             "Microwave   Relocation"  means  the  process  by  which  incumbent
point-to-point  microwave  users of the 1850 - 1990 Mhz  frequency  spectrum are
moved to other  frequencies  or alternate  transmission  facilities  in order to
clear the licensed PCS spectrum for broadband wireless service.

             "Microwave Relocation  Completion" means, with respect to any given
PCS System or PCS  Sub-System,  the point at which the Owner will have  finished
sufficient  Microwave  Relocation in such PCS System or PCS Sub-System to permit
the  commercially  viable  and  marketable  operation  of such PCS System or PCS
Sub-System in accordance with the terms of this Contract.

             "Minimum Commitment" means sixty percent (60%) of the Initial 
Commitment.

             "Nationwide   Network"  means  all  of  the  PCS  Systems  and  PCS
Sub-Systems  built or to be owned and/or operated by the Owner or its Affiliates
in North America.

             "NDAB"  means  the  New  Development   Advisory  Board  established
pursuant to the terms of this  Contract  including  subsections  2.11,  2.32 and
2.33.

             "Network Interconnection" means the transmission links between Base
Stations  and MSCs,  between an MSC and another  MSC, and between MSCs and PSTNs
but does not include  connections  between  demarcation  points of  transmission
links and System  Elements for which the Vendor will be responsible  pursuant to
the terms of this Contract,  including its  obligations to install and test upon
the Owner's completion of such transmission links.
Typically T1 transmission links are used for connectivity.

             "NewTelCo" means NewTelCo. L.P., a Delaware limited partnership.

             "Non-Essential  Equipment"  means  a  Product,  other  than  a  PCS
Product, obtained from a third party supplier and furnished to the Owner as part
of  Facilities  Preparation  Services  in  accordance  with  the  terms  of this
Contract,  which Product will be furnished with an assignable  warranty from the
such third party supplier of a length and scope determined by the Parties in the
development of the  Specifications in accordance with the terms of Exhibit E for
the Product pursuant to the terms of this Contract,  including,  but not limited
to:

                      Antennas
                      Transmission towers
                      Monopoles
                      Prefabricated   equipment   shelters  Power   transformers
                      Batteries Rectifiers Uninterrupted power sources.

Non-Essential   Equipment  does  not  include  normal   construction   materials
(including,  but not limited to pipes, conduits,  concrete, fences, lighting and
paving materials) used by the Vendor or its Subcontractors in the performance of
its Facilities Preparation Services.

             "Nortel" means Northern Telecom Inc., a Delaware corporation.

             "Nortel  Contract"  means that  certain  Procurement  and  Services
Contract between the Owner and Nortel dated as of January 31, 1996.

             "North America" means the United States, Canada (including the 
Province of Quebec) and Mexico.

             "Notice to Proceed"  means a written  notice  given by the Owner to
the Vendor in the form attached  hereto as Schedule 9 and in compliance with the
provisions of this  Contract,  fixing the date on which the Vendor will have the
full  right,  in  accordance  with  the  terms  of this  Contract,  and the full
obligation,  subject to the terms of this  Contract,  to commence the Work to be
performed under this Contract.

             "Notice  to  Proceed  Date"  means the date on which any  Notice to
Proceed is issued by the Owner in accordance with the terms of this Contract.

             "OAM&P" means operations administration maintenance and provision-
ing as described in Appendix G.

             "OCC" has the meaning ascribed thereto in subsection 2.26.2.

             "OM&P" has the meaning ascribed thereto in subsection 2.23(a).

             "Operating  Manuals" means the manuals to be prepared by the Vendor
and  delivered  to the  Owner  pursuant  to  subsections  2.20,  2.22  and  2.23
containing  detailed  procedures  and  specifications  for the  operation of the
System and/or any part thereof.

             "Operative" has the meaning ascribed thereto in subsection 27.26.

             "Optional  AS  Services"  means  those AS  services  classified  as
optional,  as set forth in Appendix G, which are only provided to the Owner upon
the request of the Owner.

             "Optional  Software  Features"  means  Software  features  for  PCS
Products available to Customers on an optional, separate fee, basis. The initial
fees for such  Optional  Software  Features are not  included in Annual  Release
Maintenance Fees.

             "OTAF" means the collective reference to SPARC/OTAF and SCP/OTAF.

             "OTAF  Acceptance Test Period" means the applicable  period of time
in days that the  Vendor  has to test and the Owner has to accept  certain  OTAF
Products and Services (in each case as applicable  to the SCP/OTAF  Products and
Services  and the  SPARC/OTAF  Products  and  Services) as specified in the OTAF
Statement of Work.

             "OTAF Completion Dates" means the dates and milestones as set forth
in Appendix M that are required to be met by the Vendor for the  successful  and
timely  completion of the OTAF  Statement of Work (in each case as applicable to
the SCP/OTAF Products and Services and the SPARC/OTAF Products and Services).

             "OTAF Equipment" means the collective reference to the SCP/OTAF
Equipment and the SPARC/OTAF Equipment.

             "OTAF Field  Acceptance"  means the Owner's  initial  acceptance of
OTAF Products and Services (in each case as applicable to the SCP/OTAF  Products
and Services and the  SPARC/OTAF  Products and  Services)  and the  installation
thereof,  pursuant to and in accordance with the OTAF Field Acceptance Tests (in
each case as applicable to the SCP/OTAF Products and Services and the SPARC/OTAF
Products and Services) set forth in Appendix P.

             "OTAF Field Acceptance  Test" and "OTAF Field  Acceptance  Testing"
means the initial  field tests  performed  pursuant  to and in  accordance  with
Appendix P during the OTAF Acceptance Test Period to determine  whether the OTAF
Products and Services meet the requirements and  specifications set forth in the
OTAF Statement of Work (in each case as applicable to the SCP/OTAF  Products and
Services and the SPARC/OTAF Products and Services).

             "OTAF Final  Acceptance"  means the Owner's final acceptance of the
relevant  OTAF Products and Services (in each case as applicable to the SCP/OTAF
Products and Services and the SPARC/OTAF Products and Services) and installation
thereof,  pursuant to and in accordance with the OTAF Final Acceptance Tests set
forth in Appendix P; provided that in no event can OTAF Final  Acceptance  occur
with respect to any OTAF  Products and Services  prior to thirty (30) days after
the completion of OTAF Final Acceptance Testing applicable thereto.

             "OTAF Final Acceptance  Tests" and "OTAF Final Acceptance  Testing"
means the OTAF Products and Services  final  acceptance  testing as set forth in
Appendix P (in each case as applicable to the SCP/OTAF Products and Services and
the SPARC/OTAF Products and Services).

             "OTAF Maintenance and Instruction Manuals" has the meaning ascribed
 thereto in subsection 2.22.

             "OTAF Operating Manuals" has the meaning ascribed thereto in sub-
section 2.20.2.

             "OTAF Price" means the aggregate  price set forth in Appendix O for
all of the SCP/OTAF  Products and Services to be provided under the Contract and
described in the OTAF Statement of Work.

             "OTAF Product Warranty Period" has the meaning ascribed thereto in 
subsection 17.1.2.

             "OTAF Products" means the collective reference to SCP/OTAF Products
 and SPARC/OTAF Products.

             "OTAF Services" means those services provided by the Vendor as part
of the provision,  installation and continuing  operation and maintenance of the
SPARC/OTAF  Products and/or the SCP/OTAF Products,  as the case may be, pursuant
to and in accordance with the OTAF Statement of Work.

             "OTAF Software" means the collective reference to the SCP/OTAF 
Software and the SPARC/OTAF Software.

             "OTAF  Statement  of  Work"  means  the  over-the-air  provisioning
functionality  requirements,  specifications  and  milestones  as set  forth  in
Appendix M.

             "Other Vendors" means vendors, other than the Vendor, with whom the
Owner has entered, or may enter in the future, into a contract for the provision
of products and services for the engineering and  construction of any portion of
the Nationwide  Network.  Other Vendors does not include any  Subcontractors  in
connection  with the Work to be performed  under this Contract in their capacity
as Subcontractors.

             "Outage" has the meaning ascribed thereto in subsection 17.4(b).

             "Owner" has the meaning ascribed thereto in the prefatory paragraph
 to this Contract.

             "Owner Loss" means an insured loss incurred by the Owner relating 
to the System.

             "Owner's Succeeding Entity" has the meaning ascribed thereto in 
subsection 27.22.

             "Parties" has the meaning ascribed thereto in the prefatory para-
graph to this Contract.

             "Patent License" has the meaning ascribed thereto in subsection 
14.5.

             "P1 Major Condition ("P1")" has the meaning ascribed thereto in 
subsection 2.26.3(g).

             "P2 Significant Problem ("P2")" has the meaning ascribed thereto in
 subsection 2.26.3(g).

             "P3 Minor Problem ("P3")" has the meaning ascribed thereto in sub-
section 2.26.3(g).

             "Partners" means the collective reference to Sprint Corporation,  a
Delaware corporation,  Sprint Enterprises,  L.P., a Delaware limited partnership
("Sprint"),  TeleCommunications  Inc.,  a Delaware  corporation,  TCI  Telephony
Services, Inc., a Colorado corporation ("TCI"), Comcast Corporation,  a Delaware
corporation,   Comcast  Telephony  Services,   a  Delaware  general  partnership
("Comcast"), Cox Communications,  Inc., a Delaware corporation and Cox Telephony
Partnership, a Delaware general partnership ("Cox").

             "PCS" means personal communication services authorized by the FCC.

             "PCS FCC Licenses" has the meaning ascribed thereto in the recitals
 of this Contract.

             "PCS  Products"  means the Vendor's PCS Equipment and Software,  as
offered from time to time in the Customer  Price  Guide;  provided  that for the
purposes of this Contract, PCS Products will always (subject to subsection 10.1)
include at least (i) the SCP/HLRs,  (ii) the SCP/HLR Products,  (iii) the AM/HLR
(to the  extent  not  already a PCS  Product),  (iv) SMS,  (v) SCE,  (vi) the AS
Products,  (vii) the OTAF Products (viii) the Actiview  Products,  (ix) the TCUs
and/or  the HCUs as the case may be,  and (x) those  other  Items  listed on the
Vendor's  Customer Price Guide as of the Effective Date. As the context requires
and  notwithstanding  the  above,  the term PCS  Products  includes  all  Vendor
manufactured  Products  provided to the Owner in connection with its obligations
pursuant to the terms of this Contract,  but excludes Items furnished  solely as
part of Facilities  Preparation Services not otherwise integral to the operation
or maintenance of the PCS Items set forth on the Customer Price Guide, including
Non-Essential Equipment.

             "PCS Sub-System" means all Products and other equipment,  tools and
software,  all System Elements Sites and any property located thereat  necessary
or desirable to provide PCS in a System Sub-Area.

             "PCS Sub-System Percentage" has the meaning ascribed thereto in 
subsection 17.4(c).

             "PCS Sub-System Specific Outage" has the meaning ascribed thereto 
in subsection 17.4(c).

             "PCS  System"  means all Products  and other  equipment,  tools and
software, all System Element Sites and any property located thereat necessary or
desirable to provide PCS in a given  specified  System Area.  Each PCS System is
and will be inclusive of all PCS Sub-Systems, if any, within such PCS Systems.

             "Permitted Transaction" has the meaning ascribed thereto in sub-
section 27.23.

             "Person" means an  individual,  partnership,  limited  partnership,
corporation,   business  trust,  joint  stock  company,  trust,   unincorporated
association,  joint  venture,  Governmental  Entity or other  entity of whatever
nature.

             "PhillieCo" means PhillieCo L.P., a Delaware limited partnership.

             "PhillieCo  Contract"  means that certain  Procurement and Services
Contract between PhillieCo L.P., a Delaware limited  partnership and the Vendor,
as the same may be amended,  supplemented  or  otherwise  modified  from time to
time.

             "PhillieCo System" means the System, as defined in the PhillieCo 
Contract.

             "Preliminary  RF  Design"  means  an RF  Engineering  design  which
incorporates as many prequalified  System Element Locations  (including existing
structures  and  other  sites  provided  by Site  Acquisition  that  have a high
likelihood of meeting the zoning  requirements) as possible without compromising
the  quality of the System or System  Element  Location  counts,  design  grids,
signal  level plots and  prequalified  site map  overlays for each of the System
Areas and System  Sub-Areas.  The  Preliminary RF Design must also include those
Items  listed on  Schedule 1. The  Preliminary  RF Design must be based upon all
information  reasonably available to the Vendor or provided to the Vendor by the
Owner as of the Effective Date  including,  but not limited to, the  information
set forth in this Contract.

             "Product Contract Price" means, at the time of  determination,  the
Contract Price minus the costs applicable to and actually  invoiced to such date
by the  Owner  pursuant  to and in  accordance  with  Section  6 for  Facilities
Preparation Services and RF Engineering.

             "Product Warranty Period" has the meaning ascribed thereto in sub-
section 17.1(a).

             "Products" means the collective reference to the PCS Products,  the
Equipment and the Software provided by the Vendor or any Subcontractor  pursuant
to and in accordance with the terms of this Contract.

             "Project Milestones" means the collective reference to the mile-
stone dates and intervals set forth in Exhibits A1 and A2.  Each a "Milestone."

             "Proprietary Information" has the meaning ascribed thereto in sub-
section 27.19(a).

             "Punch  List"  means that list  prepared  in  conjunction  with the
Acceptance Tests and included in any Acceptance Certificate,  which contains one
or  more  immaterial   non-service-affecting   items  (specifying  the  cost  of
completing  such  items  either  determined  as of the  date of the  Substantial
Completion  of the relevant PCS System or PCS  Sub-System or within a reasonable
time  thereafter)  which have not been fully  completed  by the Vendor as of the
Substantial  Completion of any PCS System or PCS Sub-System;  provided that such
incomplete  portion  of the Work will not,  during  its  completion,  materially
impair the  normal  daily  operation  of such PCS  System or PCS  Sub-System  in
accordance with the Specifications.

             "Reviewers" has the meaning ascribed thereto in subsection 2.14.

             "RF" means radio frequency.

             "RF  Engineering"  means radio  frequency  engineering  required in
connection  with the  architectural  design of the System  and/or any PCS System
and/or any PCS Sub-System.

             "RFP" has the meaning ascribed thereto in subsection 11.9.1(a).

             "RTM License" has the meaning ascribed thereto in subsection 11.6.

             "RTU License" has the meaning ascribed thereto in subsection 11.1.

             "SCE" means the Service Creation Environment Equipment and Software
as further described in Appendix B.

             "SCP/HLR"  means the  Equipment  and Software that provide the call
processing  logic which comprises the stand-alone HLR service which contains the
PCS subscriber's or group of PCS subscriber's  profile data used to provide call
completion and enhanced services and further described in Appendix B.

             "SCP/HLR   Hardware"  means  the  SCP/HLR  Equipment  and  platform
Software as set forth in Appendix B.

             "SCP/HLR Price" means the aggregate price for all of the SCP/HLRs 
as set forth on Appendix F.

             "SCP/HLR  Products"  means  the  collective  reference  to  SCP/HLR
Hardware, and SCP/HLR Software, SMSs, SCEs and RTUs.

             "SCP/HLR  Services" means those Services  provided by the Vendor to
the Owner  pursuant to and in  accordance  with the HLR  Statement of Work,  the
AM/HLR Specifications and the SCP/HLR Specifications.

             "SCP/HLR  Specifications"  means the SCP/HLR  specifications as set
forth in Appendix B and including,  but not limited to, the  specifications  for
the SCE and the SMS.

             "SCP/HLR  Software"  means  the  SCP/HLR  Software  as  more  fully
described in Appendix B.

             "SCP/OTAF"  means those Service Control Point ("SCP") OTAF Products
and Services provided by the Vendor to the Owner as further detailed in Appendix
M.

             "SCP/OTAF  Software" means the SCP based software for  over-the-air
provisioning  functionality  provided to the Owner by the Vendor pursuant to and
in accordance with the OTAF Statement of Work.

             "SCP/OTAF  Equipment" means the equipment and hardware  provided to
the Owner by the Vendor as necessary for the operation  and  integration  of the
SCP/OTAF  Software and the SCP/OTAF  Services pursuant to and in accordance with
the OTAF Statement of Work.  "Services" means the collective reference to all of
the services to be  conducted by the Vendor as part of the Work  pursuant to the
terms of this Contract including,  but not limited to, Installation,  Facilities
Preparation Services, RF Engineering, System Maintenance Support, System Support
Services and other repair and maintenance services, performed in accordance with
the terms of this Contract  including,  but not limited to, the  Specifications.
Services does not include Site Acquisition, Network Interconnection or Microwave
Relocation.

             "Services Warranty Period" has the meaning ascribed thereto in sub-
section 17.2(b).

             "Site  Acquisition" means the services to be performed by the Owner
and/or its  subcontractors  necessary for identifying  and acquiring  sufficient
rights to the  System  Element  Locations  within  the  System  Areas and System
Sub-Areas  including all requisite zoning  approvals and all building  approvals
required by any  Governmental  Entity;  provided that Site  Acquisition does not
include any of the Site Plan Architectural Work or the Facilities Engineering.

             "Site Acquisition Delay Period" has the meaning ascribed thereto in
subsection 2.41.

             "Site Acquisition  Substantial  Completion"  means, with respect to
any PCS  System  or PCS  Sub-System,  the  point at which  the  Owner  will have
acquired,  by purchase,  lease or  otherwise,  rights to a sufficient  number of
System Element  Locations within the specified System Area or System Sub-Area to
be  covered  by such PCS  System or PCS  Sub-System  such  that the  performance
criteria  specified in Exhibit F applicable to such PCS System or PCS Sub-System
would be substantially  satisfied in the reasonable opinion of the Owner subject
to the reasonable  acceptance of the Vendor. If the Vendor upon receiving notice
from the Owner that Site Acquisition Substantial Completion has been achieved in
any PCS System or PCS  Sub-System  disagrees  with the Owner's  claim,  then the
Vendor will have ten (10) Business Days to detail its disagreement in writing to
the Owner and a Third  Party  Engineer  chosen by the Owner and such Third Party
Engineer  will have ten (10)  Business  Days from the receipt of such writing to
make a  determination  whether  or not the  Owner's  claim  of Site  Acquisition
Substantial  Completion  is  reasonable.  The Third Party  Engineer will have no
discretion  or  authority  to provide  the  Parties  with any answer  other than
whether in its judgment the Owner's claim is reasonable.  Such  determination by
the Third Party Engineer will be final and binding upon the Parties.

             "Site Acquisition  Substantial  Completion Date" means with respect
to any PCS  System  or PCS  Sub-System  the date on which  the  Owner  will have
achieved Site Acquisition Substantial Completion.

             "Site  Plan   Architectural   Work"   means  the   preparation   of
architectural and/or engineering drawings, plans and/or specifications necessary
to obtain zoning permits and/or  approvals,  building  permits and/or  approvals
and/or conditional use permits for any given System Element Facility.

             "SMS" means the service  management  system  equipment and software
described in Appendix B.

             "Software" means (a) all computer software furnished  hereunder for
use  with  any  Equipment  including,  but not  limited  to,  computer  programs
contained on a magnetic or optical storage medium, in a semiconductor device, or
in another  memory  device or system memory  consisting  of (i) hardwired  logic
instructions which manipulate data in central processors,  control  input-output
operations,  and error  diagnostic and recovery  routines,  or (ii)  instruction
sequences  in  machine-readable  code  furnished  hereunder  that  control  call
processing,  peripheral equipment and administration and maintenance  functions,
(b) any Software Enhancements, Software features and Software Upgrades furnished
by the  Vendor  to the  Owner  hereunder,  and (c) any  Documentation  furnished
hereunder for use and maintenance of the Software;  provided that no Source Code
versions of Software are included in the term Software.

             "Software  Combined  Release" means a Software  Upgrade which is at
any time combined with any Software Enhancement.

             "Software Enhancements" means modifications or improvements made to
the Software  relating to PCS Products which improve  performance or capacity of
the Software or which provide additional functions to the Software.

             "Software Licenses" means the collective reference to the RTU Li-
cense and the RTM License.

             "Software  Revision  Level"  means each  version of  Software  that
reflects any amendment,  modification or change from the  immediately  preceding
version.

             "Software  Upgrades" means periodic  updates to the Software issued
by the Vendor to the Owner under Warranty and Software  maintenance  obligations
to correct Defects or Deficiencies in the Software relating to PCS Products.

             "Sony/Qualcomm Agreement" has the meaning ascribed thereto in sub-
section 2.3(a).

             "Source  Code"  means  Software  in  human-readable  form  and  all
documentation,  such as flow charts,  schematics and annotations,  that comprise
the precoding detailed design  specifications (which constitutes the "embodiment
of the intellectual  property" of the Software  (excluding Third Party Software)
as such concept is referenced in Section 365(n) of the United States  Bankruptcy
Code, as amended), which is necessary to enable the Owner to maintain and modify
the Software in accordance with the licenses granted in this Contract.

             "SPARC" means certain Sun System workstation equipment.

             "SPARC/OTAF"  means those SPARC OTAF Products and Services provided
by the Vendor to the Owner as further detailed in Appendix M.

             "SPARC/OTAF Equipment" means the equipment and hardware provided to
the Owner by the Vendor as necessary for the operation  and  integration  of the
SPARC/OTAF Software and the OTAF Services pursuant to and in accordance with the
SPARC/OTAF Statement of Work.

             "SPARC/OTAF   Software"   means  the  SPARC  based   software   for
over-the-air  provisioning  functionality  provided  to the Owner by the  Vendor
pursuant to and in accordance with the OTAF Statement of Work.

             "Specifications"    means   the   collective   reference   to   the
specifications and performance standards of the design,  Facilities  Preparation
Services, Engineering,  Products, Installation and Services contemplated by this
Contract and includes any  Expansions,  amendments,  modifications  and/or other
revisions thereto made in accordance with the terms of this Contract and as more
fully set forth in Exhibits C, D, E and F and in the AM/HLR Specifications,  the
SCP/HLR Specifications, the HLR Statement of Work, the AS Statement of Work, the
OTAF  Statement  of Work  and the  Actiview  Statement  of Work or as  otherwise
determined  hereunder  pursuant  to the terms of the  Contract;  provided  that,
except as  otherwise  provided in or  determined  pursuant to the Contract or as
otherwise mutually agreed between the Parties, the applicable Specifications for
an  Item  will  be the  Vendor's  or  other  manufacturer's  standard  technical
specifications  for such  Item,  as  applicable,  unless  the  Owner  will  have
specifically  not agreed with such Vendor or other  manufacturer  specification;
and provided  further,  that with respect to  Facilities  Preparation  Services,
design,   Engineering,   Products,   Installation   and   Services   for   which
specifications  and  performance  standards  are not provided and listed in such
Exhibits   (such   Exhibits   including,   but  not   limited   to,  the  AM/HLR
Specifications,  SCP/HLR  Specifications,  the HLR  Statement  of  Work,  the AS
Statement of Work,  the OTAF  Statement  of Work and the  Actiview  Statement of
Work), "Specifications" refers to performance, functionality and fitness for the
intended  purpose  in  which  such  design,  Facilities,  Preparation  Services,
Engineering, Products, Installation and Services are employed.

             "Structural  Architectural  Work"  means  the  preparation  of  all
architectural drawings and blueprints relating to the structural  specifications
for a System Element Facility.

             "Subcontractor" means a contractor,  vendor, supplier,  licensor or
other Person,  having a direct or indirect  contract with the Vendor or with any
other  Subcontractor of the Vendor who has been hired specifically to assist the
Vendor in certain  specified areas of its  performance of its obligations  under
this Contract  including,  without  limitation,  performance  of any part of the
Work.

             "Substantial  Completion"  means the point at which the  Vendor has
completed  a  portion  of the Work  other  than  specified  Items  set  forth on
applicable  Punch Lists such that the geographic areas of any System Area and/or
System  Sub-Areas as specified in Schedule 4 all have been covered to the extent
set forth in Schedule 4, in accordance  with the  Specifications  and the System
Standards  and as  verified to the Owner in  accordance  with the  criteria  and
requirements set forth in Exhibit B3.

             "Substantial Completion Certificate" means, with respect to a given
PCS System  and/or PCS  Sub-System,  a document  submitted  by the Vendor to the
Owner and signed by an authorized  representative of the Owner and an authorized
officer of the Vendor  stating that the Vendor has  successfully  completed  the
Acceptance Tests applicable to the Substantial Completion of the Work to be done
in such PCS System and/or PCS Sub-System, as the case may be, in accordance with
the requirements of Exhibit B3.

             "Successor" has the meaning ascribed thereto in subsection 27.22.

             "Switch Site" means the System Element  Location  designated by the
Owner as the site in which it wants the MSC(s) to be  Installed in any given PCS
System.

             "Switch Site Notice" has the meaning ascribed thereto in subsection
2.6(d).

             "Switch Site Notice Date" has the meaning ascribed thereto in sub-
section 2.6(d).

             "Switch Site Ready Date" has the meaning ascribed thereto in sub-
section 2.6(d).

             "System" means all of the PCS Systems and PCS Sub-Systems  built by
the Vendor in the  System  Areas and System  Sub-Areas  allocated  to the Vendor
pursuant to the terms of this Contract and as set forth on Schedule 4.

             "System Areas" has the meaning ascribed thereto in the recitals to 
this Contract.

             "System  Element"  means the  Equipment  and  Software  required to
perform radio,  switching  and/or functions for the System and/or any PCS System
and/or any PCS Sub-System (which may include,  without limitation,  Base Station
("BTS"),  Equipment Identity Register ("EIR"),  Messaging System ("MXE"), Mobile
Switching  Center/Visitor  Location  Register  ("MSC/VLR"),  Mobile Service Node
("MSN"), Signal Transfer Point ("STP"), Home Location Register ("HLR"),  Service
Control Point ("SCP"), Intelligent Peripheral ("IP") and Access Manager ("AM")).

             "System  Element  Facility"  means  the  structures,  improvements,
foundations,  towers, and other facilities necessary to house or hold any System
Element and any related  Equipment to be located at a particular  System Element
Location.

             "System Element Location" means the physical location for a System 
Element.

             "System   Element  Site"  means  the  collective   reference  to  a
particular System Element, together with the related System Element Location and
System Element Facility.

             "System Element  Verification"  means the Vendor's laboratory level
testing on the Products conducted by the Vendor in accordance with Exhibit B3.

             "System  Maintenance  Support" means those Services  offered by the
Vendor for  maintenance  of any of the  Products  and/or  any System  Element or
collection thereof.

             "System  Managers"  means each of the  managers  designated  by the
Owner and the Vendor, respectively, for the purposes of subsection 23.1.

             "System  Standards" means the collective  reference to the industry
standards specified in Exhibits C, D, F, G and H.

             "System Sub-Areas" has the meaning ascribed thereto in the recitals
to this Contract.

             "System  Support  Services"  means  those  services  offered by the
Vendor relating to System design, enhancement and optimization.

             "System Warranty Period" has the meaning ascribed thereto in sub-
section 17.3.

             "TCG" means the collective reference to Teleport Communications
Group, Inc. and TCG Partners.

             "TCUs" means the Two Channel Card Units which  currently  carry two
voice paths in the existing cells.

             "Technical Documentation" means the documentation identified as 
such in the Specifications.

             "Term" has the meaning ascribed thereto in subsection 5.2.

             "Test-bed Laboratory" has the meaning ascribed thereto in subsec-
tion 2.5.

             "Third Party Engineer" means any one of the Persons listed on 
Schedule 14.

             "Third  Party  Software"  means  Software  which  is  independently
developed  by a third  party,  sublicensed  to the Owner under this  Contract or
otherwise provided with the Products in accordance with the Specifications.

             "Training" has the meaning ascribed thereto in subsection 2.23.

             "Trouble Report ("TR")" has the meaning ascribed thereto in sub-
section 2.26.2.

             "United States" means the fifty states of the United States and the
 District of Columbia.

             "Utilities  Work" means the  installation of electric and telephone
utilities at the System Element Locations.

             "Vendor" has the meaning ascribed thereto in the prefatory para-
graph to this Contract.

             "Vendor-Controlled Location" has the meaning ascribed thereto in 
subsection 2.12.

             "Vendor Developments" has the meaning ascribed thereto in subsec-
tion 2.11.1.

             "Vendor Event of Default" has the meaning ascribed thereto in sub-
section 24.2.

             "Vendor Patents" has the meaning ascribed thereto in subsection 
14.5.

             "Vendor procedural error" has the meaning ascribed thereto in sub-
section 17.4(c).

             "Vendor's Succeeding Entity" has the meaning ascribed thereto in 
subsection 27.22.

             "Warranty Damages" has the meaning ascribed thereto in subsection 
17.4(c).

             "Warranty Periods" means the collective reference to the Product 
Warranty Period, the Services Warranty Period and the System Warranty Period.

             "Work" means all phases of this Contract, including, as required by
the terms of this Contract,  engineering and design,  procurement,  manufacture,
construction  and  erection,   installation,   training,   start-up   (including
calibration,  inspection  and  start-up  operation),  testing and  start-up  and
testing  operation  with respect to the System  and/or any PCS System and/or any
PCS  Sub-System  and/or any part  thereof to be  performed  by the Vendor or its
Subcontractors  pursuant  to this  Contract.  As  required  by the terms of this
Contract, Work includes (i) all labor, materials,  equipment,  services, and any
other items to be used by the Vendor or its Subcontractors in the prosecution of
this  Contract,  wherever  the same are being  engineered,  designed,  procured,
manufactured,  delivered,  constructed,  installed,  trained,  erected,  tested,
started up or operated  during  start-up and testing and whether the same are on
or are not on any System  Element  Location  or any other site within the System
and/or any PCS System and/or any PCS Sub-System and (ii) all related items which
would be required of a  contractor  of  projects of  comparable  size and design
which  are  necessary  for the  System  and/or  any PCS  System  and/or  any PCS
Sub-System  and/or  any part  thereof  to (x)  operate  in  accordance  with all
Applicable Laws and Applicable  Permits,  and (y) provide the operating personal
communications  service systems required  pursuant to this Contract.  The Vendor
will be responsible  for providing in accordance with the terms of this Contract
any and all additional  items and services  which are not expressly  included by
the terms of this Contract and which are  reasonably  required for  construction
and start-up of the System and/or any PCS System and/or any PCS Sub-System.

             1.2 Other Definitional Provisions.  (a) When used in this Contract,
unless otherwise  specified herein, all terms defined in this Contract will have
the defined meanings set forth herein.  Terms defined in the Exhibits are deemed
to be terms  defined  herein;  provided  that in the case of any terms  that are
defined  both in this  Contract  (excluding  Exhibits)  and/or an  Exhibit,  the
definitions contained in this Contract will supersede such other definitions for
all purposes of this Contract;  provided further,  that definitions contained in
any Exhibit will control as to such Exhibit.

             (b) The  words  "hereof",  "herein"  and  "hereunder"  and words of
similar  import when used in this Contract refer to this Contract as a whole and
not to any  particular  provision  of this  Contract  and  Section,  subsection,
Schedule and Exhibit references are to this Contract unless otherwise specified.

             (c) The  meanings  given  to terms  defined  in this  Contract  are
equally applicable to both the singular and plural forms of such terms.

             (d)  Notwithstanding  anything to the contrary,  the  provisions of
subsections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9(b),  2.10, 2.25, 2.38, 2.40, 2.41,
6.4, 6.5, 6.7, 6.8, and 7.1 and Section 4 are not  applicable to (i) AS Products
and AS Services and (ii) Actiview Products and Actiview Services.


             SECTION 2  SCOPE OF WORK, RESPONSIBILITIES AND PROJECT

             2.1 Scope of Work. Upon the terms and conditions  herein set forth,
the Vendor will provide all Products and Services to the Owner  required for the
establishment  of the  System  including,  but  not  limited  to,  the  Vendor's
obligation to engineer,  equip, install, build, test and service the PCS Systems
and the PCS  Sub-Systems  in the System Areas and System  Sub-Areas set forth on
Schedule 4 in accordance with the  Specifications  and that otherwise  satisfies
all  conditions  of Final  Acceptance;  provided,  that the  Vendor  will not be
responsible  for Site  Acquisition  (except  to the  extent  certain  Facilities
Preparation  Services,  including Site Plan Architectural Work, are required for
the  successful  completion of Site  Acquisition),  Network  Interconnection  or
Microwave  Relocation.  The Vendor must complete the Work in accordance with the
Project  Milestones set forth in Exhibit A1 and as further specified herein. The
Vendor must furnish all labor,  materials,  tools,  transportation  and supplies
required to complete  the Work in  accordance  with the  Specifications  and the
terms of this  Contract.  For the  purposes of this  Contract,  it is  expressly
understood  and agreed  between the Parties that certain PCS Systems (the System
Areas of which are set forth on  Schedule 4) are  divided  into PCS  Sub-Systems
(the  System  Sub-Areas  of which are set forth on Schedule 4) and that any such
PCS System  that is so  divided  shall not be deemed to work  and/or  operate in
accordance with the terms of this Contract,  including,  but not limited to, the
Specifications,  until and unless  all of the PCS  Sub-Systems  within  such PCS
System work in accordance with the Specifications.

             2.2 Additional Coverage.  (a) The Owner has the option from time to
time,  upon not less than thirty  (30) days  written  notice to the  Vendor,  to
designate additional geographic areas in the United States,  including,  but not
limited to,  additional  System  Sub-Areas  and/or System Areas, as to which the
Owner may purchase  from the Vendor some or all, as  determined  by the Owner in
its sole discretion,  of the Products and Services required for the PCS coverage
of such areas as provided for in this Contract,  all on the terms and conditions
set forth in this  Contract;  provided that the Parties will  mutually  agree in
good faith on the payment terms  (provided  that pricing will be as set forth in
this  Contract),   liquidated   damages,   Project  Milestones  and  the  System
performance  criteria  applicable to such additional  coverage  pursuant to this
subsection 2.2; and provided further that any such agreement on (i) such Project
Milestones must be based on substantially the same intervals (including, but not
limited to, the number of days specified in each such interval) as are set forth
in  Exhibits  A1 and A2, to the extent  possible,  (ii) such  payment  terms and
liquidated  damages  must be  based  on  substantially  the  same  terms  as are
otherwise set forth in this Contract, and (iii) such System performance criteria
must be based on substantially the same System  performance  criteria as are set
forth in  Exhibit  F, to the  extent  possible.  The  Parties  agree  that  this
subsection 2.2(a) will be effective at any time during the Term of this Contract
as to the  determination  of payment  terms  (other  than  pricing)  and Project
Milestones  applicable to the Vendor's provision of additional coverage pursuant
to this  subsection  2.2(a) only if (i) the aggregate  price of the Products and
Services to be provided by the Vendor at such time under this subsection  2.2(a)
is at such time at least five million dollars  ($5,000,000)  and (ii) the Vendor
is at such time providing  Installation  Services and at least one other Service
provided for under this Contract in  connection  with such  additional  coverage
provided by the Vendor at any time during the Term of this Contract  pursuant to
this subsection 2.2(a).  Unless otherwise mutually agreed among the Parties, the
payment  terms for  additional  Products  provided  by the  Vendor  after  Final
Acceptance  of the last PCS System  within  the  Initial  System  not  otherwise
covered by or otherwise  determined  pursuant to this subsection  2.2(a) will be
subject to the terms of Section 6.

             (b) The Owner has the  option  from time to time upon not less than
thirty (30) days' prior written notice to the Vendor and in accordance  with the
applicable  change order  provisions of subsection 7.2, to require the Vendor to
increase  the level of capacity or coverage of an already  allocated  PCS System
and/or PCS  Sub-System  (whether such PCS System or PCS  Sub-System  has been so
allocated  pursuant to Schedule 4 or  subsection  2.2(a)),  all on the terms and
conditions  of  this  Contract.  From  time  to time  prior  to the  Substantial
Completion  of the given PCS System which would be so  affected,  the Owner will
have the right to,  upon thirty  (30) days prior  written  notice to the Vendor,
divide  an  applicable  System  Area  into  separate  System  Sub-Areas  for the
build-out of separate PCS  Sub-System(s)  not  indicated on Schedule 4 as of the
Effective Date;  provided that such additional PCS Sub-System will at least meet
the  requirements  set  forth  in  clauses  (i) and (ii) of the  second  to last
sentence of  subsection  2.2(a) above.  In such event,  such a newly created PCS
Sub-System  will,  from such  point  forward,  be  treated  as a PCS  Sub-System
pursuant to the terms of this Contract.

             (c) Where the Owner wishes to purchase PCS Products or Services for
use and/or  application in a country  outside the United States but within North
America  including any  territory of the United States not otherwise  covered by
the  definition of the "United  States" as set forth  herein,  the Owner and the
Vendor will,  in good faith,  negotiate a separate  agreement  for such purchase
upon  substantially all of the same terms set forth in this Contract,  with only
such modifications as may reasonably be appropriate to reflect the international
nature of such transaction and to assure protection of the Vendor's intellectual
property.  The PCS Product and Software  prices and price discounts set forth in
this  Contract  will  prevail in any such  separate  agreement,  subject only to
reasonable  pricing  adjustments  which  will be in no event ten  percent  (10%)
higher than the prices set forth in or determined pursuant to this Contract plus
foreign import duties and taxes. Any such agreement may, at the Vendor's option,
be entered into by any of the  subsidiaries or other affiliates of the Vendor as
listed on Schedule 13.

             2.2.1 AS Products and AS Services  Additional  Coverage.  Where the
Owner wishes to purchase AS Products or AS Services  for use and/or  application
in a country  outside the United States but within North  America  including any
territory of the United  States not otherwise  covered by the  definition of the
"United  States" as set forth  herein,  the Owner and the Vendor  will,  in good
faith,  negotiate a separate  agreement for such purchase upon substantially all
of the same terms set forth in this Contract,  with only such  modifications  as
may  reasonably  be  appropriate  to reflect  the  international  nature of such
transaction  and to assure  protection  of the  Vendor's  intellectual  property
applicable to such AS Products and AS Services.

             2.3  Handsets.  (a) The  Vendor  must  supply  the  Owner  with two
thousand (2,000)  subscriber  handsets at the prices set forth on Schedule 2 and
substantially  meeting  the  applicable  criteria  set forth in Exhibit H within
sixty (60) days prior to the Substantial Completion of the Initial PCS System in
accordance  with Exhibit B3;  provided  that the criteria set forth in Exhibit H
will substantially conform to the applicable specifications and/or criteria (but
which  will in no event be more  than  what is  required  by  Exhibit  H) agreed
between the Owner and Sony/Qualcomm (the "Sony/Qualcomm Agreement").

             (b) The Vendor  must  supply at the prices set forth on  Schedule 2
one hundred (100) handsets per PCS System within the Initial System,  acceptable
to the Owner,  and the  necessary  equipment  related  thereto  for  testing and
operation of each such PCS System pursuant to, and in accordance with, the terms
of this Contract,  Exhibit B3 and  substantially in accordance with Exhibit H to
the extent  applicable;  provided however,  with the consent of the Owner, which
consent will not be unreasonably withheld, such handsets will not be required to
be in  substantial  compliance  with the criteria set forth in Exhibit H if they
will  otherwise be sufficient to test and  accurately  demonstrate  that the PCS
System  meets the  Specifications.  The one  hundred  (100) for each PCS  System
handsets  required to be  delivered  by the Vendor  pursuant to the  immediately
preceding  sentence will be delivered to the Owner on or before  Milestone 7 (as
set forth in  Exhibit  A1) for the first PCS  Sub-System  completed  in such PCS
System.

             (c) Notwithstanding any other provision of this Contract, including
Section 17, the Vendor does not warrant the handsets provided hereunder,  but to
the extent that the Vendor is authorized to do so by the terms of any applicable
agreement or agreements with such third party suppliers,  the Vendor will assign
or otherwise transfer any warranty received from its supplier(s) of the handsets
to the  Owner at no  additional  cost to the  Owner.  For the  purposes  of this
Contract  a  supplier   of   handsets  to  the  Vendor  will  not  be  deemed  a
Subcontractor.

             2.4  Initial  PCS  System.  Pursuant to Exhibit B3, the Vendor must
achieve Substantial  Completion of the Initial PCS System in accordance with the
requirements  of  Exhibit B3 prior to, and as a  condition  of, the  Substantial
Completion  of any other PCS System  and/or PCS  Sub-System  within the  Initial
System.  This requirement in no way relieves the Vendor of its obligations prior
to the  Substantial  Completion  of the Initial PCS System to continue  with the
Work on all of the PCS  Systems  and PCS  Sub-Systems  constituting  the Initial
System in  accordance  with the  requirements  of this  Contract and the Project
Milestones applicable to each such PCS System and/or PCS Sub-System.

             2.5  System  Element  Verification;  Test-bed  Laboratory.  (a)  In
accordance  with  Milestone  4 (as set  forth on  Exhibit  A1) the  Vendor  must
successfully  complete System Element Verification pursuant to the terms of this
Contract  including,  but not limited to, the  Specifications  and Exhibit B3 no
later than August 19, 1996.

             (b) The Vendor  will  supply,  at no  additional  cost to the Owner
(except as provided in Exhibit I), the Products and Services  necessary  for the
establishment  of a test-bed  laboratory,  which  laboratory  will  include  the
Products and Services set forth on Exhibit I (the "Test-bed  Laboratory").  Such
Products and Services will be subject to the  applicable  warranty terms of this
Contract.  The Vendor will  provide all  relevant  Software  Upgrades,  Software
Enhancements  and  Software  Combined   Releases   applicable  to  the  Test-bed
Laboratory.  Equipment Upgrades,  Equipment  Enhancements and Equipment Combined
Releases  will be  available  for the  Test-bed  Laboratory  as provided in this
Contract.  The Test-bed  Laboratory will be provided by the Vendor in accordance
with  Milestone 3  applicable  to the Initial PCS System as set forth on Exhibit
A1,  but in no event  will the  Vendor  be  required  to  provide  the  Test-bed
Laboratory  earlier  than  ninety  (90) days  after the  building  site for such
laboratory  has been made  ready by the Owner and the Vendor  has  received  the
Owner's notice  thereof,  provided that such notice will not be delivered to the
Vendor before April 19, 1996 (the "Building  Ready Date").  The Owner  expressly
agrees that it will not use the Test-bed  Laboratory  for In Revenue  Service or
any purpose other than testing  without the prior written consent of the Vendor,
which consent the Vendor will not unreasonably withhold or delay.

             (c) The  Vendor  will  supply  (and  Exhibit  I will be  deemed  to
include),  at no cost to the Owner,  (i) one mated pair  SCP/HLRs  with one SMS,
(ii) one SCE with eight RTUs,  (iii) one AM/HLR,  (iv) one source code  compiler
and (v) one copy of "Execution  Environment" all in accordance with and pursuant
to the  Specifications  for the  Test-bed  Laboratory  no later  than the  dates
specified in the HLR Statement of Work. All provisions of subsections 2.5(a) and
2.5(b)  above will apply  similarly to the  Products  listed in this  subsection
2.5(c).  Nothing  in  this  subsection  2.5(c)  will be  deemed  to  release  or
accelerate the Project  Milestones  and/or  delivery  requirements  set forth in
subsections 2.5(a) and 2.5(b) above.

             (d) The  Vendor  will  supply  (and  Exhibit  I will be  deemed  to
include), at not cost to the Owner (i) a SPARC/OTAF Product platform (consisting
of at least two (2) CPUs) plus accompanying OTAF Software and OTAF Equipment all
in  accordance  with  and  pursuant  to  the  Specifications  for  the  Test-bed
Laboratory  no later than  October 23, 1996 and (ii)  SCP/OTAF  Software  all in
accordance with and pursuant to the Specifications  for the Test-bed  Laboratory
no later than May 15, 1997.  All  provisions  of  subsections  2.5(a) and 2.5(b)
above will apply  similarly to the Products listed in clauses (i) and (ii) above
provided  by the Vendor  pursuant  to this  subsection  2.5(d).  Nothing in this
subsection 2.5(d) will be deemed to release or accelerate the project Milestones
and/or delivery requirements set forth in subsections 2.5 (a) and 2.5 (b) above.

             (e) The  Vendor  will  supply  (and  Exhibit  I will be  deemed  to
include) at no cost to the Owner and simultaneous  with each release of Actiview
Software,  an  installed  copy  of  such  Actiview  Software  for  the  Test-bed
Laboratory  all in  accordance  with and  pursuant  to the  Specifications.  All
provisions of  subsections  2.5(a) and 2.5(b) above will apply  similarly to the
Products listed in the first sentence of this subsection  2.5(e) provided by the
Vendor pursuant to this  subsection  2.5(e).  Nothing in this subsection  2.5(e)
will be deemed to release or accelerate the project  Milestones  and/or delivery
requirements set forth in subsections 2.5 (a) and 2.5 (b) above.

             2.6 RF Engineering;  Site Acquisition and MSC Installation.  (a) In
accordance with Milestone 2 as set forth on Exhibit A1, the Vendor has delivered
to the Owner the  Preliminary  RF Design for each of the System Areas and System
Sub-Areas in accordance with the  requirements and criteria set forth in Exhibit
B1 and Schedule 1. The Vendor has provided the Owner with the applicable  search
rings for each PCS Sub-System  based upon the  Preliminary RF Design.  The Owner
and the Vendor agree to cooperate with each other to complete the RF Engineering
and the Site  Acquisition.  The Owner must notify the Vendor of desired coverage
areas, RF Engineering  parameters or other information or restrictions the Owner
wishes to be  included  in the  Final RF  Engineering  Plan for each PCS  System
and/or PCS Sub-System.  In accordance with Exhibit B1, the Vendor will do the RF
Engineering in each of the PCS Systems and/or PCS  Sub-Systems and in connection
therewith will use the parameters,  information and restrictions supplied by the
Owner. As part of the RF Engineering,  the Vendor will establish  "search rings"
in each of the PCS Systems  and/or PCS  Sub-Systems  that will specify  areas in
which the Owner may proceed with Site Acquisition.

             (b) In accordance with Exhibit B1 the Vendor, at its request,  must
be kept  informed of the progress made on ongoing Site  Acquisition  within each
System Area and System Sub-Area. As the Site Acquisition progresses,  the Vendor
agrees to regularly alter the RF Engineering plan to determine a new search ring
or rings to take into  account any  changes or  modifications  requested  by the
Owner or  otherwise  requested  by the Owner  due to the  Owner's  inability  to
acquire  sufficient rights to a location which could constitute a System Element
Location  in a  timely  or  economic  manner.  When  making  changes  to  the RF
Engineering plan the Vendor must take into account the Site Acquisition  already
completed by the Owner.

             (c)  Milestone  5 (as set forth in Exhibit  A1) will be achieved in
each PCS System and PCS Sub-System in accordance  with this  subsection  2.6(c);
provided that for each PCS System and PCS Sub-System the  appropriate  MSCs have
been  installed by the Vendor in the Owner's  relevant  Switch Sites within each
such PCS System and PCS Sub-System in accordance with  subsection  2.6(d) below.
In  accordance  with the  Project  Milestones  set forth on  Exhibit  A1 and the
requirements  and criteria set forth in Exhibit B1,  within five (5) days of the
Owner achieving Site Acquisition  Substantial  Completion within any System Area
or System Sub-Area (the "Final RF Review Period"), the Owner and the Vendor will
use their best efforts to agree on a final System  Element  Location  count (the
"Final Site Count") and a final RF  Engineering  plan (the "Final RF Engineering
Plan") for such System Area or System  Sub-Area,  as the case may be, upon which
the PCS System for such System Area and/or System Sub-Area,  as the case may be,
will be built by the  Vendor.  Failure  of the  Owner  and the  Vendor  to reach
satisfactory  agreement on a Final Site Count and/or a Final RF Engineering Plan
for any given System Area or System  Sub-Area  within the Final RF Review Period
will  automatically  result in the referral of any such disagreement to the most
senior RF  engineers  of both the  Owner and the  Vendor  for their  review  and
resolution  within  five (5) days  after  the end of any  such  Final RF  Review
Period. If the senior RF engineers fail to resolve any such disagreement  within
the extended five (5) day resolution period, the disagreement will automatically
be referred for resolution in accordance with subsection  23.1. It is understood
by the  Parties  that  during  the  period  of any  such  disagreement  and  the
resolution thereof in accordance with the Contract,  the Work on such PCS System
and/or  PCS  Sub-System,  to the  extent  possible,  will be  ongoing  and  that
Substantial  Completion on such PCS System and/or PCS  Sub-System  shall require
agreement  by the  Parties on a Final RF  Engineering  Plan  and/or a Final Site
Count for such PCS System and/or System Area and/or PCS Sub-System.

             (d) The Vendor will  install each of the MSCs in each of the Switch
Sites  within sixty (60) days of the Switch Site Ready Date;  provided  that (i)
the Owner will have provided the Vendor with the MSC  configuration  engineering
information  at least one  hundred  (100) days prior to the Switch  Site  Notice
Date,  for each such MSC, such that the Vendor may actually  perform the Owner's
MSC configuration engineering (other than the Switch Site layout configuration),
(ii) the Owner will have  provided  the Vendor with the  applicable  Switch Site
description (in appropriate detail) at least sixty (60) days prior to the Switch
Site  Notice  Date and (iii) as of such  Switch  Site Ready Date the  applicable
Switch  Site will have been made ready by the Owner such that the  relevant  MSC
can in fact be installed by the Vendor.  For the purposes hereof (i) the "Switch
Site Ready Date" means the date  specified by the Owner as the date on which the
Switch Site will in fact be ready for MSC  installation  as  communicated to the
Vendor by the Owner in the Owner's  Switch  Site Notice to the Vendor,  (ii) the
"Switch Site Notice Date" will mean,  as to any Switch Site Notice,  the date on
which such notice was delivered to the Vendor by the Owner and (iii) the "Switch
Site  Notice"  will  mean the  notice  provided  to the  Vendor  by the Owner in
sufficient  detail to describe the Switch Site so that the Vendor may reasonably
engineer the layout of the MSC configuration  specifically for such Switch Site.
Nothing contained herein will in any way limit the Vendor's  obligation pursuant
to the terms of this Contract to do the MSC  engineering  and the RF Engineering
in  accordance  with the terms of this  Contract.  Pursuant  to this  subsection
2.6(d) in no event will the Owner provide the Vendor the Switch Site Notice more
than sixty (60) days later than the date the Owner delivers the Vendor the Build
Notice pursuant to subsection 2.7(a).

             2.7 Facilities  Preparation Services and Installation.  (a) For any
PCS System and/or PCS Sub-System  within the Initial System prior to Milestone 5
(as set forth on Exhibit A1) for such PCS System or PCS Sub-System,  as the case
may be, the Owner (i) may, in its discretion,  provide notice to the Vendor when
it has achieved Site Acquisition of at least fifty (50) System Element Locations
in any given PCS System  and/or PCS  Sub-System,  as the case may be, or (ii) in
any event,  (if the Owner hasn't already  provided notice pursuant to clause (i)
above)  will  provide  such  notice  to the  Vendor  when it has  achieved  Site
Acquisition of at least thirty percent (30%) of the System Element  Locations in
such PCS Sub-System,  as the case may be (in either event,  the "Build Notice").
The Build Notice calculation will be based upon the Owner's reasonable  estimate
of System  Element  Locations  within or in connection  with the  Preliminary RF
Design  applicable to the PCS System  and/or PCS  Sub-System in which such Build
Notice is issued to the  Vendor.  The Build  Notice  for each PCS  System or PCS
Sub-System  will also include the Owner's best forecast  based upon  information
available  at such time (the "M5  Forecast")  of when it  expects  to be able to
declare Site Acquisition  Substantial  Completion  within such PCS System or PCS
Sub-System.  The Owner  understands  that the  Vendor  will not be  required  to
commence Facilities  Preparation  Services and/or Installation in any PCS System
or PCS Sub-System  until and unless the Vendor has received the applicable Build
Notice pursuant to and in accordance with this subsection 2.7.

             (b) In accordance with the Project Milestones  specified in Exhibit
A and the  requirements  and criteria of Exhibit B2, for each System Area and/or
System Sub-Area the Vendor must complete the Facilities Preparation Services for
all System Element  Locations  within such PCS System and/or PCS Sub-System,  as
applicable,  in accordance with the construction criteria set forth in Exhibit E
and the  performance  criteria  set forth in Exhibit F no later than ninety (90)
days  from the  Owner/Vendor  agreement  on a Final  Site  Count  and a Final RF
Engineering Plan for such System Area and/or System Sub-Area; provided that upon
the prior written  request of the Vendor,  the Owner may consent  (which consent
will not be  unreasonably  withheld)  to  postpone  Milestone 6 (as set forth in
Exhibit A1) with  respect to any PCS System  and/or PCS  Sub-System  by not more
than an additional sixty (60) days in the event that more than ten percent (10%)
of the  System  Element  Locations  in such PCS  System  and/or  PCS  Sub-System
estimated  as of the date of the Build  Notice  for such PCS  System  and/or PCS
Sub-System  have not been fully acquired by the Owner  immediately  prior to the
date on which Milestone 5 (as set forth in Exhibit A1) otherwise  occurs in such
PCS System and/or PCS Sub-System.  Pursuant to the Project Milestones the Vendor
must  complete  Installation  of the  Products  for any given PCS System  within
thirty-two  and one  half  (32-1/2)  days of its  completion  of the  Facilities
Preparation Services in accordance with Milestone 6 (as set forth on Exhibit A1)
for such PCS System  pursuant  to the  requirements  and  criteria  set forth in
Exhibit D and Exhibit F.

             2.8 Site  Acquisition  Modifications.  In the event  that the Owner
determines  that  it  is  unlikely  to  achieve  Site  Acquisition   Substantial
Completion   for  any  PCS  System  and/or  PCS   Sub-System  in  a  timely  and
cost-effective  manner, the Vendor will modify certain performance  criteria set
forth in Exhibit F with respect to such PCS System and/or PCS  Sub-System in the
manner and to the degree that the Owner  reasonably  specifies in writing to the
Vendor  in  accordance  with the  terms of  Exhibit  B3.  In the event the Owner
notifies the Vendor of a  modification  to the System  performance  criteria for
such PCS System  and/or PCS  Sub-System  pursuant to this  subsection  2.8, such
modified  criteria,  including any such lower number of System Element Locations
that the Owner, in its sole discretion, deems at such time to be satisfactory so
as to constitute Site  Acquisition  Substantial  Completion,  will be deemed the
performance  criteria and the System Element  Location count  applicable to such
PCS System for the  purposes of Milestone 5 (as set forth on Exhibit A1) and all
other  remaining  Project  Milestones  for such PCS System and/or PCS Sub-System
thereafter.

             2.9 Design/System  Architecture and Engineering;  Interoperability.
(a) The Vendor must provide all Engineering  and design  services  necessary for
the completion of the Work and the System in conformity with the  Specifications
and the CDMA  standards,  including,  but not  limited to, the  Engineering  and
design necessary to describe and detail the System and the specified PCS Systems
and/or PCS Sub-Systems.

             (b) Pursuant to and in accordance with the terms of Exhibits B3 and
G,  BTS/BSC-MSC  Interoperability  must be demonstrated on or before December 1,
1996  (provided  that such date will change to reflect the actual  delay  beyond
December  31,  1995 in the  finalization  of  "Attachment  A" to be  attached to
Exhibit  G);  provided  that in any event the  requirements  of this  subsection
2.9(b) are a condition to the Vendor's  Substantial  Completion  of the last PCS
System  within the Initial  System and  Substantial  Completion of such last PCS
System will not be deemed to have been  achieved by the Vendor  unless and until
such  Interoperability  will  have  been  demonstrated  in  accordance  with the
criteria  set  forth in  Exhibit  G;  provided  further  that any  delay in such
Interoperability  which is not due  substantially to the fault of the Vendor, in
the reasonable  opinion of the Owner,  will not be a delay pursuant to the terms
of this subsection 2.9(b).

             (c) It is  expressly  understood  and agreed by the Vendor that the
Substantial Completion of any PCS System and/or PCS Sub-System will (in addition
to all other  requirements  of PCS System  (and/or PCS  Sub-System)  Substantial
Completion set forth in this Contract) be subject to, and conditioned upon, such
PCS  System  and/or  PCS  Sub-System,  as the  case may be,  pursuant  to and in
accordance with the  Specifications,  operating and interoperating with any then
operating  and/or  in  service  Owner  and/or  Affiliate  PCS  Systems  and  PCS
Sub-Systems  (and/or PCS  systems  and/or PCS  sub-systems,  as the case may be)
which  comply  with  the  relevant  ANSI  standards  and  other   specifications
identified in Exhibit D.

             (d) The Vendor  will use its best  efforts  to work with  Nortel in
order to ensure  that the  AM/HLRs  and  SCP/HLRs  work with the  Equipment  and
Software  (as  defined in the Nortel  Contract)  provided by Nortel so that in a
timely manner the AM/HLR and SCP/HLR  Products and Services  provide  service to
the  entire  Nationwide  Network  (including,  but not  limited  to,  the Nortel
constructed  portion of the  Nationwide  Network) in accordance  with the AM/HLR
Specifications and the SCP/HLR  Specifications,  as applicable.  Notwithstanding
anything  stated herein to the  contrary,  the Vendor will not be liable for the
failure of any of the AM/HLRs  and/or the SCP/HLRs to properly  operate with the
Nortel  System  (as such term is defined  in the  Nortel  Agreement)  where such
failure was directly  caused by Nortel's  failure to provide timely and accurate
specifications  or to make its  Equipment  accessible  and to  operate  with the
AM/HLRs  and/or  SCP/HLRs in accordance  with and pursuant to the  Lucent/Nortel
License Agreement. The Vendor will also use its best efforts to work with Nortel
in order to ensure that the AS Products work with the Equipment and Software (as
defined in the Nortel  Contract)  provided by Nortel so that in a timely  manner
the AS Products and Services  provide service to the entire  Nationwide  Network
(including, but not limited to, the Nortel constructed portion of the Nationwide
Network)  in  accordance   with  the  AS  Statement  of  Work,  as   applicable.
Notwithstanding  anything stated herein to the contrary,  the Vendor will not be
liable for the failure of any of the AS Products  to properly  operate  with the
Nortel  System  (as such term is defined  in the  Nortel  Agreement)  where such
failure was directly  caused by Nortel's  failure to provide timely and accurate
specifications  or to make its Equipment  accessible  and to operate with the AS
Products  in  accordance  with  and  pursuant  to  the   Lucent/Nortel   License
Agreement-OAM&P.

             (e)  Commencing as of July 15, 1996,  the Vendor will have and will
continue to  regularly  update  (including  the  provision  of at least  monthly
written  updates) the Owner as to the Vendor's  progress in developing and being
able to timely  deliver  the  AM/HLRs  and the  SCP/HLRs  for both the  Test-bed
Laboratory and the Nationwide Network.

             (f)  Notwithstanding  anything  to the  contrary  in the  Contract,
Substantial Completion of any PCS System or PCS Sub-System,  as the case may be,
within the Initial System,  and the testing  required  therefor,  will expressly
require and be conditioned  upon the successful  integration and  interoperation
(in accordance with the AM/HLR Specifications), of the other Products within any
such PCS System and/or PCS Sub-System with the then existing  AM/HLRs within the
Nationwide Network.

             (g) For each applicable  Actiview Software release,  the Acceptance
Procedures  for such  release are to be mutually  agreed  between the Parties no
later than one (1) week prior to the delivery by the Vendor of any such release.
Failure of the Parties to so  mutually  agree at such time will in no way modify
the Vendor's  obligation to timely  deliver any such Actiview  Software  release
pursuant to and in accordance with the Actiview Statement of Work.

             2.10  Certification.  The Vendor must coordinate its performance of
the Services described in subsection 2.9 with the Engineering and design efforts
(including,   without  limitation,  any  and  all  RF  Engineering  and/or  Site
Acquisition) of all  Subcontractors,  the Owner, the Other Vendors,  any and all
supply  and  transportation  requirements  and  all  federal,  state  and  local
authorities or agencies.  The Vendor will be fully knowledgeable about and will,
after  reasonable  review thereof,  accept all Engineering,  including,  without
limitation,  RF Engineering and design,  irrespective of whether the Vendor, the
Other Vendors, the Owner or third parties such as the Subcontractors may furnish
such services.  All  Engineering  requiring  certification  must be certified by
professional   engineers   licensed  or  properly   qualified  to  perform  such
Engineering services in all appropriate  jurisdictions if such certification is,
in the Owner's opinion, appropriate and reasonable under the circumstances. This
subsection 2.10 will not modify or restrict the Vendor's obligation and/or right
to provide the Services contracted for pursuant to the terms of this Contract.

             2.11  Notice of Developments.

             2.11.1  Vendor  Developments.  The Vendor  must  provide the Owner,
through  the NDAB or the  Owner's  vice  president  and/or  director  of product
development,  with  reasonable  prior  notice of any PCS  Product  developments,
innovations and/or technological  advances  (collectively "Vendor Developments")
relevant  to the System  prior to giving  such  notice to any other  Customer or
otherwise  making  any  such  Vendor  Development  public  within  the  relevant
marketplace; provided that the Vendor will not be obligated to provide the Owner
such notice before any other Customer if doing so would not be reasonable  under
the  circumstances  and/or  otherwise  breach any contractual  obligation to any
other  Customer;  provided  further  that  any  such  notice  pursuant  to  this
subsection  2.11.1  need not  include  any  information  originated  by  another
Customer  which is  proprietary  to such other  Customer of the Vendor.  For the
purposes of this subsection 2.11.1 the term "Vendor" includes the Vendor and its
affiliates and subsidiaries.

             2.11.2  Participation in Testing.  The Owner has the right, but not
the  obligation,  to witness and/or  participate  in any initial  testing and/or
application  of any such Vendor  Development  (other  than a Vendor  Development
originated by another Customer which includes  information  which is proprietary
to such  other  Customer);  provided  that any such  initial  testing  of Vendor
Developments  will be subject to (i) scheduling as reasonably  determined by the
Vendor, (ii) the qualification that the Owner's PCS System or PCS Sub-System, as
the case may be, meets the technical requirements for the testing of such Vendor
Development as reasonably  determined by the Vendor (or otherwise that the Owner
is willing to update such PCS System or PCS  Sub-System,  as the case may be, to
meet such requirements),  (iii) the Owner's acknowledgement that it will be able
to provide the  resources  necessary to implement  the initial  testing for such
Vendor  Development,  and (iv) the Owner and the Vendor executing a verification
office  testing   agreement  that   identifies   the  scope,   terms,   pricing,
responsibilities  and  schedule  related to the  initial  testing of such Vendor
Development.  The Vendor must  provide the Owner at least thirty (30) days prior
notice of its intent to test any such  Vendor  Development  and upon the Owner's
written  request the Vendor will allow the Owner to  participate in such testing
upon terms and in a testing environment  reasonably acceptable to the Parties at
such time. The Owner will make its Test-bed Laboratory and/or certain of its PCS
Systems and/or PCS Sub-Systems (following Final Acceptance thereof) available to
the Vendor for any such testing in which the Owner has the right,  and will have
notified the Vendor of its desire,  to  participate  in pursuant to the terms of
this  subsection  2.11.2.  Where the Vendor and the Owner have  agreed  that the
Owner's Test-bed  Laboratory or PCS System and/or PCS Sub-System will be used as
a test bed for Vendor  Developments,  the Owner will not unreasonably refuse the
Vendor's requests for other Customers to observe the tests or to release results
of the  tests  to  other  Customers;  provided  that  the  Owner  will  have had
reasonable  prior  notice  that the Vendor  would  like to have other  Customers
observe  such  testing and that the Vendor will  remain  liable in all  respects
pursuant  to the  terms  of this  Contract  for the  protection  of  Proprietary
Information in connection with any such testing.  The length of the prior notice
period  described  above may be shortened to under thirty (30) days if necessary
and  appropriate  under the  circumstances,  but in no event will any such prior
notice period be less than ten (10) days.

             2.12  Safety.  To the extent the Vendor is in control of any System
Element Location,  or other site within the System or any System Area during the
term  of this  Contract  (a  "Vendor-Controlled  Location")  including,  but not
limited  to,  during the  build-out  of the Initial  System,  the Vendor will be
solely  responsible  for  initiating,  maintaining,  and  supervising all safety
precautions  and  programs  in  connection   with  all  such   Vendor-Controlled
Locations. The Vendor must materially comply with Applicable Laws and Applicable
Permits  and the  Specifications  bearing on safety of persons  or  property  or
protection  against  injury,  damages or loss. The Vendor must provide a written
report  to the Owner  describing  fully all  incidents  affecting  safety on any
Vendor-Controlled  Location  and must also  furnish  to the Owner  copies of all
MSHA, OSHA and workers' compensation reports. The Vendor acknowledges and agrees
that until  Bolt-down  of all of the PCS  Products  to be provided by the Vendor
pursuant to the terms of this  Contract  on any given  System  Element  Location
(other than the Switch  Site or the  Test-bed  Laboratory)  within any given PCS
System  and/or PCS  Sub-System  is  achieved  the Vendor will be deemed to be in
control  of  all  Products,   tools,  designs,   buildings,   structures  and/or
Engineering (other than those Products,  tools, designs,  buildings,  structures
and/or  Engineering  specific to and  necessary  for Site  Acquisition,  Network
Interconnection  and/or  Microwave  Relocation)  at, in or upon any such  System
Element Location within such PCS System and/or PCS Sub-System;  provided that in
any event for each such System Element Location the Vendor will always be deemed
to  be  in  control  of  such  System  Element  Location  until  the  Facilities
Preparation  Services for such System  Element  Location have been  completed in
accordance with Exhibit B2.

             2.13   Emergencies.   In  the   event   of  any   emergency   at  a
Vendor-Controlled  Location  endangering life or property,  the Vendor must take
such action as may be  reasonable  and  necessary to prevent,  avoid or mitigate
injury, damage or loss and will, as soon as possible, report any such incidents,
including  the  Vendor's  response  thereto,  to  the  Owner.  Whenever,  in the
reasonable  opinion  of the Owner,  the  Vendor  has  failed to take  sufficient
precautions  for the  safety of the public or the  protection  of the Work or of
structures  or  property  on or  adjacent  to  any  Vendor-Controlled  Location,
creating,  in the  reasonable  opinion  of the  Owner,  an  emergency  requiring
immediate action,  then the Owner, after having given reasonable prior notice to
the Vendor, may cause such sufficient  precautions to be taken or itself provide
such  protection.  The taking or provision of any such precautions or protection
by the Owner or its  agents or  representatives  will be for the  account of the
Vendor and the Vendor must reimburse the Owner for the cost thereof.

             2.14  Right  of  Inspection.   The  Owner,  the  parties  providing
financing in connection  with the build-out of the Nationwide  Network and their
duly appointed representatives, including Inspectors (collectively "Reviewers"),
will at all  reasonable  times have access to the various sites where the Vendor
or its  Subcontractors  are prosecuting the  Engineering,  design,  procurement,
testing or manufacture of the Work;  provided that this subsection 2.14 will not
be  presumed  to give access to the  Vendor's  or its  Subcontractors'  sites to
direct  competitors  of the Vendor  provided  that such sites are not  otherwise
Owner sites. For these purposes,  reasonable  access will be given during normal
business hours to the Vendor's and its Subcontractors' plants, premises, storage
and deposit areas, facilities and offices, sources of materials, Equipment being
assembled, already assembled or in operation, Equipment being performance tested
or  tested  to the  Vendor's  specifications  and to any  other  places or areas
occupied  by the  Vendor  or its  Subcontractors  in  connection  with the Work.
Notwithstanding  anything herein to the contrary, any Reviewer's right of access
to the Vendor's and/or the Subcontractors' plants, premises, storage and deposit
areas, facilities and offices, sources of materials,  Equipment being assembled,
already assembled or in operation,  Equipment being performance tested or tested
to the Vendor's  specifications and to any other places or areas occupied by the
Vendor or its  Subcontractors in connection with the Work will be subject to the
reasonable confidentiality, safety and security requirements of same and further
subject to such Reviewers'  non-interference  with the Work and other work being
performed thereon. The Vendor must provide reasonable temporary office space (in
the  Vendor's  facilities  where such space is  available)  and services for the
Reviewers to the extent necessary.

             2.15 Transportation.  The Vendor must provide for the transport and
delivery of all the  Products to be  delivered  pursuant  to, and in  accordance
with,  the terms of this  Contract.  The costs for such  transportation  will be
borne by the Vendor as part of the Contract Price;  provided that the Owner will
reimburse the Vendor for any costs incurred by the Vendor for any  Extraordinary
Transportation  in such cases where the Vendor,  subject to prior  notice to the
Owner, found it actually necessary to utilize such Extraordinary Transportation;
provided,  further that any amounts due to the Vendor from the Owner pursuant to
the first  proviso  of this  subsection  2.15 will be  reduced  by the amount of
non-extraordinary   transportation   costs  which   otherwise  would  have  been
applicable to the transport of such Products.

             2.16 Security. Subject to subsection 2.12, during the course of the
Work,  the Vendor will  perform the  security  services  necessary to ensure the
safety and security of the System Element  Locations,  the Products and/or other
materials or designs relevant to the Work.

             2.17 Materials and Equipment.  Except for materials or Equipment to
be  supplied by  Subcontractors  identified  on part B of  Schedule 7,  whenever
materials or Equipment are  specified or described in this  Contract  (including
the  Specifications)  by using the name of a  proprietary  item or the name of a
particular  supplier,  the naming of the item is intended to establish the type,
function  and quality  required,  and  substitute  materials  or  Equipment  may
nonetheless be used, provided that such materials or Equipment are equivalent or
equal to that named. If the Vendor wishes to furnish or use a substitute item of
material  or  Equipment,  the  Vendor  must  first  certify  that  the  proposed
substitute  will perform at least as well the  functions and achieve the results
called for by this Contract, will be substantially similar or of equal substance
to that  specified and be suited for the same use as that  specified.  The Owner
may require the Vendor to furnish,  at the  Vendor's  expense,  additional  data
about the  proposed  substitute  as required to evaluate the  substitution.  For
Major  Portions  of the Work,  or  materials  or  Equipment  listed on part B of
Schedule 7, the Vendor must first receive  prior  written  approval of the Owner
for any  substitution.  The Owner will be allowed a reasonable time within which
to evaluate  each  proposed  substitute.  Notwithstanding  the  foregoing,  with
respect to PCS Products,  prior to the shipment of such PCS Products pursuant to
the terms of this  Contract,  the  Vendor may at any time  without  notice to or
consent of the Owner make changes in a Vendor PCS Product furnished  pursuant to
this  Contract,  or modify the drawings and  published  specifications  relating
thereto,  or  substitute  Products  of  similar or later  design to fulfill  its
obligations  under this Contract or otherwise  fill an order,  provided that the
changes,  modifications  or  substitutions  will in no way  affect or  otherwise
impact upon the form, fit, or function of an ordered Product  pursuant to and in
accordance  with  the  applicable  Specifications.   With  respect  to  changes,
modifications  and  substitutions  which do in fact  affect  the form,  fit,  or
function  of  an  ordered  Product  pursuant  to  and  in  accordance  with  the
Specifications, the Vendor must notify the Owner in writing at least thirty (30)
days  prior  to the  effective  dates  of any  such  changes,  modifications  or
substitutions.  In the event that any such change,  modification or substitution
is not desired by the Owner, the Owner will notify the Vendor within thirty (30)
days from the date of notice and the Vendor will not  furnish  any such  changed
Products  to the  Owner on any  orders  in  process  at the time the Owner is so
notified;  provided  that nothing  contained  herein will  otherwise  modify the
Vendor's obligations under the terms of this Contract.

             2.18  Equipment  and Data.  The Vendor must  furnish all  drawings,
specifications,  specific  design  data,  preliminary  arrangements  and outline
drawings of the  Equipment and all other  information  as required in accordance
with this  Contract in  sufficient  detail to indicate  that the  Equipment  and
fabricated  materials  to be  supplied  under  this  Contract  comply  with  the
Specifications.

             2.19   References  to  Certain   Sources.   Reference  to  standard
specifications,  manuals  or codes of any  technical  society,  organization  or
association or to the laws or regulations of any  Governmental  Entity,  whether
such reference is specific or by implication, by this Contract, means the latest
standard specification,  manual, code, laws or regulations in effect at the time
of such  reference,  except as may be  otherwise  specifically  agreed to by the
Owner. However, no provision of any reference, standard,  specification,  manual
or code (whether or not specifically incorporated by reference in this Contract)
will be effective to change the duties and  responsibilities  of the Owner,  the
Vendor, the Subcontractors or any of their consultants, agents or employees from
those  set forth in this  Contract;  provided  that  nothing  contained  in this
Contract  will  require  the Vendor to violate  then  existing  and  enforceable
Applicable Laws.

             2.20 Operating Manuals. The Vendor will provide the Owner Operating
Manuals in accordance  with this  subsection 2.20 as soon as they are reasonably
available  but in no event  less  than  thirty  (30) days  prior to  Substantial
Completion of the Initial PCS System,  the Vendor will provide the Owner with as
many sets of the  Operating  Manuals  for the  entire  System as the Owner  then
reasonably  requires.  The Operating Manuals will be prepared in accordance with
the relevant Specifications and in sufficient detail to accurately represent the
System  and  all of its  component  System  Elements  as  constructed  and  will
recommend  procedures for operation.  Operating Manuals with up to date (but not
"as-built") drawings, specifications and design sheets will be available for the
Training as set forth in subsection 2.23. All other Technical  Documentation not
already  delivered to the Owner  pursuant to the terms of the  Contract  must be
delivered to the Owner within ten (10) days after the successful  achievement of
all Final  Acceptance tests in accordance with Exhibit B3. The Owner will not be
required to deliver the Final  Acceptance  Certificate  until all such Technical
Documentation  has been so delivered (and Final Acceptance will not be deemed to
have  occurred  earlier than the date that is ten (10) days prior to the date of
delivery of such Technical Documentation).

                      2.20.1  AS Products and Services Operating Manuals.  The 
Vendor will provide the Owner operating and  instruction  manuals for the AS 
Products and AS Services (the "AS Operating  Manuals")  in  accordance  with 
this  subsection  as soon as they are reasonably available but in no event later
than  the dates and times set forth in Appendix G. The Vendor will  provide the 
Owner with the quantity of AS Operating Manuals set forth in the AS Statement of
Work. The AS Operating  Manuals will be prepared in accordance with the AS 
Statement of Work and in sufficient detail to accurately  describe the opera-
tions and instructions for the AS Products and all of such AS Products component
parts and will recommend  procedures for operation and maintenance.

                      2.20.2  OTAF Products and Services Operating Manuals.  The
Vendor will provide the Owner operating and  instruction  manuals for the OTAF 
Products and OTAF Services (the "OTAF Operating Manuals") in accordance with 
this subsection as soon as they are reasonably available but in no event later 
than the dates and times as set forth in the OTAF  Statement  of Work.  The  
Vendor  will  provide  the Owner with the quantity of OTAF Operating  Manuals 
set forth in the OTAF Statement of Work. The OTAF Operating  Manuals will be 
prepared in accordance with the requirements and specifications  of the  OTAF  
Statement  of Work  and in  sufficient  detail  to accurately  describe the OTA
Products and Services  (including  SPARC/OTAF and SCP/OTAF) and will recommend 
procedures for OTAF operation and maintenance.

                      2.20.3  Actiview Products and Services Operating Manuals.
The Vendor will provide the Owner operating  and  instruction  manuals  for the 
Actiview  Products  and  Actiview Services (the "Actiview  Operating  Manuals") 
in accordance with this subsection as soon as they are  reasonably  available  
but in no event later than the dates and times set forth in the Actiview  State-
ment of Work.  The Vendor will provide the Owner with the  quantity  of  Acti-
view  Operating  Manuals  set forth in the Actiview  Statement of Work. The 
Actiview  Operating Manuals will be prepared in accordance  with the  Actiview  
Statement  of Work and in  sufficient  detail to accurately describe the Acti-
view Products (and all of their component parts) and Services and will recommend
 procedures for Actiview operation and maintenance.

             2.21 Maintenance and Instruction  Manuals.  The Vendor will provide
the Owner Maintenance and Instruction Manuals in accordance with this subsection
2.21 as soon as they are  reasonably  available but in no event less than thirty
(30) days prior to Substantial  Completion of the Initial PCS System, the Vendor
must  provide  the Owner with as many sets of the  Maintenance  and  Instruction
Manuals  for the  entire  System  as the Owner  then  reasonably  requires.  The
Maintenance  and  Instruction  Manuals will be prepared in  accordance  with the
Specifications  and in sufficient detail to accurately  represent the System and
all of  its  component  System  Elements  as  constructed  and  will  set  forth
procedures for inspection and maintenance.  Maintenance and Instruction  Manuals
with up to date (but not "as-built") drawings,  specifications and design sheets
will be available for the Training set forth in subsection 2.23. The Maintenance
and  Instruction  Manuals  must  include  the  volumes  compiled  by the  Vendor
containing all as-built Subcontractor furnished product data.

             2.22 Standards for Manuals.  All Operating  Manuals and Maintenance
and Instruction  Manuals  required to be provided by the Vendor pursuant to this
Contract must be:

             (a) detailed,  comprehensive  and prepared in conformance  with the
System Standards and generally accepted national standards of professional care,
skill,  diligence and competence applicable to telecommunications  and operation
practices for facilities similar to the System;

             (b) consistent with good quality industry  operating  practices for
operating  personal  communications  service  systems of similar size,  type and
design;

             (c) sufficient to enable the Owner to operate and maintain each PCS
System and/or PCS Sub-System in each System Area or System Sub-Area, as the case
may be, and the System as a whole on a continuous basis; and

             (d) prepared  subject to the foregoing  standards  with the goal of
achieving  operation  of the System at the  capacity,  efficiency,  reliability,
safety  and  maintainability  levels  contemplated  by  this  Contract  and  the
Specifications and required by all Applicable Laws and Applicable Permits.

             In addition to, and without  limiting the requirements set forth in
the  preceding   sentence,   the  Operating  Manuals  and  the  Maintenance  and
Instruction  Manuals will be submitted to the Owner in CD-ROM format (as soon as
such format is available  provided that such  availability will be no later than
December  1996) in addition to  hard-copy  volume  format if so requested by the
Owner.  In addition to any of the Owner's other rights and  remedies,  the Owner
will have the right to reject  the  Operating  Manual  and the  Maintenance  and
Instruction  Manuals if in its reasonable judgment any of the foregoing does not
meet the standards set forth in this Contract.

             In addition to, and without  limiting the requirements set forth in
clauses (a) through (d) of this  subsection  2.22, the AS Operating  Manuals for
the AS Products and Services will be submitted to the Owner in hard-copy  volume
format if so  requested  by the Owner.  In addition to any of the Owner's  other
rights and  remedies,  the Owner will have the right to reject such AS Operating
Manuals if in its reasonable  judgment any of them do not meet the standards set
forth in this Contract.

             In addition to, and without  limiting the requirements set forth in
clauses (a) through (d) of this subsection 2.22, the OTAF Operating  Manuals and
the OTAF Products and Services  maintenance and  instruction  manuals (the "OTAF
Maintenance and Instruction  Manuals") for the OTAF Products and Services,  will
be  submitted  to the Owner in  hard-copy  volume  format if so requested by the
Owner.  In addition to any of the Owner's other rights and  remedies,  the Owner
will have the right to reject the OTAF  Operating  Manuals and OTAF  Maintenance
and Instruction  Manuals if in its reasonable judgment any of the foregoing does
not meet the standards  set forth in this  Contract.  Furthermore,  the Actiview
Operating  Manuals  and the  Actiview  Products  and  Services  maintenance  and
instruction manuals (the "Actiview Maintenance and Instruction Manuals") for the
Actiview  Products  and  Services,  will be  submitted to the Owner in hard-copy
volume  format if so requested  by the Owner.  In addition to any of the Owner's
other rights and remedies, the Owner will have the right to reject such Actiview
Operating  Manuals and Actiview  Maintenance and  Instruction  Manuals if in its
reasonable  judgment any of the foregoing  does not meet the standards set forth
in this Contract.

             2.23 Training. As more fully described below, starting at least one
hundred and eighty (180) days prior to the Substantial Completion of the Initial
PCS System,  the Vendor must provide to the Owner a practical and  participatory
and, where feasible,  on-site training program with respect to the System, which
program will include technical  education  (collectively,  the "Training").  The
Vendor will provide,  upon the Owner's prior written  request and at the time or
times mutually agreed in good faith by the Owner during the Initial Term of this
Contract, (i) not less than a minimum of twelve thousand fifty (12,050) man-days
of Training and Training materials for the Owner's personnel,  at no cost to the
Owner plus (ii) an additional  one thousand  (1,000)  man-days of Training at no
cost to the Owner for the SCP/HLRs and/or  AM/HLRs.  The Vendor will be required
to commence  provision of SCP/HLR  training no later than  October 1, 1996.  The
Owner  will be  responsible  for the travel and  living  expenses  of  personnel
receiving  Training.  Such Training must be kept current to encompass the latest
Software and Equipment,  or any other Software  Revision Level and/or  Equipment
Revision  Level  directed by the Owner  pursuant to the terms of this  Contract.
Subject to the  foregoing,  Training  course size,  content and material will be
designed and agreed to by mutual  consent  between the Parties.  The Vendor will
conduct classes for the subjects described below:

             (a) Operations, maintenance and provisioning ("OM&P") Training will
include System Training to technical personnel presumed not qualified or trained
specifically  on operating a PCS System  and/or PCS  Sub-System or the Equipment
and/or Software included therein.  The subject matter will include (i) a general
overview of PCS/CDMA  technology and the System,  (ii) a System  overview of the
Equipment,   Software  initiation  and  configuration   requirements,   required
interconnections, troubleshooting and testing requirements, recovery from System
failures,  and (iii) any other  information  necessary to successfully  operate,
maintain,  or set up the Equipment  and the Software to work in accordance  with
the System Element performance  criteria set forth in Exhibit D, in each case so
that each PCS System  successfully  operates in accordance  with the performance
criteria set forth in Exhibit F within its System Area;

             (b) The Vendor must provide PCS/CDMA qualified  technical staff and
material  to train the  Owner's  personnel  so as to enable  them to train other
personnel of the Owner (i.e.,  train the trainers) on the subject  matter topics
listed below. The Owner's  personnel trained by the Vendor will be evaluated and
certified by the Vendor upon successful completion of the course as competent to
train other  personnel of the Owner.  Such content and materials may be tailored
or  customized  by  the  Owner  for  internal  use  only  and  include,  without
limitation, Training with respect to the following topics:

                      (i)    System Element configuration;

                      (ii)   Communication interfaces and protocols;

                      (iii)  Software operating system (current to the latest 
                             Software Revision Level);

                      (iv)   Database configuration, structure and content;

                      (v)    Database down loading;

                      (vi)   Program function;

                      (vii)  Stand-alone SCP/HLR operations;

                      (viii) OAM&P and AS Products operations;

                      (ix)   SPARC/OTAF Products and Services and SCP/OTAF Prod-
                             ucts and Services operations and maintenance;

                      (x)    Actiview operations and maintenance;

                      (xi)   Troubleshooting procedures; and

                      (xii)  Other   subject   matter  which  is  necessary  or
                             desirable  to  understand  the  operation  of  the
                             System  and  maintenance  of the System as well as
                             any  enhancements  as they are added to the System
                             and/or any part thereof.

             (c)  Except  for  certain  plug-in  modules  and  certain  Software
delivered  under this  Contract,  the  Vendor  does not  provide,  nor does this
Contract require that the Vendor provide, Training,  training manuals, Operating
manuals  or  Maintenance  and  Instruction  Manuals  intended  to make the Owner
proficient in Installation of any of the Products furnished under this Contract.
In the event that the Vendor  should  elect to provide  training,  documentation
and/or test  equipment  to  facilitate  self-installation  of the  Products by a
Customer purchasing PCS Products from the Vendor, the Vendor agrees to make such
items  available to the Owner under the Vendor's  standard  terms and conditions
for such  offering as they may exist from time to time  subject to the  Vendor's
obligations under Section 26; and

             (d)  Promptly  upon  execution  of this  Contract,  the Vendor will
establish a training coordinator,  whose responsibility will be to work with the
Owner to ensure that the Owner  receives  the  Training  set forth  above.  Such
coordinator (or his or her  replacement)  will continue in such assignment until
the  earlier  of (i) the Final  Acceptance  of the last PCS  System  within  the
Initial System,  or (ii) receipt by the Owner of all of the Training required to
be provided at no cost under this subsection.

             2.23.1  [INTENTIONALLY OMITTED]

             2.23.2 Actiview  Training.  Any Training for Actiview  requested by
the Owner and  provided  by the  Vendor at the prices and terms set forth in the
Actiview  Statement  of Work  will be  provided  by the  Vendor  at the  Owner's
locations as such locations are designated by the Owner to the Vendor.

             2.24  Manuals and  Training.  The  training  and the  documentation
provided  in   connection   herewith,   including,   without   limitation,   all
documentation  provided in CD-ROM format, and pursuant to subsections 2.20, 2.21
and 2.23 will be updated pursuant to and in accordance with all Product upgrades
and/or  modifications  applicable to the System,  any PCS System and/or any part
thereof.

             2.25 Spare Parts.  (a) Prior to the  Substantial  Completion of the
Initial  PCS System the Vendor  and the Owner  will  agree,  pursuant  to and in
accordance with the terms of this subsection 2.25, as to the type,  quantity and
storage location of the spare parts required to continually  operate the Initial
System as intended and in accordance  with the  Specifications.  For a period of
two (2) years  following  Final  Acceptance of each PCS  Sub-System,  the Vendor
will,  if requested  by the Owner,  provide such spare parts at its own expense.
Following the  expiration  of such two (2) year period,  the Vendor will provide
such  spare  parts  pursuant  to  Schedule  12A and at the  prices  set forth on
Schedule 12B. After the expiration of such two (2) year period invoices for such
System  spare  parts will be issued  directly  to the Owner and will be paid for
directly by the Owner in  accordance  with the invoice and payment terms of this
Contract.  Any PCS spare parts  applicable  to the System  utilized or withdrawn
from any PCS System and/or PCS  Sub-System  during such two (2) year period will
be promptly  replaced by the Vendor at its own cost.  With respect to such spare
parts provided at the Vendor's expense,  the Owner expressly agrees that (i) the
Owner will not  utilize  such spare  parts for  increasing  the  performance  or
capacity  of the PCS  Sub-Systems  and/or  PCS  Sub-Systems  for which they were
provided or otherwise  expanding such PCS Sub-Systems  and/or PCS Sub-Systems or
any other PCS systems,  (ii) until any such spare part is drawn from storage and
utilized as a  replacement  in a PCS System  and/or PCS  Sub-System or until the
Owner pays for such spare  part,  title to such spare part will  remain with the
Vendor,  (iii)  risk of loss of or damage to such a spare  part will be with the
Owner from the time of  delivery to the Owner,  and (iv) the Owner will,  at its
expense, return to the Vendor any Item replaced by a spare part delivered to the
Owner pursuant to the terms of this subsection 2.25.

             (b) The Owner has the right to withhold  from its final  payment to
the Vendor with respect to any PCS System and/or PCS  Sub-System an amount equal
to the Owner's  reasonably  estimated  cost of any utilized spare parts for such
PCS System and/or PCS  Sub-System,  as the case may be, not so replaced prior to
Final  Acceptance;  provided that such withheld funds will be released upon such
satisfactory replacement of such spare parts by the Vendor.

             (c) To the extent  that  System PCS spare parts need to be acquired
from third party suppliers, the Vendor will use its reasonable efforts to obtain
from  suppliers a supply of System spare parts at no additional  cost as part of
the original Product package. To the extent that the Vendor is able to so obtain
such System spare parts at no  additional  cost as part of the original  Product
package,  it will provide such System spare parts to the Owner without cost (and
without any charge for the procurement of such spare parts by the Vendor).

             2.26 System Support Services. The Vendor will provide the specified
support services for the operation, maintenance and repair of the System and all
Products  to the  extent  set  forth  herein  below  and at the  Annual  Release
Maintenance Fees.

                      2.26.1  Vendor Assistance.  (a)  Upon receipt of a request
for technical assistance from the Owner, the nature of the problem will be iden-
tified by the Owner, and a priority assigned by the Owner (upon  discussion  
with the Vendor  which in no event will require the  agreement  and/or  consent
of the Vendor) as either an emergency or non-emergency  condition and resolution
thereof will be expedited in accordance with the severity levels set forth be-
low.

             (b)  Following  attempted   corrective  actions  by  the  Owner  in
accordance with applicable  Maintenance and Instruction  Manuals provided by the
Vendor,  when the  Vendor is  notified  by the Owner  that the  System,  any PCS
System,  any PCS  Sub-System  or any part thereof fails to operate in accordance
with the Specifications, the Vendor will promptly commence and diligently pursue
all  reasonable  efforts to identify the Defect or Deficiency  and, in the event
the Vendor has responsibility therefor, to correct such Defect or Deficiency.

             (c) The Vendor's  correction of such Defects or Deficiencies in the
System,  any PCS System, any PCS Sub-System,  or any part thereof,  may take the
form of new software  codes,  new or  supplementary  operating  instructions  or
procedures,  modifications of the software codes in the Owner's  possession,  or
any other  commonly  used  method  for  correcting  Defects or  Deficiencies  in
Software, as the Owner and the Vendor deem appropriate.

             (d)  When  appropriate,   the  Vendor  will  provide  non-emergency
technical support to the Owner via telephone, facsimile transmission,  modem, or
other means acceptable to the Owner during the Owner's normal business hours.

             (e) The Vendor will provide emergency  technical  assistance to the
Owner via an ETA  telephone  number  designated  to the Owner in  advance by the
Vendor,  twenty-four (24) hours per day, three hundred sixty-five (365) days per
year.

             (f) The Vendor will  provide  remote  intervention  and  assistance
capability to the Owner for remotely accessing  operating System Elements.  Upon
mutual agreement  between the Parties,  the Vendor may remotely access operating
System Elements for the purpose of ETA.

                      2.26.2  Trouble Reports.  From time to time, failures in, 
or degradation of, Products may cause services provided by the System to be ad-
versely affected.  It is necessary that  immediate  assistance  be  provided  by
the  Vendor  to allow the Owner to restore the affected  service.  Critical ser-
vice outages that cannot be resolved by the Owner's field technicians or techni-
cal support engineers using procedures described in the Operating  Manuals,  
Maintenance  and  Instruction  Manuals and Training  will be  transmitted  to 
the Vendor as a Trouble  Report  ("TR").  The Vendor  will  assign an  identi-
fying  number to each TR to aid in  tracking  its resolution.  TRs will be imme-
diately  addressed by the Vendor through  Emergency Technical  Assistance under 
guidelines set forth in subsection  2.26.3.  TRs may not be considered  conclud-
ed until the solution is concurred upon by an employee of the Owner within the 
Owner's  operations  control  center  ("OCC").  The root cause of problems  re-
sulting in TRs may be Defects or Deficiencies which must be corrected  through 
Product  or  procedure  changes.  Problems  with the  System requiring  such  
changes  will be  referred  to the Vendor for action  through a Customer  Ser-
vice  Request  ("CSR").  The Vendor is  authorized  by the Owner to install and 
integrate, at the Vendor's expense, any Software Upgrade or Software Enhancement
pursuant to mutual  agreements  reached  between the Vendor and the Owner.



<PAGE>



                      2.26.3  Emergency Technical Assistance.  (a)  When a prob-
lem is encountered that adversely affects  service or  performance  with respect
to the  Products,  any PCS System and/or PCS Sub-System,  the System or any part
thereof, in each case provided by the Vendor,  an Owner  maintenance  techni-
cian will attempt to repair or replace any malfunctioning Product adversely 
affecting such service or performance using the procedures  recommended in the 
Maintenance  and  Instruction  Manuals or the Operating Manuals. If unsuccess-
ful, a technical representative of the Owner will consult the Vendor's  desig-
nated ETA group at the telephone  number  provided by the Vendor in subsection  
2.26.3(c) below.  Following receipt of notification by the ETA group, the ETA 
group will utilize all available  technical resources and will ensure  that a  
qualified  technical  engineer  is  communicating  with the Owner's  personnel  
regarding the problem on average within fifteen (15) minutes of any such  noti-
fication;  provided that no single  response will exceed thirty (30)  minutes.  
If necessary  and  appropriate  the Owner's  technician  will be dispatched to 
assist in the normal change-out of replaceable hardware units.


                      (b)  A problem adversely affecting service that has a 
severity level defined below either as an "E1 Emergency  Condition"  or an 
"E2 Emergency  Condition" is to be addressed under  the ETA  procedures  set 
forth  below in this  subsection  2.26.3  and in subsection 2.26.4.

                 (i)  An E1 Emergency  Condition (this roughly  corresponds to a
                      Critical Condition in the Vendor's ISO 9001 documentation)
                      means  a  problem  resulting  from  any one or more of the
                      following events:

                      o       [          ].

                      The Vendor must clear all E1 Emergency  Conditions  within
                      twelve  (12) hours of  notification  of their  occurrence.
                      Work must continue  without any cessation until the defect
                      causing  the  E1  Emergency  Condition  is  solved  or the
                      severity thereof is reduced to a "P1 Major Condition",  as
                      defined below, or less.

                (ii)  An E2 Emergency  Condition  (this roughly  corresponds  to
                      Severity   1   Conditions   in  the   Vendor's   ISO  9001
                      documentation)  means a problem  resulting from any one or
                      more of the following events:

                      o       [          ].

                      The Vendor must clear all E2 Emergency  Conditions  within
                      twenty-four   (24)  hours  of   notification  of  such  E2
                      Emergency  Conditions.  Work  must  continue  without  any
                      cessation  until  the  defect  causing  the  E2  Emergency
                      Condition  is solved or the  severity  is  reduced to a P1
                      Major Condition or less.

                      (c)  In the event that an E1 Emergency Condition or an E2 
Emergency Condition should remain unresolved  following  referral to the Vendor.
by the Owner,  the problem causing such  condition  must be  reported to the 
levels of  management  set forth below (with  comparable  titles,  if different)
to ensure  all  available  resources necessary  to address the  problem  will be
committed  in  accordance  with the following:

             The following are the reporting levels if an E1 Emergency Condition
or an E2 Emergency  Condition is not resolved  within the time periods set forth
below, as amended from time to time with the reasonable acceptance of the Owner,
following referral thereof to the Vendor by the Owner:

                Vendor Contact           Vendor Contact Name   Telephone Number

One hour    -- Technical Assistance Mgr.  to be designated     to be designated
Two hours   -- Customer Service Director  to be designated     to be designated
Three hours -- Customer Service AVP       R.B. Andrews         (708) 713-1500
Four hours  -- Vice President             R.G. Garriques       to be designated

         (d) If the Owner reasonably determines that the Vendor has not provided
sufficient ETA to resolve any E1 Emergency  Condition or E2 Emergency  Condition
on a timely  basis,  the Owner will be entitled to withhold  all  payments  with
respect to the affected PCS System and/or PCS Sub-System then due or outstanding
prior to the date of such  determination  until  such  time as  adequate  ETA is
provided to the Owner to resolve such Emergency Condition.

         (e) If an E1 Emergency Condition or an E2 Emergency Condition exists in
a PCS System and/or PCS Sub-System  prior to Final Acceptance of such PCS System
or PCS  Sub-System,  as the  case may be,  the  Vendor  will use all  reasonable
efforts to deliver to the Owner each Software Upgrade and each Equipment Upgrade
developed by or on behalf of the Vendor to resolve any E1 Emergency Condition or
E2 Emergency  Condition within  forty-eight  (48) hours following  completion of
development  of  such  Software  Upgrades  or  availability  of  such  Equipment
Upgrades.

         (f) The term  "Non-Emergency  Services" includes providing to the Owner
any requested  technical  assistance and support,  remote  monitoring and outage
review consultation and the handling of CSRs.

         (g) Technical  assistance  and support must be provided for the purpose
of resolving  non-emergency problems defined below as "P1 Major Condition",  "P2
Significant Problem" and "P3 Minor Problem" which are reported to the Vendor.

                    (i)  P1  Major  Condition   (this  roughly   corresponds  to
                         Severity  1   Conditions   in  the  Vendor's  ISO  9001
                         documentation)  means  any  non-emergency   failure  of
                         specific  features or functions of the System,  any PCS
                         System,   any  PCS   Sub-System  or  any  Product  that
                         restricts  its  operations,  but  does not  render  the
                         System,  any  PCS  System,  any PCS  Sub-System  or any
                         Product inoperable, impact traffic capacity or coverage
                         or  require  significant  manual  intervention  for the
                         System,  any  PCS  System,  any PCS  Sub-System  or any
                         Product to operate  properly and in accordance with its
                         applicable  Specifications.  These  events will include
                         loss of diagnostic  capabilities  and loss of reporting
                         functions.  The Vendor will use all reasonable  efforts
                         to use by-pass or  work-around  procedures to alleviate
                         such P1 Major Condition until it is corrected and, upon
                         mutual  agreement  of  the  Parties,  the  Vendor  will
                         resolve  such  P1  Major  Condition   during  the  next
                         available   scheduled  Software  Upgrade  or  Equipment
                         Upgrade.

                    (ii) P2  Significant  Problem (this roughly  corresponds  to
                         Severity  2   Conditions   in  the  Vendor's  ISO  9001
                         documentation) means any non-emergency,  intermittently
                         occurring problem related to specific primary functions
                         or features or any inoperable  secondary functions that
                         do not have a significant adverse effect on the overall
                         performance  of the  System,  any PCS  System,  any PCS
                         Sub-System  or any Product.  The Vendor will  undertake
                         appropriate  and reasonable  efforts to correct such P2
                         Significant Problem.

                    (iii)P3 Minor Problem (this roughly  corresponds to Severity
                         3 Conditions  in the  Vendor's ISO 9001  documentation)
                         means any  non-emergency  problem  that does not affect
                         the  performance  or functions  of the System,  any PCS
                         System, any PCS Sub-System or any Product, and, despite
                         such  problem,  the  System,  any PCS  System,  any PCS
                         Sub-System  or any  Product is fully  operable  without
                         restrictions.   Such  P3  Minor  Problems  may  include
                         documentation  inaccuracies,  cosmetics, minor requests
                         for changes or  maintenance  requests.  The Vendor will
                         undertake appropriate and reasonable efforts to correct
                         such P3 Minor Problem.

         (h) Should a non-emergency  problem remain unresolved for the period or
periods of time set forth below  following  referral to the Vendor by the Owner,
such  problem  must be reported to the levels of  management  set forth below to
ensure all  available  resources  necessary  to  correct  such  problem  will be
committed to address such problem pursuant to the following:

--------------------------------------------------------------------------------
                        REPORTING LEVELS IF NON-EMERGENCY
                             IS NOT RESOLVED WITHIN
-------------------- -------------------- -------------------- -----------------
CONDITION                  30 DAYS             45 DAYS             60 DAYS
-------------------- -------------------- -------------------- -----------------
P1                    Technical Manager     Customer Service    Vice President
Major Condition                               Director
-------------------- -------------------- -------------------- -----------------
P2                                         Technical Manager    Customer Service
Significant Problem                                               Director
-------------------- -------------------- -------------------- -----------------
P3                                                                Technical 
Minor Problem                                                      Manager
-------------------- -------------------- -------------------- -----------------

         Non-emergency problems referred to the Vendor as a CSR will be resolved
based  upon the  priority  assigned  to them as  determined  by the  Owner or as
mutually agreed by the Parties and, to the extent reasonably  possible,  will be
incorporated into the next scheduled Software release.

                  2.26.4  ETA and CSR.  In the event  that  emergency  technical
support provided from the Vendor's technical support center is not sufficient to
resolve an E1 Emergency Condition,  the Vendor must send a technically qualified
person or persons to the site of such  emergency  condition or problem to assist
the  Owner's  employees  in solving  such  condition  or problem.  The  Vendor's
technically qualified person or persons must be on-site as soon as possible, but
in no event more than twenty-four (24) hours after notification to the Vendor by
the Owner, or at such later time as may be mutually agreed on by the Parties. In
the event that emergency  technical support provided from the Vendor's technical
support center is not sufficient to resolve an E2 Emergency Condition,  then the
Parties will  mutually  agree to a desired  course of action,  which may include
requiring  the Vendor to send a technically  qualified  person or persons to the
site of such emergency.

                  A CSR may be  submitted  by the  Owner to  request a repair or
work-around of an emergency  condition or repair of a non-emergency  problem, or
to  request a Software  Upgrade or an  Equipment  Upgrade or other  Software  or
Equipment operational enhancement. The Owner's CSRs will define the condition or
problem  and state  whether  the Owner  considers  the CSR to be for a  Software
Upgrade or an  Equipment  Upgrade or other  Software  or  Equipment  operational
enhancement.  Changes  to the  System,  any PCS  System  or any  PCS  Sub-System
resulting from any CSR must be fully tested and accepted in accordance  with the
Specifications.  The Vendor must respond to the submission of a CSR by the Owner
within five (5) Business Days,  acknowledging  receipt of the CSR. Within thirty
(30) days of receipt of the CSR, the Vendor will respond to the CSR  summarizing
the  Vendor's  intended  actions  to handle  the CSR. A CSR may result in System
fixes or enhancements,  or in Product modifications reasonably acceptable to the
Owner.

                  Notwithstanding  the above, no event, lack of functionality or
failure of the Test-bed Laboratory will be assigned as an E1 Emergency Condition
or E2 Emergency  Condition.  Any such event,  lack of  functionality  or failure
applicable to the Test-bed Laboratory,  which would otherwise be assigned such a
category in accordance with the definitions  above,  will be assigned a P1 Major
Condition.



<PAGE>


--------------------------------------------------------------------------------
         2.27 Supply of  Additional  Products.  During the Initial  Term of this
Contract  and for a period of three (3) years  thereafter,  the Vendor will make
available for purchase by the Owner,  on  applicable  terms and  conditions  set
forth in this Contract or as otherwise mutually agreed between the Parties,  PCS
Products to enable the Owner to expand the System  and/or any PCS System  and/or
any PCS  Sub-System  and/or  any  part  thereof,  which  Products  will  provide
equivalent  functionality for and will be compatible with the System or any such
PCS System or PCS  Sub-System  at such time.  Nothing  herein  will be deemed to
prohibit the Vendor from  designating  any specific PCS Products as Discontinued
Products in accordance with Section 10 of this Contract.
--------------------------------------------------------------------------------

         2.28  Review of  Contract.  The  Vendor  has  examined  in  detail  and
carefully studied and compared the Contract with all other information furnished
by the Owner  and has  promptly  reported  to the  Owner  any  material  errors,
inconsistencies  or  omissions  so  discovered  or  discovered  by  any  of  the
Subcontractors.  The Vendor  will not  prosecute  any Major  Portion of the Work
knowing  that it  involves a material  error,  inconsistency  or omission in the
Contract  without prior written notice to and approval by the Owner.  If for any
reason the Vendor violates this subsection 2.28, the Vendor will, in addition to
being subject to any other remedies of the Owner, assume responsibility for such
violation  and,  in such case,  will be deemed to have  waived any claims for an
adjustment in any of the  Specifications  and/or System  Standards which results
directly from any such error,  inconsistency  or omission.  This subsection 2.28
does not,  nor will be deemed  to, in any manner  limit the terms of  subsection
2.39.

         2.29 Licenses, Permits and Approvals.  Except as otherwise provided for
herein  with  respect to Site  Acquisition,  Microwave  Relocation  and  Network
Interconnection,  any Applicable  Permits (in connection with the Vendor's Work)
required by any  Government  Entity  relating to the  manufacture,  importation,
safety or use of the Products,  the System, any PCS System or any PCS Sub-System
throughout  the  United  States  or in any state or any  political  sub-division
thereof will be the sole responsibility of the Vendor. Prior to the commencement
of any Work and/or other  activities by the Vendor or any of its  Subcontractors
in connection  with or pursuant to this Contract,  upon request of the Owner the
Vendor will furnish the Owner with  evidence that such  Applicable  Permits have
been  obtained  and are in full force and effect to the extent  that  Applicable
Permits are necessary for the  commencement  or undertaking of such  activities,
and from time to time thereafter the Vendor,  upon the reasonable request of the
Owner,  will  provide such  further  evidence as the Owner will deem  reasonably
necessary.

         2.30  Eligibility  under  Applicable Laws and Applicable  Permits.  The
Vendor will be responsible  for ensuring that the Vendor and its  Subcontractors
are and remain  eligible  under all Applicable  Laws and  Applicable  Permits to
perform the Work under this Contract in the various jurisdictions involved.

         2.31 Customs Approvals.  The Owner agrees to reasonably assist, so long
as such  assistance  will not involve the incurrence of any costs or expenses by
the  Owner,  the  Vendor to obtain  and  maintain  (i)  Applicable  Permits  for
importation into the Products on a duty and customs free basis and (ii) entry or
work permits,  visas or  authorizations  required for  personnel  engaged by the
Vendor to perform Work under this Contract.

         2.32  Owner  Participation.  In  addition  to the right of  observation
contained in subsection 9.4 hereof, the Owner will be entitled to participate in
the Vendor's  research and  development  activities  (subject to the  reasonable
acceptance  of the  Vendor)  and  product  development  and  testing  activities
pursuant  to this  Contract  (other than  research  and  development  activities
originated by another  Customer which is  proprietary  to such other  Customer);
provided that such  observation and  participation  will not affect the Vendor's
responsibilities  and warranties hereunder and will not otherwise interfere with
the Vendor's  research and  development  activities.  Nothing  contained in this
subsection 2.32 purports to grant the Owner rights to the Vendor's  research and
development  other than such rights  otherwise  granted to the Owner pursuant to
the terms of this  Contract or as  otherwise  mutually  agreed by the Parties at
such time.

         2.33 New  Development  Advisory  Board.  In order  to  accommodate  the
Owner's participation pursuant to this Contract,  including, without limitation,
pursuant to  subsections  2.11 and 2.32, the Owner and the Vendor will establish
an NDAB within sixty (60) days of the  Effective  Date.  The purpose of the NDAB
will be to  review  the  development  requirements  and high  level  development
milestones,  to ensure that the Vendor understands the Owner's  requirements for
each PCS System, each PCS Sub-System the System,  and/or any extensions thereto,
including, without limitation, any subsequent Products and/or enhancements.  The
NDAB  will  provide  an  executive  forum  to  discuss   product  ideas,   Owner
requirements  and  its  recommended  development   prioritization  for  improved
infrastructure-based  subscriber  features and System  features,  functions  and
capabilities. The focus of the NDAB will be on System features and services, new
PCS  Products,   System  enhancements,   critical  operational  issues,   future
developments  beyond CDMA cellular  without the need for System additions and on
such other matters as the Parties mutually agree upon from time to time.

         2.34  Market  Development  Manager.  The Vendor  will  provide a market
development  manager to  coordinate  the  efforts  of the Vendor in meeting  its
obligations  relating to the NDAB who will  specifically  focus on new Products,
CDMA  services  and   features.   Such  market   development   manager  must  be
knowledgeable  in CDMA  technology and the Owner's System and must work closely,
and on a regularly  scheduled  basis,  with the Owner's senior  engineering  and
marketing personnel on feature development,  feature roll-out,  future road maps
for PCS Products, and any other marketing aspect of providing PCS that the Owner
believes  is  beneficial  to the System  and/or  any PCS  System  and/or any PCS
Sub-System  at such  time.  The  Vendor's  market  development  manager  and the
manager's  staff will serve as the  Owner's  direct  liaison  with the Vendor to
ensure that the Vendor's product  development  teams are focusing on the Owner's
priorities  as  described  to the Vendor by the Owner  from time to time  either
through  the NDAB or by any  other  means  acceptable  to the  Parties.  Nothing
contained  in this  subsection  2.34 will in any way  limit  and/or  modify  the
Owner's  ability to enforce  its rights  under  this  Contract  or to  otherwise
maintain contacts with the Vendor in any other way it sees fit.

         2.35  Further  Assurances.  The Vendor  will  execute  and  deliver all
further instruments and documents,  and take all further action,  including, but
not limited to,  assisting the Owner in filing  notices of  completion  with the
appropriate  state and local lien  recording  offices,  that may be necessary or
that the Owner may reasonably  request in order to enable the Vendor to complete
performance  of the  Work  or to  effectuate  the  purposes  or  intent  of this
Contract.

         2.36  Liens and Other Encumbrances.  (a)  In consideration of the mut-
ual undertakings herein and other good and valuable consideration the receipt 
and sufficiency of which is hereby acknowledged, the Vendor:

               (i)  covenants  and  agrees to  protect  and keep free the System
         and/or  any  PCS  System  and/or  any  PCS  Sub-System  and any and all
         interests and estates  therein,  and all improvements and materials now
         or hereafter placed thereon under the terms of this Contract,  from any
         and all  claims,  liens,  charges  or  encumbrances  of the  nature  of
         mechanics, labor or materialmen liens or otherwise arising out of or in
         connection with performance by any Subcontractor, including services or
         furnishing  of any materials  hereunder,  and to promptly have any such
         lien released by bond or otherwise;

              (ii)  will  give   notice   of  this   subsection   2.36  to  each
         Subcontractor   before  such  Subcontractor   furnishes  any  labor  or
         materials  for  the  System  and/or  any  PCS  System  and/or  any  PCS
         Sub-System; and

             (iii) will make any and all  filings  reasonably  requested  by the
         Owner in order that the Owner may take  advantage of the relevant local
         mechanics' lien waiver  procedures with respect to mechanics'  liens of
         any such Subcontractor.

         (b) If any laborers', materialmen's,  mechanics', or other similar lien
or claim thereof is filed by any Subcontractor,  the Vendor will cause such lien
to be  satisfied  or  otherwise  discharged,  or will  file a bond  in form  and
substance  satisfactory to the Owner in lieu thereof within ten (10) days of the
Vendor's  receipt  of  notice  of such  filing.  If any  such  lien is  filed or
otherwise  imposed,  and the Vendor does not cause such lien to be released  and
discharged forthwith, or file a bond in lieu thereof, then, without limiting the
Owner's  other  available  remedies,  the  Owner  has  the  right,  but  not the
obligation,  to pay all sums  necessary to obtain such release and  discharge or
otherwise  cause the lien to be  removed or bonded to the  Owner's  satisfaction
from funds retained from any payment then due or thereafter to become due to the
Vendor.

         (c) The Owner  reserves  the right to post or place  within  the System
and/or any PCS System and/or any PCS Sub-System notices of non-responsibility or
to do any other act  required  by  Applicable  Law,  to exempt the Owner and the
System from any liability to third parties by reason of any work or improvements
to be performed or furnished hereunder; provided that failure by the Owner to do
so will  not  release  or  discharge  the  Vendor  from  any of its  obligations
hereunder.

         2.37 Forecasting and Ordering. Throughout the Term of this Contract, on
a monthly basis  commencing on the  Effective  Date,  the Owner will provide the
Vendor with rolling  twelve-month  forecasts of its ongoing  Product and Service
requirements. Such forecasts will, to the extent applicable, include, but not be
limited  to, the Owner's  Site  Acquisition,  Switch  Site Ready  Date,  Network
Interconnection and Microwave  Relocation progress to such date. Upon the review
and reasonable  acceptance of such forecasts by the Vendor pursuant to the terms
of this  Contract,  the Owner will have the right,  but not the  obligation,  to
confirm to the Vendor its orders for the Products and Services set forth in such
forecasts  pursuant  to the  Owner's  delivery  to the Vendor of formal  written
orders  specifying  the Products  and/or  Services to be purchased in connection
with  the  terms  of this  Contract.  The  Vendor's  obligation  to  deliver  in
accordance  with  accepted  forecasts  will be subject to receipt of the Owner's
orders in accordance with the applicable ordering procedures. If the Owner fails
to deliver any forecast  pursuant to this  subsection  2.37 for any reason,  the
Vendor  will be  responsible  for  asking  the Owner to  actually  deliver  such
forecast to the extent it requires such forecast at such time.

         2.38 Microwave Relocation; Network Interconnection. (a) The Vendor will
not be responsible for Microwave Relocation within the System.  Unless otherwise
waived by the Owner,  however,  completion of Microwave  Relocation in any given
System Area or System Sub-Area will be a prerequisite to the commencement of the
Substantial  Completion testing to be performed by the Vendor in accordance with
Exhibit B3 in such System Area or System  Sub-Area.  The Owner may at its option
choose instead to modify the System performance criteria as set forth in Exhibit
F by way of a Change  Order in order to account for the failure to fully  and/or
satisfactorily  complete Microwave  Relocation in any such System Area or System
Sub-Area  such  that  Substantial  Completion  testing  in  accordance  with the
requirements of Exhibit B3 may proceed.  Notwithstanding  anything stated herein
to the  contrary  (other  than clause (b) below),  the  Owner's  failure  and/or
inability  to fully  complete  Microwave  Relocation  in any such System Area or
System  Sub-Area  within  twelve  (12)  months of  Milestone  6 (as set forth in
Exhibit A1) (the "Microwave  Delay Period") will entitle the Vendor to otherwise
commence  Substantial  Completion  testing (as deemed applicable and appropriate
pursuant to good faith  mutual  agreement  between the Parties at such time) for
the PCS System or PCS Sub-System in such System Area or System Sub-Area,  as the
case may be, in  accordance  with Exhibit B3.  Pursuant to the  requirements  of
Exhibits  A1, B1 and B3 with  respect  to any PCS  System or any PCS  Sub-System
within the System the Owner may, upon the prior  written  request of the Vendor,
consent (such consent not to be unreasonably  withheld) to extend the scheduling
of the Vendor's  Substantial  Completion  testing by not more than an additional
sixty (60) days  pursuant to Milestone 8 in the event that more than ten percent
(10%) of the System  Element  Sites in such PCS System or PCS  Sub-System as set
forth in the Final  Site  Count for such PCS  System or PCS  Sub-System  require
Vendor  optimization  pursuant to Exhibit B1 that was  otherwise  delayed due to
incomplete Microwave Relocation in such PCS System or PCS Sub-System immediately
prior to the date  scheduled  for  Substantial  Completion  testing  pursuant to
Milestone 8 (as set forth on Exhibit A1).

         (b) The Vendor  will not be  responsible  for  Network  Interconnection
within the System.  In any given System Area or System  Sub-Area,  completion of
Network  Interconnection  in such System Area or System  Sub-Area at least sixty
(60) days (or as  otherwise  mutually  agreed  between the Parties at such time)
prior to Milestone 7 (as set forth on Exhibit A1) will be a prerequisite  to the
Vendor's  obligation  pursuant  to the terms of this  Contract  to  successfully
achieve  Milestone  7 (as set forth in Exhibit A1) in such System Area or System
Sub-Area.

         2.39 Vendor To Inform Itself Fully;  Waiver of Defense.  (a) The Vendor
will be deemed to have notice of and to have fully  examined  and  approved  the
Specifications  and all other  documents  referred to herein,  and all drawings,
specifications,  schedules,  terms and conditions of this Contract,  regulations
and other  information  in  relation  to this  Contract  and/or any  amendments,
modifications or supplements  thereto at any time on or after the Effective Date
and  to  have  fully  examined,  understood  and  satisfied  itself  as  to  all
information  of which the Vendor is aware or should have been aware and which is
relevant  as to the risks,  contingencies  and other  circumstances  which could
affect this Contract and in particular the  installation of the System,  any PCS
System,  any PCS  Sub-System  or any part  thereof.  The Owner,  its  directors,
officers,  employees  and  agents  and all of them have no  liability  in law or
equity  or in  contract  or in tort  with  respect  to any such  specifications,
drawings, information, risks, contingencies or other circumstances.

         (b) The fact  that the  Owner may have  prepared  or taken  part in the
preparation  of  Specifications,   documents,  drawings,  Engineering,  designs,
specifications,   schedules,   terms  or  conditions,  or  may  have  designated
particular  types of Products  and/or  Services  to be  furnished  hereunder  or
designated particular manufacturers or suppliers of Products or Services, or may
have  taken  part  in the  designation  of any  particular  Subcontractor(s)  or
subcontractor(s),  or given  vetoes or approvals  with  respect to the Work,  or
otherwise  become  involved in the Work,  will not give rise to any claim by the
Vendor or any  Subcontractor  or any  defense to any  warranty  or other  claims
asserted  against  the Vendor or any  Subcontractor  to the extent that any such
claim or defense arises out of any specifications, drawings, documents, or other
information,  which  the  Vendor is deemed  to have had  notice of  pursuant  to
subsection 2.39(a) above and with respect to any such information  arising after
the Effective Date which the Vendor had a reasonable opportunity to review.

         2.40 CMI/HIC.  From time to time  throughout  the Term of this Contract
the  Parties may  mutually  agree as to the  incorporation  and  integration  of
CMI/HIC into the System in accordance with Exhibit D.

         2.41 Site Acquisition Delay Testing. In any given System Area or System
Sub-Area within the Initial System,  in the event Site  Acquisition  Substantial
Completion  is delayed  more than one  hundred  and fifty  (150) days beyond the
forecasted date for Site Acquisition  Substantial Completion as set forth in the
M5 Forecast (the "Site  Acquisition  Delay Period")  provided to the Vendor with
the Build Notice applicable to such System Area or System Sub-Area,  as the case
may  be,  due  solely  to the  Owner's  inability  to  achieve  sufficient  Site
Acquisition in such System Area and/or System Sub-Area,  as the case may be, the
Vendor will have the right,  but not the  obligation,  to  commence  Substantial
Completion testing (as deemed applicable and appropriate  pursuant to good faith
mutual  agreement  between  the  Parties  at such  time  but in any  event to be
completed within thirty (30) days of such  commencement) for that portion of the
otherwise incomplete PCS System or PCS Sub-System,  as the case may be, in which
the Vendor has (i) completed all applicable Facilities  Preparation Services and
(ii) fully Installed,  to the extent possible at such time, all such Products to
be Installed by the Vendor or its  Subcontractors on otherwise fully constructed
System Element  Locations  within such PCS System or PCS Sub-System.  Subject to
Section  6,  in the  event  the  Vendor  successfully  completes  such  modified
Substantial  Completion  testing for such  Installed  portion of such  otherwise
incomplete PCS System or PCS Sub-System,  as the case may be, pursuant to and in
accordance with this subsection 2.41 and Exhibit B3, the Vendor will be entitled
to such  portion  of the  payments  that  otherwise  would be made by the  Owner
pursuant to subsection  6.3(b) as applicable only to those Services and Products
actually  provided by the Vendor pursuant to and in accordance with the terms of
this Contract in such portion of the otherwise  incomplete PCS System and/or PCS
Sub-System,  as the case may be,  that was  subject to testing  pursuant to this
subsection 2.41. Nothing contained herein to the contrary will in any way modify
the  Vendor's  obligations  as to the  completion  and testing of the  remaining
portion of such PCS System  pursuant to and in accordance with the terms of this
Contract,  including  but not  limited to the  Project  Milestones  set forth in
Exhibit A1. Nothing contained herein to the contrary will in any way require the
Owner to pay the Vendor amounts already paid or otherwise  provided for pursuant
to any other provision of this Contract.


                              SECTION 3 AFFILIATES

         3.1  Additional  Affiliates.  On a quarterly  basis  commencing  on the
Effective Date and during the term of this Contract, the Owner may, upon fifteen
(15) days' prior written notice to the Vendor, designate any Person who has been
licensed or has access to or rights to use licenses for PCS in the United States
which is not an Initial  Affiliate as an "Additional  Affiliate";  provided that
the  Vendor  will have a  reasonable  opportunity  to review  and  approve  such
designation,  such  approval  not to be  unreasonably  withheld,  based upon (i)
reasonable credit criteria within the context of the PCS industry, (ii) the fact
that such proposed Additional  Affiliate has not in the past materially breached
prior  material  agreements  with the Vendor,  (iii) the fact that the  proposed
Additional  Affiliate  is  not,  at the  time of such  determination,  a  direct
competitor  to the Vendor in the wireless  telecommunications  business and (iv)
the fact that the  proposed  Additional  Affiliate  is not,  at the time of such
determination, otherwise engaged with the Vendor in a material agreement for the
purchase and/or supply of PCS CDMA wireless technology;  and provided,  further,
that (x) the Owner,  any  Partner or any  Initial  Affiliate  has at least a ten
percent (10%) equity ownership in such Person,  (y) such Person is controlled by
or under the common control with the Owner, any Partner or any Initial Affiliate
or (z) there exists  between the Owner and such Person an  Additional  Affiliate
Arrangement.

         3.2  Agreements  with  Initial  Affiliates.  During  the  term  of this
Contract, the Owner will have the right, but not the obligation, to require that
the Vendor enter into separate agreements with any Initial Affiliate  designated
by the Owner (each, an "Initial Affiliate Agreement") for the supply of Products
and  Services on similar  terms and  conditions  as those set forth  herein that
relate to the initial  build-out of the Initial  System as set forth on Schedule
4;  provided  that the Vendor  will not be  required  to include in any  Initial
Affiliate Agreement any provisions  substantially  similar to those set forth in
subsections  2.3(a),  2.5, 2.23 (but only to the extent of the specific  amounts
set forth in such subsection  2.23),  3.1, 3.3, 11.7, 15.1, 21.1, 24.1 and 27.5;
and provided  further that after the date on which Final  Acceptance of the last
PCS System to reach Final Acceptance has occurred,  Initial Affiliate Agreements
(whether  or not  executed  prior to such  date)  need  not  contain  or  retain
substantially  the same terms and  conditions as those set forth herein,  except
for those terms and  conditions  related to pricing and  warranties  as are then
available to the Owner  pursuant to this  Contract.  Any Initial  Affiliate that
enters into an Initial  Affiliate  Agreement with the Vendor will have the right
to choose  among the  Products  and  Services  offered  to the Owner  under this
Contract solely for use within the Nationwide Network.

         3.3  Agreements  with  Additional  Affiliates.  During the term of this
Contract, the Owner will have the right, but not the obligation, to require that
the  Vendor  enter  into  separate  agreements  with  any  Additional  Affiliate
designated by the Owner (each,  an  "Additional  Affiliate  Agreement")  for the
supply of Products and Services at similar price and warranty  terms as are then
available to the Owner pursuant to the terms of this  Contract.  The Vendor must
enter into good faith  negotiations  for the  establishment  of such  Additional
Affiliate  Agreements  with  any such  Additional  Affiliate  promptly  upon the
designation  of such  Additional  Affiliate  by the Owner and upon notice to the
Vendor  that such  Additional  Affiliate  desires  to enter  into an  Additional
Affiliate  Agreement.  Any  Additional  Affiliate that enters into an Additional
Affiliate  Agreement  with the  Vendor  will have the right to choose  among the
Products and Services  offered to the Owner under this  Contract  solely for use
within the Nationwide Network.

         3.4 Affiliate Rights.  Notwithstanding anything herein contained to the
contrary,  Affiliates  will not be  deemed  third  party  beneficiaries  to this
Contract or otherwise have any rights hereunder.  Only the Owner may designate a
Person as an Affiliate in  accordance  with the terms of this Section 3 and only
the Owner has the right  and/or  the  ability to  enforce  any rights  hereunder
against the Vendor.


                            SECTION 4 SUBCONTRACTORS

         4.1 Subcontractors. The Vendor will select Subcontractors in connection
with the performance of the Work such that all Products and Services provided by
any  such   Subcontractors   meet  the  System  Standards  and  reliability  and
performance  requirements  set forth in this Contract.  Regardless of whether or
not the Vendor obtains approval from the Owner of a Subcontractor or whether the
Vendor uses a  Subcontractor  recommended  by the Owner,  use by the Vendor of a
Subcontractor will not, under any  circumstances:  (i) give rise to any claim by
the Vendor against the Owner if such  Subcontractor  breaches its subcontract or
contract  with the  Vendor;  (ii) give  rise to any claim by such  Subcontractor
against the Owner;  (iii) create any contractual  obligation by the Owner to the
Subcontractor;  (iv) give rise to a waiver by the Owner of its  rights to reject
any Defects or  Deficiencies  or Defective  Work;  or (v) in any way release the
Vendor from being solely  responsible  to the Owner for the Work to be performed
under this Contract.

         4.2 The Vendor's  Liability.  The Vendor is the general  contractor for
the Work and remains responsible for all of its obligations under this Contract,
including the Work,  regardless of whether a subcontract or supply  agreement is
made or whether the Vendor  relies  upon any  Subcontractor  to any extent.  The
Vendor's use of  Subcontractors  for any of the Work will in no way increase the
Vendor's  rights or diminish the Vendor's  liabilities to the Owner with respect
to this Contract,  and in all events, except as otherwise expressly provided for
herein, the Vendor's rights and liabilities  hereunder with respect to the Owner
will be as though the Vendor had itself  performed such Work. The Vendor will be
liable for any delays caused by any  Subcontractor as if such delays were caused
by the Vendor.

         4.3 No Effect of Inconsistent Terms in Subcontracts.  The terms of this
Contract will in all events be binding upon the Vendor regardless of and without
regard to the existence of any inconsistent  terms in any agreement  between the
Vendor and any Subcontractor  whether or not and without regard to the fact that
the  Owner  may  have  directly  and/or   indirectly  had  notice  of  any  such
inconsistent term.

         4.4  Assignability of Subcontracts to Owner. Each agreement between the
Vendor and a Subcontractor  must contain a provision  stating that, in the event
that the  Vendor is  terminated  for  cause,  convenience,  abandonment  of this
Contract or otherwise,  (i) each  Subcontractor will continue its portion of the
Work as may be requested by the Owner and (ii) such agreement permits assignment
thereof without penalty to the Owner and, in order to create security interests,
to the Other Vendors, in either case at the option of the Owner and for the same
price and under the same terms and  conditions as  originally  specified in such
Subcontractor's agreement with the Vendor.

         4.5 Removal of Subcontractor or  Subcontractor's  Personnel.  The Owner
has the right at any time to require removal of a Subcontractor  and/or any of a
Subcontractor's  personnel from Work on the System upon  reasonable  grounds and
reasonable  prior notice to the Vendor.  The exercise of such right by the Owner
will have no effect on the provisions of subsections 4.1 and 4.2.

         4.6 Subcontractor Insurance. The Vendor must require its Subcontractors
to  obtain,  maintain  and keep in force  during  the time they are  engaged  in
providing Products and Services hereunder adequate insurance coverage consistent
with  Section  18 and  Schedule 6  (provided  that the  maintenance  of any such
Subcontractor  insurance  will not relieve  the Vendor of its other  obligations
pursuant  to Section 18 and  Schedule  6). The  Vendor  will,  upon the  Owner's
request, furnish the Owner with evidence of such insurance in form and substance
reasonably  satisfactory to the Owner. All such insurance will be subject to the
Owner's approval.  All Subcontractors  must be of bondable financial  condition.
Nothing  herein  will be deemed  to bar the  Vendor  or any  Subcontractor  from
obtaining  such  insurance  on a project  basis  for each of the  Subcontractors
participating in such project.

         4.7 Review and Approval not Relief of Vendor Liability. Any inspection,
review or approval by the Owner  permitted under this Contract of any portion of
the Work by the Vendor or any  Subcontractor  will not relieve the Vendor of any
duties, liabilities or obligations under this Contract, but nothing contained in
this subsection 4.7 will be deemed a bar of any waiver given by the Owner to the
Vendor pursuant to and in accordance with the terms of this Contract.

         4.8  Vendor  Warranties.  Except as  otherwise  expressly  provided  in
Section 17, the  warranties of the Vendor  pursuant to Section 17 will be deemed
to apply to all Work  performed  by any  Subcontractor  as though the Vendor had
itself performed such Work. Except as otherwise specifically provided in Section
17, the Parties agree that such warranties  will not be enforceable  merely on a
"pass-through"  basis. The Owner may, but will not be obligated to, enforce such
warranties of any Subcontractor to the extent that the Owner determines that the
Vendor is not paying and/or  performing its  warranties;  provided that any such
election  by the Owner will not  relieve  the  Vendor  from any  obligations  or
liability with respect to any such warranty.

         4.9 Payment of Subcontractors. The Vendor must make all payments to all
Subcontractors (except in the case of legitimate disputes between the Vendor and
any such Subcontractor  arising out of the agreement between the Vendor and such
Subcontractor) in accordance with the respective  agreements  between the Vendor
and its  Subcontractors  such that  Subcontractors  will not be in a position to
enforce  liens  and/or other  rights  against the Owner,  the System or any part
thereof.


                           SECTION 5 TERM OF CONTRACT

         5.1 Initial  Term.  The initial  term of this  Contract  (the  "Initial
Term") is ten (10)  years  from the  Effective  Date,  subject  to the terms and
conditions of this  Contract  including,  without  limitation,  the  termination
provisions set forth in Section 24.

         5.2 Renewal.  This  Contract is subject to renewal for one year periods
(all such periods plus the Initial Term, the "Term") following the expiration of
the Initial  Term, on the same terms and  conditions  contained  herein,  unless
either Party gives notice to each other Party of its intention not to renew this
Contract  within  ninety (90) days prior to the  expiration  of the then current
Term.

                          SECTION 6 PRICES AND PAYMENT

         6.1 Prices.  The prices for the Work to be  performed  pursuant to this
Contract  (collectively,  the "Contract  Price") are as set forth on Schedules 2
and 3,  subject to the price  variation  provisions  contained  on  Schedule  2.
Notwithstanding  the  prices  set forth on  Schedules  2 and 3 and the  Contract
Price,  the Vendor will  provide  the Owner  credits in  aggregate  value not to
exceed [ ] dollars ($[ ]) to purchase any Products in the following System Areas
(and any and all System Sub-Areas included therein) and in the following amounts
per such System Areas:

                       System Area              Credit Amount

                         Detroit                   $[ ]
                        Milwaukee                  $[ ]
                          Denver                   $[ ]
                        Salt Lake                  $[ ]
                         Spokane                   $[ ]

The Owner is also entitled to additional  purchase  credits of up to [_________]
dollars  ($[__________]) to be applied in the Owner's discretion to the purchase
of any Products in any or all of the above listed  System Areas (and any and all
System Sub-Areas included therein). At any time during the Term of this Contract
that  the  Owner  wishes  to  apply  the  purchase  credits  referenced  in this
subsection  6.1 to any of its  Product  purchases  for the System  Areas  listed
immediately  above,  the Owner must notify the Vendor of its intent to do so and
it  will  be the  Vendor's  sole  responsibility,  throughout  the  Term of this
Contract,  to keep account of the remaining  purchase  credits  available to the
Owner.  Prices for the Work not  otherwise set forth on Schedules 2 or 3, if not
otherwise set forth in this Contract,  will be no greater than the Vendor's best
list prices then in effect at the time of ordering by the Owner (as  established
by the Vendor's  then  applicable  Customer  Price Guide for sales in the United
States) and at discounts  otherwise  provided to the Owner pursuant to the terms
of this Contract.  Notwithstanding the foregoing,  the aforesaid credits may not
be applied to the purchase of any OTAF Products or Services  and/or any Actiview
Products or Services.

         6.2 Price Reduction.  The Contract Price will be reduced by all amounts
saved as a result  of  Engineering  changes  suggested  by the  Owner  which are
incorporated  into the  Specifications  by the Vendor  provided  that the Vendor
reasonably   believes   that  such  changes  will  not  make  it  impossible  or
impracticable  to  comply  with  any of its  obligations  under  this  Contract,
including,   without  limitation,  those  Vendor  obligations  relating  to  the
performance  criteria  applicable to the System. Any reduction in Contract Price
pursuant to the preceding sentence will be agreed upon promptly by the Owner and
the Vendor.  Failure of the Parties to mutually  agree to such price  reductions
within  ten (10) days from the date the Owner  delivered  written  notice to the
Vendor of the need for such  price  reduction  due to  incorporated  Engineering
changes  will  result in the  automatic  reference  of such  matter  to  dispute
resolution in accordance with subsection  23.1.  During the pendency of any such
dispute  resolution prices payable pursuant to subsection 6.1 will be payable by
the Owner to the Vendor at the reduced level pursuant to this subsection 6.2. If
in accordance with subsection 23.1 such dispute  resolution results in a finding
that  such  price  reduction  was not in fact  justified  then  the  Owner  will
reimburse the Vendor the amounts that would  otherwise  have been payable to the
Vendor during the pendency of such dispute resolution.

                  6.2.1 TCU Payments. Notwithstanding anything contained in this
Section 6 to the  contrary,  the Owner will purchase and the Vendor will provide
the first eleven  thousand one hundred  (11,100) TCUs at a price of two thousand
three hundred fifteen dollars ($2,315.00) each. Any additional TCUs purchased by
the Owner in excess of eleven thousand one hundred (11,100) TCUs will be sold by
the Vendor to the Owner for one thousand  five hundred five dollars  ($1,505.00)
each. From July 15, 1997 through  December 31, 1997, the Vendor will provide one
(1) HCU free of charge for every four (4) TCUs purchased by the Owner at the one
thousand five hundred five dollars ($1,505.00) price per unit. At any time after
December 31, 1997,  any TCUs or HCUs  purchased by the owner will be provided at
the prices otherwise set forth in Schedules 2 and 3 to the Contract.

                  6.2.2 Additional  Cabinet Payments.  Notwithstanding  anything
contained  in this  Section 6 to the  contrary,  the Vendor  shall supply to the
Owner at the Vendor's sole cost and expense any and all equipment (including any
and all power supplies, cables, cabinets, T-1 facilities and any other ancillary
equipment),   labor,   materials  and  services,   including   installation  and
de-installation,  in connection  with the supply of  additional  cabinets to the
Owner where a requirement for more than twenty four (24) Channels already exists
or such a requirement  arises before the later of (i) July 15, 1997 and (ii) the
first  general  availability  of any HCU(s) by the  Vendor to the  Owner.  On or
before  November 15, 1997, the Owner will advise the Vendor of its  requirements
concerning  disposition of the TCUs purchased for one thousand five hundred five
dollars  ($1,505.00) each and any additional  cabinets provided by the Vendor to
accommodate  TCUs in excess of the first eleven  thousand  one hundred  (11,100)
TCUs. If the Owner elects to redeploy or retain any such  additional TCUs and/or
cabinets,  the Vendor may invoice the Owner for such additional  Equipment based
upon the applicable  prices set forth in Schedules 2 and 3 to the Contract.  The
Vendor will be responsible for any and all costs arising out of or in connection
with deinstallation and/or removal of any such additional Equipment.

         6.3 Payments.  Except with respect to Facilities  Preparation Services,
RF Engineering,  SCP/HLR Products,  AS Products and Services,  OTAF Products and
Services and Actiview  Products and Services as set forth below,  an invoice may
be submitted to the Owner only after  shipment of a Product or  performance of a
Service.  Invoices for Products  delivered and Services  performed for any given
PCS System or PCS  Sub-System on or prior to Final  Acceptance of the PCS System
and/or PCS Sub-System to which such invoices relate are payable in the following
manner:

         (a)  [__________]  percent of the amount of each  invoice  will be paid
within [__________] days from receipt of the invoice by the Owner;

         (b)  [__________]  percent of the amount of such  invoice  will be paid
within [_________] days from the later of (i) Substantial  Completion of the PCS
System or PCS  Sub-System to which such invoice  relates and (ii) receipt of the
invoice by the Owner;

         (c) subject to  subsection  6.3(d)  below,  [__________]percent  of the
amount of the invoice  will be paid within  [__________]  days from the later of
(i) Final  Acceptance  of a PCS System to which such  invoice  relates  and (ii)
receipt of the invoice by the Owner. The Owner will not be obligated to make any
such Final Acceptance  payment pursuant to this subsection  6.3(c) to the Vendor
for any PCS System or PCS Sub-System within the Initial System, until and unless
the  SCP/HLRs to be  delivered  and  installed  in  accordance  with the SCP/HLR
Specifications  are so delivered and installed and operating in accordance  with
such SCP/HLR Specifications;

         (d)  Notwithstanding  anything  stated  in this  subsection  6.3 to the
contrary,  upon the Final Acceptance of any PCS Sub-System,  the Owner will only
be  required  to pay to the  Vendor  [__________]percent  of the  amount  of the
invoice applicable to such PCS Sub-System within thirty (30) days from the later
of (i) Final  Acceptance of such PCS  Sub-System and (ii) receipt of the invoice
applicable to such PCS Sub-System by the Owner. The Owner will pay the remaining
[__________]  percent  of the  amount  of the  invoice  applicable  to such  PCS
Sub-System  upon the  earlier  of (i)  ninety  (90) days after the date of Final
Acceptance  of such PCS  Sub-System  and (ii) the Final  Acceptance  of the next
succeeding PCS Sub-System within such PCS System; and

         (e) Pursuant to subsection  2.6(d) and provided that any MSCs sought to
be covered hereby have in fact been  installed by the Vendor in accordance  with
subsection 2.6(d), the Owner will pay to the Vendor [__________]  percent of the
price invoiced to the Owner for any MSC within any PCS System within the Initial
System upon the Vendor's successful  achievement of Milestone 5 (as set forth in
Exhibit  A1) in such PCS System and an  additional  [__________]  percent of the
price  invoiced  to the  Owner  for any such MSC  upon the  Vendor's  successful
achievement of Milestone 8 (as set forth in Exhibit A1) in such PCS System.  All
other amounts  payable by the Owner to the Vendor for MSCs within any PCS System
within the Initial System will be otherwise payable in accordance with the terms
of this  Contract  provided  that the Owner  will not be  obligated  to make any
payments to the Vendor for MSCs pursuant to  subsection  6.3(b) to the extent it
made any payments for any such MSCs pursuant to this subsection 6.3(d).

         Notwithstanding the foregoing, (i) invoices for RF Engineering for each
PCS System and/or PCS Sub-System  will be payable in accordance  with subsection
6.4(b) below and (ii) invoices for Facilities  Preparation  Services  within any
PCS  System  may be  submitted  by the  Vendor in  accordance  with the terms of
Exhibit B2 and will be payable by the Owner with respect to each System  Element
Facility  within  thirty (30) days after the date of  acceptance by the Owner of
such  System  Element  Facility  in  accordance  with the terms of  Exhibit  B2.
Payments for third party  manufactured  Products (other than any PCS Products or
any Products  integral to construction  (e.g.,  concrete,  nuts, bolts and other
customary building supplies))  purchased by the Vendor or its Subcontractors for
installation on the Owner's System Element Locations during the course of and as
part of  Facilities  Preparation  Services may be made by the Owner on a current
basis  (but in no event  more  often  than  monthly  during  the  course of such
Facilities Preparation Services) as mutually agreed by the Parties.

                  6.3.1  Additional  Products not in Initial System or Otherwise
Provided for in Section 2.2. Any invoice for Products delivered and installed by
the Vendor and Services performed by the Vendor not otherwise provided for under
this subsection 6.3.1, subsection 2.2(a),  subsection 2.2(b),  subsection 2.2(c)
or as  otherwise  specifically  set forth in this  Contract  will be  payable as
follows:  [__________]  percent  of the  amount of the  invoice  will be payable
within thirty (30) days  following  receipt of such Products by the Owner or the
full performance of the Services by the Vendor and the outstanding  balance will
be payable  upon final  acceptance  by the Owner of the  Products or Services to
which such invoice relates.  Any invoice (not otherwise  provided for under this
subsection  6.3) for Products  delivered by the Vendor but not  installed by the
Vendor to which such  invoice  relates will be payable by the Owner at the level
of  [__________]  percent of the amount of such invoice  within thirty (30) days
from the date of delivery of such  invoice to the Owner.  For any  Services  not
otherwise  covered by the last  paragraph of  subsection  6.3 above,  including,
without limitation,  repair services,  Engineering and Installation Services not
performed pursuant to a combined furnish and install order, and maintenance fees
(including Annual Release  Maintenance  Fees), an invoice will be payable by the
Owner at the level of [__________]  percent of the amount of such invoice within
thirty (30) days from the date of  delivery  of such  invoice to the Owner or as
otherwise mutually agreed in good faith between the Parties. For the purposes of
this last paragraph of this subsection 6.3 any acceptance or "final  acceptance"
relevant  to the  Owner's  obligation  to pay  will be  deemed  to  occur on the
earliest  of (i) the Owner's In Revenue use of such  Products  and/or  Services,
(ii) the Owner's notification of acceptance of such Products and/or Services and
(iii) thirty (30) days  following,  as  applicable,  the Owner's  completion  of
Installation  of the Products  (where the Vendor is not performing  Installation
Services),  without the Owner's  having given notice of  non-acceptance  of such
Products and/or Services.

                  6.3.2 SCP/HLR Payments.  Notwithstanding anything contained in
this  Section 6 to the  contrary,  any invoice for  SCP/HLR  Products  delivered
and/or installed by the Vendor will be payable as follows:  (a) (i) [__________]
percent of the amount of any invoice for SCP/HLR Hardware will be payable within
[________]  days  following  the  installation  by the  Vendor  of such  SCP/HLR
Hardware at the  appropriate  HLR  Designated  Switch Sites,  (ii)  [__________]
percent of the amount of any invoice for SCP/HLR Hardware will be payable within
[_______] days following the Owner's Field Acceptance of such installed  SCP/HLR
Hardware in accordance with the SCP/HLR  Specifications  and (iii) the remaining
[__________]  percent of the amount of any invoice for SCP/HLR  Hardware will be
payable  within  [_________]  days  of the  Owner's  Final  Acceptance  of  such
installed  SCP/HLR Hardware in accordance with the SCP/HLR  Specifications;  and
(b) (i)  [__________]  percent of the amount of any invoice for SCP/HLR Software
will be payable  within  [________]  days of the  Owner's  Field  Acceptance  in
accordance with the SCP/HLR  Specifications and (ii) the remaining  [__________]
percent of the amount of any invoice for SCP/HLR Software will be payable within
[________]  days of the  Owner's HLR Final  Acceptance  in  accordance  with the
SCP/HLR Specifications.

                  6.3.3.  AS Products  Payments.  (a)  Notwithstanding  anything
contained  in this  Section  6 to the  contrary,  any  invoice  for AS  Software
delivered  and/or  installed  by the  Vendor  will be  payable  by the  Owner as
follows:  (i) [__________]  percent of the total price for any AS Software order
for such AS  Software  will be  payable  within  [_________]  days of the  order
placement for such AS Software by the Owner,  (ii)  [__________]  percent of the
amount  of  any  invoice  for  ordered  AS  Software  will  be  payable   within
[__________]  days of the time of  delivery  by the Vendor of such AS  Software,
(iii) [__________]  percent of the amount of any invoice for ordered AS Software
will be payable within [__________] days of AS Functional  Acceptance of such AS
Software,  and (iv) the  remaining  [__________]  percent  of the  amount of any
invoice for ordered AS Software will be payable within  [__________]  days of AS
Final Acceptance of such AS Software.

                           (b) The Vendor may invoice the Owner for  [_________]
percent of the passed-through cost  (without  mark-ups,  add-ons or charges of 
any kind (except as  explicitly provided in Appendix I)) of any third party man-
ufactured AS Equipment  supplied by the Vendor for the AS Software for the AS 
Software  System in accordance with the AS Statement of Work and the Owner will.
be required to pay any such invoice for third-party AS Equipment within [______]
days of the Owner's receipt and reasonable  acceptance thereof. The Vendor may 
invoice the Owner for AS Services (if  applicable)  pursuant to the first sen-
tence of subsection  6.3.1 above.  AS Software  Annual  Maintenance  Services  
will  be  provided  by  the  Vendor  in accordance with the Annual Application 
Software  Maintenance  Services Fees set forth on  Appendix I and such fees will
 be invoiced to the Owner with the Annual Software Release Maintenance Fees.

                  6.3.4  OTAF  Payments.  Any and all  SPARC/OTAF  Products  and
Services  provided by the Vendor to the Owner  pursuant to the OTAF Statement of
Work  will be  provided,  installed  and  tested at the  Vendor's  sole cost and
expense.  Any such  SPARC/OTAF  Products  may be retained  by the Owner,  to the
extent it so chooses in its sole and absolute discretion, upon the provision and
installation of SCP/OTAF Products. The Vendor will be solely responsible for any
and  all  costs  associated  with  the  deinstallation  and/or  removal  of  any
SPARC/OTAF  Products upon the  availability  and provision of SCP/OTAF  Products
pursuant to the OTAF Statement of Work.  Notwithstanding  anything  contained in
this  Section 6 to the  contrary,  any invoice for SCP/OTAF  Products  delivered
and/or  installed  by the Vendor  will be payable as follows:  (i)  [__________]
percent of the  amount of any  invoice  for  SCP/OTAF  Products  will be payable
within  [__________]  days  following  the  installation  by the  Vendor  of the
SPARC/OTAF  Products in the  Test-bed  Laboratory  in  accordance  with the OTAF
Statement of Work,  (ii)  [__________]  percent of the amount of any invoice for
SCP/OTAF Products will be payable within [__________] days following the Owner's
OTAF Field  Acceptance of installed  SPARC/OTAF  Products in accordance with the
OTAF Statement of Work, (iii) [__________]  percent of the amount of any invoice
for SCP/OTAF  Products will be payable  within  [__________]  days following the
delivery of OTAF Software to the Test-bed Laboratory,  (iv) [__________] percent
of the amount of any  invoice  for  SCP/OTAF  Products  will be  payable  within
[__________]  days  following  the Owner's  OTAF Field  Acceptance  of installed
SCP/OTAF  Products in accordance  with the OTAF  Statement of Work,  and (v) the
remaining  [__________]  percent  of the  amount  of any  invoice  for  SCP/OTAF
Products  will  be  payable  within  [__________]  days  of  the  Owner's  Final
Acceptance  of such  installed  SCP/OTAF  Products in  accordance  with the OTAF
Statement of Work.

                  6.3.5  Actiview   Payments.   (a)   Notwithstanding   anything
contained in this Section 6 to the contrary,  any invoice for Actiview  Software
delivered  and/or  installed  by the  Vendor  will be  payable  by the  Owner as
follows:  (i) [__________]  percent of the total price for any Actiview Software
order for such Actiview Software will be payable within [__________] days of the
order  placement  for such  Actiview  Software by the Owner,  (ii)  [__________]
percent of the amount of any  invoice  for  ordered  Actiview  Software  will be
payable within  [__________]  days of the time of delivery by the Vendor of such
Actiview Software,  (iii) [__________]  percent of the amount of any invoice for
ordered Actiview  Software will be payable within  [__________] days of Actiview
Functional  Acceptance  of  such  Actiview  Software,  and  (iv)  the  remaining
[__________]  percent of the amount of any invoice for ordered Actiview Software
will be payable within  [__________]  days of Actiview Final  Acceptance of such
Actiview Software.

                           (b) The Vendor may invoice the Owner for Actiview 
Services (if applicable) pursuant to the  first  sentence  of  subsection  6.3.1
above.   Actiview  Software  Annual Maintenance  Services  will be  provided  by
the Vendor  pursuant  to the Annual Application  Software  Maintenance  Ser-
vices Fees as set forth on Appendix T and such fees  will be  invoiced  to the  
Owner  with the  Annual  Software  Release Maintenance Fees.

         6.4 Payments for Facilities  Preparation Services.  (a) Upon receipt of
payment  from the Owner for  Facilities  Preparation  Services  the Vendor  will
promptly pay each Subcontractor for Facilities  Preparation  Services the amount
to  which  each  Subcontractor  is  entitled  pursuant  to such  Subcontractor's
agreement with the Vendor, based on each  Subcontractor's  portion of such Work.
By appropriate agreement in each Subcontractor's  agreement with the Vendor, the
Vendor will require such  Subcontractor  to make payments to  sub-Subcontractors
and  materialmen  in a similar  manner.  The Owner has no duty or  obligation to
insure the payment of money to a Subcontractor,  sub-Subcontractor,  materialman
or any other third party,  any such payment being the  obligation of the Vendor.
Subcontractors, sub-Subcontractors, materialmen and any other third parties will
not be deemed third party  beneficiaries  of the Owner's  obligations to pay the
Vendor.  On or before  the  Owner's  acceptance  of the  Facilities  Preparation
Services  of any  System  Element  Facility  within  any  given  PCS  System  in
accordance  with the terms of Exhibit B2, the Owner will have  received  details
(in a form reasonably satisfactory to the Owner) of all invoices and charges for
such Facilities  Preparation  Services incurred by the Vendor in connection with
the Facilities Preparation Services for such System Element Facility.

         (b) The Owner  will  make  payment  to the  Vendor  for RF  Engineering
Services  performed by the Vendor  within any given System Area  pursuant to the
terms of this Contract based upon the following: (i) [__________] percent of the
"RF  Engineering  Services  price"  within the  applicable  System  Area will be
payable by the Owner within [__________] days after receiving the Preliminary RF
Design for such System Area  pursuant to Milestone 2 for such System Area as set
forth on Exhibit A1; (ii)  [__________]  percent of the RF Engineering  Services
price  within  the  applicable  PCS System  will be payable by the Owner  within
[__________]  days after the  determination of the Final Site Count and delivery
of the Final RF Design for such PCS System in accordance with subsection 2.6 and
Milestone  5 for  such  System  Area as set  forth  on  Exhibit  A1;  and  (iii)
[__________] percent of the RF Engineering Services price will be payable by the
Owner within the applicable PCS System within  [__________] days of the Vendor's
Installation of the Products for such PCS System in accordance with the terms of
the  Contract  and  Milestone 7 for such System Area as set forth on Exhibit A1.
For the purposes of this  subsection  6.4(b) the term "RF  Engineering  Services
price" will mean the number of System Element  Facilities  within the applicable
PCS System  pursuant to the  build-out of the Initial  System  multiplied by the
Vendor's System Element  Facility RF Engineering  price as set forth on Schedule
3. In any given PCS System and/or System Area the RF Engineering  Services price
will be readjusted  (and any amounts owed to either Party will be reimbursed) at
the point in time that payment would be made for such RF Engineering pursuant to
clause (iii) of this subsection  6.4(b) in accordance with the  determination of
the actual Final Site Count and delivery of Final RF Design  applicable  to such
PCS System.

         6.5 Monthly  Forecasts.  Commencing on the Effective  Date,  the Vendor
will provide the Owner with monthly forecasts of the costs of RF Engineering and
Facilities  Preparation  Services in each PCS System and PCS Sub-System in which
such Services are being provided by the Vendor and/or any of its  Subcontractors
throughout the period that any such Services are being provided  during the Term
of  this  Contract.  The  forecasts  provided  by the  Vendor  pursuant  to this
subsection  6.5 must be in sufficient  detail to reasonably  inform the Owner of
the nature of the costs to be incurred for each of RF Engineering and Facilities
Preparation  Services in each of the PCS Systems  and/or any PCS  Sub-Systems in
which  such  Services  are  being  provided  by  the  Vendor  and/or  any of its
Subcontractors pursuant to the terms of this Contract.

         6.6 No Payment in Event of Material Breach.  Notwithstanding  any other
provision to the contrary contained herein, the Owner will have no obligation to
make any payment with respect to the affected PCS System  and/or PCS  Sub-System
in addition to amounts  previously  paid to the Vendor at any time the Vendor is
in material  breach of this  Contract with respect to such PCS System and/or PCS
Sub-System,  as the case may be, until and unless such breach is cured or waived
by the Owner in accordance with the terms of this Contract.

         6.7  Microwave  Relocation  Delay  Partial  Payments.  In the event the
Vendor has  achieved  Milestone  7 (as set forth on Exhibit A1) within any given
PCS System  and/or PCS  Sub-System,  as the case may be, but there is a delay in
the Owner's  completion  of Microwave  Relocation  in such PCS System and/or PCS
Sub-System,  as the case may be,  pursuant to and in accordance  with subsection
2.38,  then during the Microwave  Delay Period within such PCS System and/or PCS
Sub-System,  as the case may be,  the  Owner  agrees  to pay to the  Vendor  (i)
[__________] percent of the amounts otherwise due to the Vendor under subsection
6.3(b)  on or  before  [_________]  of  such  Microwave  Delay  Period,  (ii) an
additional [__________] percent of the amounts otherwise due to the Vendor under
subsection 6.3(b) on or before  [_____________]  of such Microwave Delay Period,
(iii) an  additional  [__________]  percent of the amounts  otherwise due to the
Vendor under subsection 6.3(b) on or before  [______________]  of such Microwave
Delay Period,  and (iv) any  remaining  amounts  still  outstanding  pursuant to
subsection  6.3(b) on the last day of such Microwave  Delay Period provided that
Substantial  Completion (as deemed  applicable and appropriate  pursuant to good
faith  mutual  agreement  between  the  Parties at such time) of such PCS System
and/or PCS Sub-System, as the case may be, will have been achieved by the Vendor
in accordance with the terms of this Contract and Exhibit B3. Nothing  contained
herein to the contrary  will in any way release the Vendor from its  obligations
or otherwise modify the Vendor's  obligations as to the completion of testing in
accordance  with  Exhibit B3 once  Microwave  Relocation  in such  affected  PCS
System, PCS Sub-System or affected portion of a PCS System and/or PCS Sub-System
has been  successfully  achieved by the Owner.  Nothing  contained herein to the
contrary  will in any way  require the Owner to pay the Vendor  amounts  already
paid or otherwise provided for pursuant to any other provision of this Contract.

         6.8 In Revenue Payments.  At any time during the Site Acquisition Delay
Period or the Microwave Delay Period,  as the case may be, the Owner may, in its
sole discretion,  decide to place the PCS System or PCS Sub-System,  as the case
may be, or any  portion  thereof  which is subject to such delay into In Revenue
Service. In the event the Owner does in fact decide, in its sole discretion,  to
place any PCS System or PCS Sub-System,  as the case may be, or any portion of a
PCS System or PCS Sub-System, as the case may be, into In Revenue Service during
any such Site  Acquisition  Delay Period or Microwave Delay Period,  as the case
may be, the Owner will be  obligated  to pay to the Vendor the  amounts it would
have  otherwise  paid to the Vendor upon the  Substantial  Completion of such In
Revenue PCS System or In Revenue portion of such PCS System, as the case may be,
and the Vendor will be entitled to commence  Substantial  Completion testing for
such In Revenue PCS System or In Revenue  portion of such PCS  System;  provided
that  the  Owner  understands  that  the  Vendor  can  only do such  Substantial
Completion  testing as set forth in Exhibit B3 as is at such time applicable and
appropriate  (pursuant to the good faith mutual agreement of the Parties at such
time) to such In Revenue PCS System or PCS  Sub-System or In Revenue  portion of
such PCS System or PCS Sub-System.  The Parties  expressly  understand and agree
that this  subsection  6.8 will only be  effective  in the event  that the Owner
chooses,  in its sole  discretion,  to place a PCS System,  PCS  Sub-System or a
portion thereof In Revenue during a Microwave  Delay Period or Site  Acquisition
Delay Period,  as applicable to such In Revenue PCS System or In Revenue portion
of such PCS  System or PCS  Sub-System,  as the case may be.  Nothing  contained
herein to the contrary will in any way modify the Vendor's obligations as to the
completion and testing of the remaining incomplete non-In Revenue portion of any
such PCS  System  or PCS  Sub-System,  as the case  may be,  which is  otherwise
partially  In  Revenue  pursuant  to and in  accordance  with the  terms of this
Contract,  including  but not  limited to the  Project  Milestones  set forth on
Exhibit A1. Nothing contained herein to the contrary will in any way require the
Owner to pay the Vendor amounts already paid or otherwise  provided for pursuant
to any other provision of this Contract.


         SECTION 7  ORDERS AND SCHEDULING

         7.1 Initial Commitment. Subject to subsection 7.2 and to subsection 2.6
and the  determination  of the Final Site Count and the delivery of the Final RF
Engineering Plan for each PCS System and PCS Sub-System,  the Parties understand
that the  quantities  of Products and Services  identified  on Schedules 2 and 3
which are  necessary  for the  build-out  by the  Vendor of the  Initial  System
pursuant to the terms and  conditions  of this Contract  constitute  the Owner's
initial purchase commitment under this Contract (the "Initial Commitment").

         7.2 Change  Orders.  The Owner has the right by way of  written  orders
("Change Orders") to request Expansions, other revisions and/or modifications in
the  Work,  including  but not  limited  to the  Specifications,  the  manner of
performance  of the Work or the timing of the  completion of the Work;  provided
that  specific  Change  Orders  will be  submitted  to the Vendor and the Vendor
(subject to the Owner's  agreement)  will be entitled to make  reasonable  price
and/or  Project  Milestone  adjustments  to the  Contract  Price  in the case of
material  modifications.  The Vendor must promptly  notify the Owner of any such
requested  change or  changes  to  Products  which  may  materially  affect  the
operation and/or  maintenance of the System,  any PCS System, any PCS Sub-System
or any part thereof.  The Parties  agree that within  fifteen (15) Business Days
after the Owner's initial request for a Change Order pursuant to this subsection
7.2 they will mutually agree to all aspects of such Change Order which agreement
will be evidenced by a writing executed by an authorized  representative of each
of the  Parties.  In the event the Vendor  refuses  to agree to any such  Change
Order within such fifteen (15) day period then the Vendor will provide a written
notice to the Owner  detailing its reasons for such refusal and if the Owner, at
such time, disagrees with the reasons set forth in such Vendor notice the matter
will then be referred  to dispute  resolution  pursuant  to Section 23.  Nothing
contained in this subsection 7.2 is intended to limit the Vendor's  right,  from
time  to  time,  to  make  suggestions  for  modifications  to the  Work  or the
Specifications  pursuant to and in accordance  with this  subsection 7.2 and the
terms of this Contract,  provided that in any such event the Owner,  in its sole
and  absolute  discretion  pursuant to the terms of this  Contract may refuse to
make  any  such  modification  or  otherwise  agree  to  issue  a  Change  Order
incorporating any such Vendor suggestion.

         7.3  Cancellation.  During the term of this  Contract,  and  subject to
Section 24, the Owner will have the right,  but not the obligation,  at any time
to cancel,  in whole or in part,  any order made  pursuant  to the terms of this
Contract  upon  advance  written  notice  to  the  Vendor.  In  the  event  of a
cancellation  permitted  hereunder,  the  Owner  will  pay to the  Vendor  order
cancellation  charges in accordance with, and pursuant to, the terms of Schedule
11.


         SECTION 8  INSTALLATION

         8.1  Installation.  The Vendor will  furnish  and install the  Products
pursuant to the Project Milestones set forth on Exhibit A and in accordance with
the  requirements  and criteria set forth in Exhibit D. In  accordance  with and
subject to the Project  Milestones set forth on Exhibit A (and the intervals set
forth therein and herein),  the Vendor will complete all Product Installation in
any given PCS System and/or PCS Sub-System in conformance  with the requirements
and criteria set forth in Exhibit D within thirty-two and one-half (32-1/2) days
of completion of the Facilities Preparation Services pursuant to Milestone 6 (as
set forth in Exhibit A1) in such PCS System and/or PCS Sub-System.

         8.2 No  Interference.  The Vendor will  install the  Products and build
each of the PCS  Systems  and PCS  Sub-Systems  so as to cause  no  unauthorized
interference  with or obstruction to lands and thoroughfares or rights of way on
or near which the Installation  work may be performed.  The Vendor must exercise
every  reasonable  safeguard  to avoid  damage to  existing  facilities,  and if
repairs or new construction are required in order to replace  facilities damaged
by the Vendor due to its carelessness,  negligence or willful  misconduct,  such
repairs or new construction will be at the Vendor's sole cost and expense.


         SECTION 9  ACCEPTANCE TESTING AND ACCEPTANCE

         9.1 Acceptance Testing.  The Vendor must carry out the Acceptance Tests
on the Products, the PCS Systems and the PCS Sub-Systems as specified in Exhibit
B3 and each PCS System and PCS Sub-System must successfully  achieve  acceptance
(including  Substantial  Completion and Final Acceptance) in accordance with the
terms of Exhibit B3.

         9.2 Costs and Expenses. The costs and expenses of such Acceptance Tests
will be borne by the  Vendor,  and the Owner  will not be  charged or billed for
such costs and expenses,  except to the extent that such charges or expenses are
not included in the Contract Price pursuant to and in accordance  with the terms
of this  Contract.  If the  Acceptance  Tests  performed  by the  Vendor are not
satisfied  in  accordance  with the relevant  requirements  of Exhibit B3 or are
otherwise  inconclusive in the reasonable  judgment of the Owner, the Owner will
have the right to order further Acceptance Tests at the sole cost and expense of
the Vendor.

         9.3  Notification.  The Vendor  will notify the Owner at least ten (10)
days prior to the performance of any Acceptance Tests.  Prior to or at the first
practicable  date  after such  notification,  the Vendor and the Owner will each
agree  upon  and  approve  any test  forms to be used as part of the  particular
Acceptance Test being conducted.

         9.4 Presence at  Acceptance  Tests.  The Owner and its  representatives
will be  permitted to witness and have  unrestricted  access to the Vendor's and
its  Subcontractors'  Acceptance  Tests,  provided  that  no  such  access  will
materially  interfere  with or cause undue delay of the Vendor's  Work.  Nothing
herein will be deemed to require the Vendor to reimburse the Owner for any costs
incurred  by the  Owner  in  the  Owner's  participation  in or  observation  of
Acceptance  Tests or other  tests  performed  by the Vendor  pursuant  to and in
accordance with the terms of this Section 9.

         9.5 Correction of Defects. (a) If any Acceptance Test is not satisfied,
the Vendor will, at its sole cost and expense, (i) in writing,  notify the Owner
of such failure,  and (ii) promptly  correct  whatever  Defects or  Deficiencies
caused such  Acceptance  Test not to be satisfied.  After such  correction,  the
Vendor must (i) repeat at its sole cost and expense the failed  Acceptance Tests
and as many other  Acceptance Tests as are necessary to ensure in the reasonable
opinion of the Owner  that such  correction  made by the  Vendor  would not have
affected the outcome of such other Acceptance Tests, and (ii) in writing, notify
the  Owner  as to what  correction  was  made and  what  Acceptance  Tests  were
repeated.

         (b) If Final  Acceptance of a PCS System and/or PCS Sub-System,  as the
case may be, cannot be achieved after Substantial  Completion of such PCS System
or PCS Sub-System  (provided that the Vendor will have fully built-out the Final
RF Engineering  Plan in accordance  with the Final Site Count in accordance with
the terms of this Contract)  because such PCS System or PCS  Sub-System,  as the
case may be,  fails to meet  applicable  performance  criteria  as set  forth in
Exhibit  F, but would do so with only the  implementation  and  installation  of
additional Base Stations at additional  System Element  Locations over and above
the Final Site Count for such PCS System or PCS Sub-System,  as the case may be,
the Owner  will have the  right,  in its sole and  absolute  discretion,  to (i)
finally  accept such PCS System  and/or PCS  Sub-System,  as the case may be, in
which case the Parties will mutually agree in good faith on revised  performance
criteria  for such PCS  System  or PCS  Sub-System,  as the case may be, or (ii)
require the Vendor to continue to work (in which case Final  Acceptance  of such
PCS  System  or PCS  Sub-System,  as the  case  may be,  will be  delayed  until
completion  of the work and  testing  contemplated  herein and in Exhibit B3) to
cause such PCS System or PCS  Sub-System,  as the case may be, to perform at the
applicable  levels of the then  existing  performance  criteria  as set forth in
Exhibit F, in which case, the required  additional  Base Stations and additional
System Element Locations will be treated as provided for in subsections  17.5(c)
and 17.10. Any additional Base Station(s) paid for by the Owner pursuant to this
subsection  9.5(b)  (which would only have to be paid for  (including  any costs
associated  with the  installation  thereof)  by the Owner  upon the  subsequent
achievement  of Final  Acceptance  by the Vendor in  accordance  with Exhibit B3
which  such  payment  will be made  with the  payments  otherwise  made on Final
Acceptance  pursuant to Section 6) will be offset against the number of new Base
Stations that may  subsequently  be for the account of the Owner pursuant to the
terms of  subsection  17.5(c).  If the Parties are unable to agree upon  revised
performance  criteria  as  provided  in clause  (i) above,  the  matter  will be
resolved in accordance with the provisions of subsection 23.3.

         9.6  Acceptance  Certificate.  Upon the  successful  completion  of the
Acceptance  Tests for a PCS System,  and/or a PCS Sub-System or any part thereof
conducted  by the  Vendor,  the Vendor  must  submit to the Owner an  Acceptance
Certificate  certifying  that (i) such Acceptance  Tests have been  successfully
completed,  (ii) the Work so tested has been  completed in  accordance  with the
terms of this Contract, and (iii) if applicable,  that the remainder of the Work
is continuing in accordance with the Project  Milestones set forth on Exhibit A.
Upon its reasonable satisfaction that such Acceptance Certificate is correct and
complete,   the  Owner  will  acknowledge  such  certification  by  signing  the
Acceptance  Certificate.  In the event of any  dispute as to the  results of any
Acceptance  Tests,  such  dispute  will  be  resolved  pursuant  to the  dispute
resolution mechanisms set forth in Section 23 including, but not limited to, the
Third Party Engineer review mechanism set forth in subsection 23.3.

         9.7 AS Acceptance Testing and Acceptance. (a) After installation of the
AS  Software,  or any part  thereof as set forth in  Appendix  K, the Owner will
carry out  Functional  Acceptance  Tests in  accordance  with the  provisions of
Appendix K, testing the  compliance  of the AS Software with the AS Statement of
Work.  The Owner will  start the AS  Functional  Acceptance  Tests no later than
seven (7) days  after  installation  of such AS  Software  and  complete  the AS
Functional  Acceptance Tests no later than fourteen (14) days after installation
of such AS Software.

         (b) After such AS  Software  has  successfully  passed  the  Functional
Acceptance  Tests,  the Owner  will  commence  the AS Final  Acceptance  Test in
accordance  with the  provisions  of  Appendix  K. The  duration of the AS Final
Acceptance Test shall be thirty (30) days after successful  completion of the AS
Functional Acceptance Test.

         (c) If the Owner fails to conduct  either the AS Functional  Acceptance
Tests or the  Final  Acceptance  Test  within  the  time  periods  set  forth in
subsections  9.7(a) and 9.7(b),  the AS Software shall be deemed to have met the
Acceptance  Test  criteria on the last day of the time period  allotted  for the
applicable AS Acceptance Test.

         (d) The costs and expenses of the AS Acceptance  Tests will be borne by
the Owner. Upon request of the Owner, the Vendor will provide reasonable support
to the  Owner  during  the AS  Functional  Acceptance  Tests  and  the AS  Final
Acceptance Tests.

         (e) If the AS Acceptance Tests show that the AS Software  complies with
the AS  Statement  of Work,  such AS  Software  will be accepted by the Owner by
confirming the results in a written report.

         (f) If any AS Acceptance  Test is not satisfied,  the Owner will (i) in
writing,  notify the Vendor of such  failure,  and (ii) the Vendor will promptly
correct whatever  Defects or Deficiencies  caused such AS Acceptance Test not to
be satisfied. After such correction, the Vendor must (i) repeat at its sole cost
and expense the failed AS Acceptance Tests and as many other AS Acceptance Tests
as are  necessary  to ensure in the  reasonable  opinion  of the Owner that such
correction  made by the Vendor would not have affected the outcome of such other
AS Acceptance Tests, and (ii) in writing, notify the Owner as to what correction
was made and what AS Acceptance  Tests were  repeated.  Nothing stated herein to
the  contrary  will in any way limit the  Owner's  right to  liquidated  damages
pursuant to subsection  15.8 or other  remedies under this Contract in the event
the Vendor fails to deliver AS Products in accordance  with the  requirements of
Appendix G on the dates originally scheduled for such deliveries.

         (g) Minor Defects and shortcomings not affecting the operational use of
any part of the AS Software  shall not give rise to  withholding  the acceptance
provided that the Vendor  undertakes to remedy such Defects and  shortcomings as
soon as reasonably possible, pursuant to the procedures described in Appendix K.

         9.8 Actiview Acceptance Testing and Acceptance.  (a) After installation
of  Actiview  Software  as set forth in  Appendix  S, the Owner  will  carry out
Actiview  Functional  Acceptance  Tests in  accordance  with the  provisions  of
Appendix S, testing the  compliance  of the Actiview  Software with the Actiview
Statement of Work. The Owner will start the Actiview Functional Acceptance Tests
no later than thirty (30) days after  installation of such Actiview Software and
complete the Actiview Functional  Acceptance Tests no later than sixty (60) days
after installation of such Actiview Software.

         (b) After the Actiview  Software has  successfully  passed the Actiview
Functional  Acceptance  Tests,  the  Owner  will  commence  the  Actiview  Final
Acceptance  Test in accordance  with the  provisions of Appendix S. The Actiview
Final Acceptance Test shall be thirty (30) days after  successful  completion of
the Actiview Functional Acceptance Test.

         (c) If the  Owner  fails to  conduct  either  the  Actiview  Functional
Acceptance  Tests or the Actiview Final Acceptance Tests within the time periods
set forth in subsections 9.8(a) and 9.8(b), the Actiview Software will be deemed
to have met the Actiview  Acceptance  Test  criteria on the last day of the time
period  allotted for the  applicable  Actiview  Acceptance  Test unless any such
delay is caused by or due to an act or omission of the Vendor and/or a Defect in
the Actiview Software.

         (d) The Owner will be  responsible  for the costs and  expenses  of the
Actiview  Acceptance  Tests. The Vendor will provide the support services to the
Owner set forth in the Actiview Statement of Work.

         (e) If the  Actiview  Acceptance  Tests  show that any of the  Actiview
Software  complies with the Actiview  Statement of Work, such Actiview  Software
will be accepted by the Owner by confirming the results in a written report.

         (f) If any Actiview  Acceptance  Test is not satisfied,  the Owner will
(i) in  writing,  notify the Vendor of such  failure,  and (ii) the Vendor  will
promptly  correct   whatever  Defects  or  Deficiencies   caused  such  Actiview
Acceptance Test not to be satisfied.  After such correction, the Vendor must (i)
repeat at its sole cost and expense the failed Actiview  Acceptance Tests and as
many  other  Actiview  Acceptance  Tests  as  are  necessary  to  ensure  in the
reasonable  opinion of the Owner that such  correction  made by the Vendor would
not have affected the outcome of such other Actiview  Acceptance Tests, and (ii)
in writing,  notify the Owner as to what  correction  was made and what Actiview
Acceptance  Tests were  repeated.  Nothing stated herein to the contrary will in
any way limit the Owner's  right to  liquidated  damages  pursuant to subsection
15.10 or other  remedies  under the  Contract  in the event the Vendor  fails to
deliver  Actiview  Products in accordance with the requirements of Appendix U on
the dates originally scheduled for such deliveries.

         (g) Minor Defects and shortcomings not affecting the operational use of
any part of the  Actiview  Software  shall  not  give  rise to  withholding  the
acceptance  provided  that the Vendor  undertakes  to remedy  such  Defects  and
shortcomings  as  soon  as  reasonably  possible,  pursuant  to  the  procedures
described in Appendix S.


         SECTION 10  DISCONTINUED PRODUCTS

         10.1 Notice of  Discontinuation.  During the Term of this  Contract the
Vendor agrees to provide the Owner, or the respective Affiliates as the case may
be, except under  extraordinary  circumstances not less than one (1) year notice
before the Vendor discontinues accepting orders for a PCS Product ("Discontinued
Products") sold under this Contract.  Where the Vendor offers a product for sale
that is equivalent in form, fit and function in accordance  with and pursuant to
the  Specifications,  the  notification  period may vary but in no event will be
less  than  the  applicable   notice  period  set  forth  in  subsection   2.17.
Notwithstanding the foregoing,  the Vendor will not discontinue accepting orders
for any PCS Product applicable to or otherwise used in the System or any portion
thereof  until and unless the Vendor and the Owner have  agreed  upon a mutually
acceptable  transition  plan  that  takes  into  account  the  Owner's  and  its
Affiliates' existing investment in the Item scheduled for discontinuance subject
to the  minimum  terms and  conditions  set forth in  subsections  10.2 and 10.3
below.  The Parties'  failure to reach agreement  within sixty (60) days or such
other  reasonable time as they may mutually  establish will, upon the request of
either Party, be referred for resolution pursuant to Section 23. In the event of
the foregoing, the Vendor must continue to furnish PCS Products fully compatible
with the System  Elements  within the System at such time during the Term of the
Contract;  provided that nothing  herein will bar the Vendor from  discontinuing
individual  Items of PCS Products as provided in and pursuant to this subsection
10.1.

         10.2  Discontinuation  During Warranty Period.  If, during the Warranty
Period applicable to the relevant  Discontinued  Product pursuant to Section 17,
the Vendor does not make such Discontinued  Products available to the Owner, the
price of any Products provided as a replacement for the Discontinued  Product by
the Vendor and required to be purchased by the Owner during such Warranty Period
to replace  existing  Discontinued  Products  delivered to the Owner in order to
maintain performance and functionality equivalent to that previously provided by
the Discontinued Products will be discounted by an amount equal to fifty percent
(50%) of the price previously paid for such Discontinued Products.

         10.3  Discontinuation  After  Warranty  Period.  In the event  that the
Vendor discontinues the manufacture of a Product following the expiration of the
applicable  Warranty  Period and the Owner is  required  to replace an  existing
Discontinued  Product  with a new Product in order to maintain  performance  and
functionality,  the  Owner  will  receive  a credit  in an  amount  equal to the
percentage  set forth  below  multiplied  by the  purchase  price  paid for such
original Product, which credit will be applied against the Vendor's then-current
list price for a replacement for such  Discontinued  Product;  provided that the
credit will not exceed the Vendor's  then-current best list price (as determined
by the  Customer  Price  Guide)  for such  replacement  Product  subject  to the
discounts  available to the Owner  pursuant to Section 26 and the other terms of
this Contract:

        (i)  up to and including one year following expiration of the
                applicable Warranty Period:  40%;

        (ii) more than one year and up to and including two years following
                expiration of the applicable Warranty Period:  30%; and

        (iii)more than two years and up to and including three years following
                expiration of the applicable Warranty Period:  20%.


                  SECTION 11 SOFTWARE; CONFIDENTIAL INFORMATION

         11.1  RTU   License.   The  Owner  is  hereby   granted  a   perpetual,
non-exclusive,  non-transferable  (except as set forth in  subsections  11.4 and
27.4),  fully paid-up,  multi-site  (capability to have deployed Software in any
number of sites)  right to use  license for the  Software  ("RTU  License"),  to
operate the Products provided in each of the PCS Systems and/or PCS Sub-Systems,
as the case may be, and the System as a whole, subject to payment of any license
fees in accordance with the terms of this Contract. Except as otherwise provided
herein, the Owner is granted no title or ownership rights to the Software.  Such
rights  will  remain  with the  Vendor,  its  Subcontractors  or  suppliers,  as
appropriate.  The RTU License granted hereunder  includes and is deemed to cover
any  Affiliate  of the Owner to the extent  such  Affiliate  is (i)  developing,
constructing and/or operating a PCS system and (ii) seeking to access and/or use
the Products and Services available on or as a part of the Owner's System.

         11.2  Owner's Obligations.  The Owner agrees that the Software, whether
or not modified, will be treated as proprietary to the Vendor, its Subcontrac-
tors or its suppliers, as appropriate and the Owner will:

         (a) Utilize the Software  solely in conjunction  with the System and/or
any PCS System or any PCS Sub-System; provided that the Vendor acknowledges that
the Software will be integrated  across  interfaces with systems,  equipment and
software  provided by other suppliers and customers  including,  but not limited
to, the Other Vendors;

         (b) Ensure that all copies of the Software will, upon any  reproduction
by the Owner  authorized  by the Vendor  and  whether or not in the same form or
format as such  Software,  contain  the same  proprietary,  confidentiality  and
copyright  notices or legends  which  appear on the Software  provided  pursuant
hereto; and

         (c)  Hold  secret  and  not  disclose  the  Software  (or,  subject  to
subsection 27.19,  interfaces to or with such Software) to any person, except to
(i) such of its employees,  contractors,  agents or Affiliates that are involved
in the  operation or  management  of the System and/or any PCS System or any PCS
Sub-System  and need to have  access  thereto  to fulfill  their  duties in such
capacity,  or (ii)  other  Persons  who  need to use  such  Software  to  permit
integration of the System and/or any PCS System and/or any PCS  Sub-System  with
systems and software of other suppliers and customers including, but not limited
to, the Other  Vendors;  provided  that such  Persons  agree,  or are  otherwise
obligated, to hold secret and not disclose the Software to the same extent as if
they were subject to this Contract.

         (d)  When and if the  Owner  determines  that it no  longer  needs  the
Software or if the Owner's  license is  canceled or  terminated  pursuant to the
terms of this  Contract,  return  all copies of such  Software  to the Vendor or
follow reasonable written  disposition  instructions  provided by the Vendor. If
the Vendor  authorizes  disposition  by erasure or  destruction,  the Owner will
remove from the medium on which Software resides all electronic  evidence of the
Software,  both original and derived,  in such manner that  prevents  subsequent
recovery of such original or derived Software.

         11.3  Backwards  Compatibility.  (a)  In  addition  to  the  warranties
contained in Section 17 of this  Contract,  the Vendor  represents  and warrants
that each  Software  Revision  Level  during the Term of this  Contract  will be
Backwards  Compatible  with all existing  in-service  Equipment  provided by the
Vendor and the immediately  preceding  Software  Revision Level of such Software
made available to Customers by the Vendor.

         (b) In the event  that  Software  supplied  by the Vendor at any System
Element Site at any time does not provide Backwards Compatibility as required by
this subsection 11.3, then the Vendor will provide, without charge to the Owner,
the most current  Software  Updates of the Software to each such System  Element
Location, and otherwise take such steps as may be necessary to achieve Backwards
Compatibility.

         11.4  Transfer  and  Relocation.  (a) Except as provided in  subsection
27.4,  where the Owner or any successor to the Owner's title in the Products (i)
elects to  transfer a Product to a third  party,  and where  such  Product  will
remain in place and  operational for the purpose of continuing to provide PCS in
the  franchise  area in which  such  Product  is  installed,  or (ii)  elects to
transfer Products to an Affiliate for reuse within the United States,  the Owner
may transfer its RTU License for the Software  furnished under this Contract for
use  with  such  Product,   without  the  payment  of  any  additional  Software
right-to-use fees by the transferee, but only under the following conditions:

                  (A)      The  right to use such  Software  may be  transferred
                           only  together with the Products with which the Owner
                           has a right to use such  Software,  and such right to
                           use the Software  will  continue to be limited to use
                           with such Products;

                  (B)      Before any such  Software is  transferred,  the Owner
                           will  notify  the  Vendor  of such  transfer  and the
                           transferee  will have  agreed in  writing  (a copy of
                           which  will be  provided  to the  Vendor) to keep the
                           Software   in   confidence   and   to   corresponding
                           conditions  respecting possession and use of Software
                           as those imposed on the Owner in this Contract; and

                  (C)      The  transferee  will have the same right to Software
                           warranty and Software  maintenance  for such Software
                           as the transferor,  provided the transferee continues
                           to pay the fees,  including  recurring  fees, such as
                           Annual Release  Maintenance Fees, if any,  associated
                           with such Software warranty or maintenance.

         (b) Except as provided in subsection  11.4(a) or subsection  27.4,  and
except as may otherwise in this Contract be provided expressly, the Owner or any
successor to the Owner's  title in the  Products  will have no right to transfer
Software  furnished by the Vendor under this Contract without the consent of the
Vendor.  If the Owner or such successor  elects to transfer a Product  purchased
under this  Contract for which it does not under this Contract have the right to
transfer  related  Software,  the Vendor agrees that upon written request of the
transferee of such Product,  or of the Owner or such successor,  the Vendor will
not without  reasonable  cause fail to grant to the  transferee a license to use
such Software with the Products,  whether to be located within the United States
or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal
to fifty  percent (50%) of the license fee for the Software  originally  paid by
the Owner to the Vendor at the time of the  original  purchase  of the  Software
from the Vendor;  provided  that such  relicensing  fee will in no event  exceed
fifteen  percent (15%) of the price paid by the  transferee to the Owner for the
Product with respect to which such Software is used.

         11.5 Survival. The obligations of the Owner under the Software Licenses
will  survive  the  termination  of this  Contract,  regardless  of the cause of
termination.

         11.6  Access to Source  Codes.  The Vendor  grants the Owner a right to
access the Source Code and to modify the Software  (the "RTM  License")  for the
maintenance, enhancement and support of those Products purchased from the Vendor
and owned or operated by the Owner under the following  circumstances which will
be set forth in the Escrow Agreement:

         (a) If the Vendor becomes insolvent, makes a general assignment for the
benefit of creditors, files a voluntary petition in bankruptcy or an involuntary
petition in bankruptcy is filed against the Vendor which is not dismissed within
sixty (60) days,  or suffers or permits the  appointment  of a receiver  for its
business,  or its assets become subject to any proceeding  under a bankruptcy or
insolvency  law,  domestic or foreign,  or has liquidated  its business,  or the
Vendor,  or a business unit of the Vendor that is responsible for maintenance of
the Software,  ceases doing business without providing for a successor,  and the
Owner has reasonable  cause to believe that any such event will cause the Vendor
to be unable to meet its warranty service or support requirements hereunder; or

         (b) If it is determined,  pursuant to the dispute resolution mechanisms
set forth in  subsection  23.1,  that the Vendor,  its  assignee or designee has
failed,  or is unable,  to provide the warranty service or support of the System
and/or any PCS System and/or any PCS Sub-System contemplated by this Contract.

         11.7 Escrow Agreement.  The Vendor agrees,  at the Owner's request,  to
become party to a Source Code escrow  agreement (the "Escrow  Agreement")  which
will  allow the Owner to obtain  access to the  applicable  Source  Codes in the
circumstances set forth in subsection 11.6 and such Escrow Agreement.  The Owner
will  pay all  costs,  including  the  Vendor's  reasonable  costs  incurred  in
gathering,  organizing and  delivering  such Source Code,  associated  with such
Escrow Agreement. The Vendor represents, warrants and agrees that (i) the Source
Codes  delivered  into  escrow in  accordance  with the  Escrow  Agreement  will
comprise the full Source Code  language  statement  of the Software as used,  or
required to be used,  by the Vendor to maintain or modify the System  and/or any
PCS System  and/or any PCS  Sub-System  without the help of any other  Person or
reference  to any other  material,  (ii) such  Source  Codes  will  include  all
versions thereof from the date of initial creation,  and (iii) such Source Codes
must be kept up to date,  including  all updates  needed to maintain  compliance
with the Specifications and the System Standards.  In addition, all parts of the
Source  Codes  from  the  date of  creation  thereof,  and all  updates  thereto
(including,  without limitation, those that are necessary to maintain compliance
with the  Specifications)  must be delivered into escrow in accordance  with the
Escrow Agreement; provided that the Vendor will not be required to update and/or
deliver  into  escrow  any  updates  of any Owner  Software  modifications  made
pursuant to subsections 12.5, 12.6 or 12.7.

         11.8 Software Maintenance.  The Vendor represents and warrants that the
Software  delivered  to  the  escrow  agent  pursuant  to  subsection  11.7  for
redelivery  to the Owner  pursuant  to the  Escrow  Agreement  will be in a form
suitable  for  reproduction  by the Owner and will  include the full Source Code
language  statement  of the Software as used by the Vendor  sufficient  to allow
maintenance and modification.

         11.9  Custom Development.

                  11.9.1 Request for Custom Material. (a) From time to time, the
Owner may have requirements for custom Software (including,  but not limited to,
development  of  identified  features or  modifications  to Software or Software
Enhancements) or custom development of Equipment (including, but not limited to,
development of identified  features or  modifications  to Equipment or Equipment
Enhancements)  to be provided by the Vendor  under this  Contract  (the  "Custom
Material").  If the  Owner  has a  requirement  for  Custom  Material  that is a
specific  enhancement or  modification  of a previously  licensed  feature or of
previously purchased Products,  the Owner will identify to the Vendor in writing
a summary of any such proposed development of Custom Material. Such summary will
provide a description of any proposed Custom  Material  sufficient to enable the
Vendor to determine  the general  demand for, and its plans,  if any, to develop
the same or similar  Products.  The Vendor will respond to such  summary  within
thirty (30) days after  receipt  thereof  and  indicate if it has the ability to
fulfill  a  subsequent  Request  for  Proposal  ("RFP")  from the Owner for such
development of Custom Material. The Owner acknowledges that the Vendor will have
no obligation to develop any proprietary materials for Owner.

         (b) If the Vendor  decides that it does not have the technical  ability
or  the  capacity  to  fulfill  a  subsequent  RFP  for  such  Custom   Material
development,  the Vendor's  response  pursuant to subsection  11.9.1(a) will (i)
provide the Owner an  explanation of why it cannot fulfill such RFP and (ii) use
reasonable  diligence to work with the Owner to identify an  alternative  source
for such development  reasonably acceptable to the Owner. In determining whether
the Vendor has the  technical  ability or the  capacity to fulfill the RFP,  the
Vendor may  consider  factors  including,  but not limited to, (1) the  Vendor's
likelihood of recovering  its costs for  performing  such  development,  (2) the
impact of such  development on the Vendor's  actual  outstanding  commitments to
perform work for other Customers and to pursue strategic development activities;
and (3)  whether the Vendor can perform  the work  utilizing  existing  software
development staff without stopping work underway.

         (c) If the  Vendor  fails to agree to a  request  for  Custom  Material
development  pursuant to the terms of this  subsection 11.9 then the matter may,
at the Owner's option, be referred to dispute resolution pursuant to Section 23.

                  11.9.2 Vendor Response. After reviewing an RFP issued for such
Custom  Material,  the Vendor will respond to the Owner within thirty (30) days,
unless  otherwise  agreed by the Parties,  stating the terms and conditions upon
which the Vendor would be willing to undertake such development,  including, but
not limited to, a listing of specifications, custom development charges, planned
license fees and a proposed delivery schedule.

                  11.9.3 Ownership of Intellectual Property. The Vendor will own
all forms of  intellectual  property  rights  (including,  but not  limited  to,
patent,  trade secret,  copyright and mask rights)  pertaining to Products,  and
will have the right to file for or otherwise secure and protect such rights. The
foregoing  notwithstanding,  the Parties  understand and agree that from time to
time the Owner may devise,  develop or otherwise  create ideas or other concepts
for  services or new  products  which are  patentable  or  otherwise  capable of
receiving  protection from  duplication.  In such event, the Owner will have the
right to patent or otherwise  protect such ideas or concepts for its own use and
benefit.


                           SECTION 12 SOFTWARE CHANGES

         12.1 Annual  Release  Maintenance  Fees.  So long as the Owner pays the
applicable Annual Release  Maintenance Fees in accordance with the terms of this
Contract  during the Term  (including  at any time after the Term so long as the
Owner at such time continues to pay the Annual Release  Maintenance  Fees),  the
Vendor  will  provide  to the  Owner,  at such  times as they  become  generally
available  to the  Vendor's  Customers,  all  Software  Upgrades,  all  Software
Enhancements  and all Combined  Releases  (but not Optional  Software  Features,
unless otherwise mutually agreed between the Parties) applicable to Software for
PCS  Products  for which the Owner has  obtained an RTU License  pursuant to the
terms of this Contract.

         12.2  Notice.  The Vendor must give the Owner not less than ninety (90)
days  prior  written  notice of the  introduction  of any  Software  Enhancement
release or any  Software  Combined  Release or any  Optional  Software  Features
release.  In addition,  in each February and August of each year during the Term
of this  Contract,  the Vendor must  provide the Owner with a forecast of future
Software  Enhancement  releases or Software  Combined  Releases or any  Optional
Software Features release, as the case may be, then currently being developed by
or on behalf of the Vendor.

         12.3  Installation,  Testing  and  Maintenance.  The  installation  and
testing of the  Software by the Vendor and the  acceptance  thereof by the Owner
will be performed in accordance with the criteria set forth in Exhibit B3.

         12.4 Software Fixes. In the event that any Software  Upgrade,  Software
Enhancement or Software  Combined Release supplied by the Vendor during the Term
of this Contract has the effect of  preventing  the System and/or any PCS System
and/or  any PCS  Sub-System,  as the  case  may be,  or any  part  thereof  from
satisfying,  or  performing in accordance  with the  Specifications,  the System
Standards and/or Exhibit F or otherwise  adversely  affects the functionality or
features of the System,  any PCS System, any PCS Sub-System or any part thereof,
then the Vendor will promptly  retrofit or take such other corrective  action as
may be  necessary  to assure  that the  System,  any such PCS  System or any PCS
Sub-System or any such affected  part, as modified to include each such Software
Upgrade,  Software  Enhancement or Software Combined Release,  will satisfy, and
perform in accordance  with, the  Specifications,  the System  Standards  and/or
Exhibit F and restore all  pre-existing  functionality  and  features as well as
provide any new  features  and  functionality  provided by any of the  foregoing
modifications,  in each case without any charge to the Owner (other than payment
of the applicable Annual Release  Maintenance Fees pursuant to the terms of this
Contract).

         12.5 Right to Modify SCP/HLR Software. The Vendor grants to the Owner a
personal, non-transferable, non-exclusive and royalty-free license to modify the
following component layers of the SCP/HLR Software provided herein to run on the
SCP/HLR  Hardware,  solely  for use by the Owner in its  business  of  providing
telecommunications  services (the names for the component layers set forth below
being used in conformity with the  conventions  displayed on the graphic element
of Appendix B):

                  (i)    Service Customization Layer
                  (ii)   Application Oriented Layer
                  (iii)  Capability Creation Layer
                  (iv)   Platform Enhancement Layer

                  Such right to modify  includes  the right for the  Owner,  its
employees,  and  agents to modify and copy the  Source  Code of the above  named
component  layers  (including,  but not  limited  to,  access to the "SCP Action
Execution  Library"  (including  IS41 Rev.  B and IS41 Rev.  C)) of the  SCP/HLR
Software  provided  solely for the  purposes of  maintaining  and  enhancing  or
supplementing  the object code  versions of such  provided  Software.  The Owner
agrees to use the modifications to Licensed Software made in the exercise of the
license  granted in this  subsection 12.5 in accordance with its licensed rights
in the  SCP/HLR  Software  hereunder,  except  as  otherwise  provided  in  this
subsection 12.5. The license to modify set forth in this subsection 12.5 will be
royalty-free  and  without  fee with  respect to code  implementing  features or
capabilities provided within the above-enumerated layers of releases or versions
of the Software which are provided by the Vendor in accordance  with or pursuant
to the Annual Release Maintenance Fees.

                  Intellectual  property rights in  modifications to the SCP/HLR
Software by the Owner,  its  employees  or agents for hire in the  exercise of a
right of  modification  granted in this  subsection 12.5 will vest in the Owner,
subject to the Vendor's intellectual property rights in the Vendor's proprietary
"SLL" programming  language and compiler and in the Vendor's  unmodified SCP/HLR
Licensed  Software.  The unmodified  Computer  Programs  provided by the Vendor,
including,   but  not  limited  to,  the  SCP/HLR  Software,   will  remain  the
intellectual property of the Vendor; and nothing in this subsection 12.5 will be
deemed  to confer  upon the  Owner  ownership  in any  aspect of the  unmodified
SCP/HLR  Software.  Except as provided in  subsection  11.4,  nothing  contained
herein  will be  deemed  to  confer  upon the  Owner  any  right to  license  or
sublicense use of the unmodified SCP/HLR Software, or any part thereof, to third
persons.  The  Vendor  will be  entitled  to  license  any  right  to use and to
sublicense  modifications  made by or for the  Owner  on terms  mutually  agreed
between the Owner and the Vendor, unless the Owner unilaterally  designates,  in
writing,  a specific  modification or  modifications  to be restricted from such
licensing for a specific period of time.

                  The  Vendor  agrees  to  provide  the  Owner  Software  tools,
documentation, services and training requested by the Owner which are reasonably
necessary to the exercise of the Owner's rights of modification  granted in this
subsection 12.5, upon mutually agreed prices,  terms and conditions.  The Vendor
will endeavor in subsequent Software Upgrades,  Software Enhancements,  Combined
Releases and other versions of its SCP/HLR  Software to accommodate  the Owner's
need to  preserve  compatibility  between  the  Owner's  modifications  and such
Vendor-provided programs.

                  Nothing  contained  in this  subsection  12.5 to the  contrary
authorizes  the  Owner to  engage  any  entity or person as an agent for hire to
modify the Vendor's SCP/HLR Software which entity or person (i) is substantially
and  directly  engaged  in  competition  with the  Vendor  in  manufacturing  or
developing  PCS  systems;  or (ii) does not agree in  writing to  recognize  and
respect the Vendor's  intellectual  property  rights in such  Licensed  Software
(including,  but not  limited  to, the  Vendor's  rights  stated  herein) and to
maintain the secrecy of  information  proprietary  to the Vendor  regarding  the
structure and contents of the Vendor's  computer  programs upon terms comparable
to the Owner's  undertakings  to maintain  the  confidentiality  of the Vendor's
Proprietary Information.

         12.6 Right to Modify AS Software and Actiview  Software.  The Owner may
add to, delete from, or modify AS Software  modules or menus,  if available from
the Vendor.  Such changes or  modifications,  however extensive shall not affect
the Vendor's  title to the AS Software.  The Owner may add to,  delete from,  or
modify Actiview  Software  modules or menus, if available from the Vendor.  Such
changes or modifications, however extensive, shall not affect the Vendor's title
to the Actiview Software.

         12.7 Right to Modify OTAF  Software.  The Vendor  grants to the Owner a
personal, non-transferable, non-exclusive and royalty-free license to modify the
operations  environment of the OTAF Software  provided under the Contract to run
on the OTAF Equipment,  solely for use by the Owner in its business of providing
telecommunications services.

                  Such right to modify  includes  the right for the  Owner,  its
employees  and  agents to modify  and copy the  Source  Code for the  operations
environment of the OTAF Software  (including,  but not limited to, access to the
"SCP Action  Execution  Library"  (including IS41 Rev. B and IS41 Rev. C) of the
SCP/OTAF  Software provided solely for the purposes of maintaining and enhancing
or supplementing the object code versions of such provided  Software.  The Owner
agrees to use the  modifications to Software made in the exercise of the license
granted in this  subsection  12.7 in accordance  with its licensed rights in the
OTAF Software  hereunder,  except as otherwise provided in this subsection 12.7.
The license to modify set forth in this subsection 12.7 will be royalty-free and
without fee with respect to code implementing  features or capabilities provided
within the OTAF operating  environments  of releases or versions of the Software
which are  provided by the Vendor in  accordance  with or pursuant to the Annual
Release Maintenance Fees.

                  Intellectual  property  rights  in  modifications  to the OTAF
Software by the Owner,  its  employers  or agents for hire in the  exercise of a
right of  modification  granted in this  subsection 12.7 will vest in the Owner,
subject to the Vendor's intellectual property rights in the Vendor's proprietary
"SLL"  programming  language and compiler  and in the Vendor's  unmodified  OTAF
Software.  The unmodified  Computer Programs provided by the Vendor,  including,
but not limited to, the OTAF Software,  will remain the intellectual property of
the Vendor;  and nothing in this  subsection  12.7 will be deemed to confer upon
the Owner  ownership in any aspect of the  unmodified  OTAF  Software.  Nor will
anything  herein  be deemed to  confer  upon the Owner any right to  license  or
sublicense use of the unmodified  OTAF Software,  or any part thereof,  to third
persons.  The  Vendor  will be  entitled  to  license  any  right  to use and to
sublicense  modifications  made by or for the  Owner  on terms  mutually  agreed
between the Owner and the Vendor, unless the Owner unilaterally  designates,  in
writing,  a specific  modification or  modifications  to be restricted from such
licensing for a specific period of time.

                  The  Vendor  agrees  to  provide  the  Owner  Software  tools,
documentation,  services and training requested by the Owner which is reasonably
necessary to the exercise of the Owner's rights of modification  granted in this
subsection 12.7, upon mutually agreed prices,  terms and conditions.  The Vendor
will endeavor in subsequent Software Upgrades,  Software Enhancements,  Combined
Releases and other versions of its OTAF Software to accommodate the Owner's need
to  preserve   compatibility   between  the  Owner's   modifications   and  such
Vendor-provided programs.

                  Nothing  contained  in this  subsection  12.7 to the  contrary
authorizes  the  Owner to  engage  any  entity or person as an agent for hire to
modify the Vendor's  OTAF Software  which entity or person (i) is  substantially
and  directly  engaged  in  competition  with the  Vendor  in  manufacturing  or
developing  PCS  systems;  or (ii) does not agree in  writing to  recognize  and
respect the Vendor's  intellectual  property  rights in such  Licensed  Software
(including,  but not  limited  to, the  Vendor's  rights  stated  herein) and to
maintain the secrecy of  information  proprietary  to the Vendor  regarding  the
structure and contents of the Vendor's  computer  programs upon terms comparable
to the Owner's  undertakings  to maintain  the  confidentiality  of the Vendor's
Proprietary  Information.  The right to modify OTAF Software  shall not apply to
any third party  manufactured  or provided OTAF Software  unless the Vendor owns
the  rights to such  third  party OTAF  Software.  The list of third  party OTAF
Software  excluded  from the right to modify set forth in this  subsection  12.7
consists of "NewNet SS-7",  "ESI-BACE",  "ESIE  Background",  "BACE Background",
"Rogueware Tools H++", and "FairCom c-tree".

                          SECTION 13 EQUIPMENT CHANGES

         13.1 Equipment Upgrades. (a) Equipment Upgrades will be provided to the
Owner by the Vendor at no charge to the Owner as provided in subsection  13.1(b)
below.  Equipment  Enhancements  must be provided to the Owner by the Vendor, if
requested by the Owner,  and the Owner is obligated to make payment  therefor in
an amount that is no higher  than that  payable by any  Customer  other than the
Owner, which amount of payment will be adjusted as set forth in subsections 6.2,
7.2 and 27.16 Section 26. If the Vendor at any time issues an Equipment  Upgrade
which is combined with any Equipment Enhancement  (collectively,  the "Equipment
Combined  Release") to such Equipment,  the Equipment  Combined  Release will be
provided at no charge to the Owner  unless and until the Owner elects to use any
of the  feature  enhancement  or  enhancements  included  within  the  Equipment
Combined Release and has accepted such Equipment Combined Release.

         (b) (i) After a PCS  Product  has been  shipped  to the  Owner,  if the
Vendor issues an Equipment  Upgrade ("Class A change") or Equipment  Enhancement
("Class  B  change"),  or  where a  modification  to  correct  an error in field
documentation is to be introduced,  the Vendor will promptly notify the Owner of
such change  through the Vendor's  design  change  management  system or another
Vendor notification procedure. Each change notification, whether or not it bears
a  restrictive  legend,  will be subject to subsection  27.19,  except that such
information  may be  reproduced  by the Owner for the  Owner's  use as  required
within the System.  If the Vendor has  engineered,  furnished,  and  installed a
Product which is subject to an Equipment Upgrade, the Vendor will implement such
change,  at its sole cost and expense,  if it is announced  within  fifteen (15)
years from the date of shipment of that Product,  by, at its option  (subject to
the  reasonable  review and  acceptance  of the Owner at such times as the Owner
reasonably determines that it needs to review such Vendor decision),  either (A)
modifying the Product at the Owner's  site;  (B) modifying the Product which the
Owner has  returned to the Vendor in  accordance  with the  Vendor's  reasonable
instructions  pursuant to and in accordance with the terms of this Contract;  or
(C)  replacing the Product  requiring the change with a replacement  Product for
which such change has already been implemented. If the Vendor has not engineered
the  original  Product  application  and  accordingly  office  records  are  not
available to the Vendor,  the Vendor will provide the generic change information
and associated parts for the Owner's use in implementing such change.

                    (ii) In any of the instances  described in clause (i) above,
                         if the  Vendor  and the Owner  agree  that a Product or
                         part   thereof   subject  to  such  change  is  readily
                         returnable,  the Owner, at its expense, will remove and
                         return such Product or part to the Vendor's  designated
                         facility  within the United  States and the Vendor,  at
                         its  sole  expense,  will  implement  such  change  (or
                         replace it with a Product or part for which such change
                         has  already  been  implemented)  at its  facility  and
                         return such changed (or replacement) Product or part at
                         its sole cost and  expense  to the  Owner's  designated
                         location   within   the   United   States.   Any   such
                         reinstallation  will be  performed  by the Owner at its
                         sole expense.  At any such time that the Owner's spares
                         or plug-in  stocks are not  available  to  implement  a
                         rotational program for an Equipment Upgrade, the Vendor
                         will   provide  a  seed  stock,   where   feasible  and
                         necessary.

                    (iii)If the  Owner  does not make or  permit  the  Vendor to
                         make an  Equipment  Upgrade as stated  above within one
                         (1) year from the date of change  notification  or such
                         other  period  as  the  Vendor  may  agree,  subsequent
                         changes,   repairs  or  replacements  affected  by  the
                         failure  to  make  such  change  may,  at the  Vendor's
                         option,  be invoiced  to the Owner  whether or not such
                         subsequent  change,  repair or  replacement  is covered
                         under the warranty  provided in this  Contract for such
                         Product. If requested by the Owner,  Equipment Upgrades
                         announced more than fifteen (15) years from the date of
                         shipment will be implemented at the Owner's expense.

                    (iv) If the Vendor issues an Equipment  Enhancement  after a
                         PCS Product has been  shipped to the Owner,  the Vendor
                         will promptly  notify the Owner of such change if it is
                         being offered to any of the Vendor's Customers.  Except
                         as  otherwise  set forth above in  subsection  13.1(a),
                         when  an  Equipment  Enhancement  is  requested  by the
                         Owner, the pricing set for such Equipment  Enhancements
                         will be at the Vendor's standard charges subject to the
                         applicable  discounts  set forth in this  Contract  and
                         Section 26.

                    (v)  All change  notifications  for  Equipment  Upgrades and
                         Equipment  Enhancements  provided  by the Vendor to the
                         Owner  pursuant  to the  terms  of this  Contract  must
                         contain  the  following  information:  (i)  a  detailed
                         description  of the  change;  (ii) the  reason  for the
                         change;  (iii) the  effective  date of the change;  and
                         (iv) the  implementation  schedule for such change,  if
                         appropriate.

         13.2  Notice.  The Vendor will give the Owner not less than ninety (90)
days prior written notice of the  introduction  of any Equipment  Enhancement or
any Equipment Combined Release. In addition, in February and August of each year
during the Term of this  Contract,  the  Vendor  will  provide  the Owner with a
forecast of future Equipment Enhancements to the Equipment or Equipment Combined
Releases then currently being developed by or on behalf of the Vendor.

         13.3 Installation, Testing and Acceptance. The Installation and testing
of the Equipment by the Vendor and the  acceptance  thereof by the Owner must be
performed in  accordance  with Exhibit B3 pursuant to the Project  Milestones in
Exhibit A.

         13.4  Equipment  Fixes.  In the event  that any  Equipment  Upgrade  or
Equipment  Enhancement  supplied by the Vendor  during the Term of this Contract
has the effect of  preventing  the System  and/or any PCS System  and/or any PCS
Sub-System  or any part thereof from  satisfying,  or  performing  in accordance
with, the  Specifications,  the System  Standards  and/or Exhibit F or otherwise
adversely affects the functionality, interoperability or features of the System,
any such PCS System or PCS Sub-System or any part thereof,  then the Vendor will
without any charge to the Owner promptly  retrofit or take such other corrective
action as may be necessary to assure that the System, any such PCS System or PCS
Sub-System or any such affected part, as modified to include each such Equipment
Upgrade and Equipment Enhancement, will satisfy, and perform in accordance with,
the  Specifications,  the System  Standards  and/or  Exhibit F and  restore  all
pre-existing  functionality  and  features as well as provide any  features  and
functionality provided by any of the foregoing modifications.


                        SECTION 14 INTELLECTUAL PROPERTY

         14.1 Intellectual Property. The Vendor grants the Owner rights to state
that it is using the  Vendor's  Products or  Services in the Owner's  marketing,
advertising  or promotion of the System,  any PCS System,  any PCS Sub-System or
any part thereof. The Owner has the right to use for such marketing, advertising
or  promotion  the  Vendor's  advertising  and  marketing  materials  (including
pamphlets  and  brochures)  provided to the Owner by the Vendor  describing  the
System, any PCS System, any PCS Sub-System or any part thereof,  or any Product.
Other than as set forth in this subsection  14.1, the Owner has the right to use
the  trademarks  and service  marks of the Vendor or its assignee in the Owner's
marketing,  advertising  and  promotion of the System,  any PCS System,  any PCS
Sub-System  or any part thereof only with the written  consent of the Vendor not
to be  unreasonably  withheld  subject  to and in  accordance  with the terms of
subsection 27.13.

         14.2  Infringement.  (a) The Vendor agrees that it will defend,  at its
own  expense,  all suits and  claims  against  the  Owner  for  infringement  or
violation  (whether  by use,  sale or  otherwise)  in the  United  States of any
patent, trademark, copyright, trade secret or other intellectual property rights
of any third party (collectively,  "Intellectual Property Rights"), covering, or
alleged to cover, the Equipment, Software, the System and/or any PCS System, any
PCS  Sub-System  or any  component  thereof  for its  intended  use, in the form
furnished or as subsequently  modified by the Vendor or as otherwise modified by
the Owner pursuant to the direction or approval of the Vendor. The Vendor agrees
that it will pay all sums,  including,  without limitation,  attorneys' fees and
other costs, which, by final judgment or decree, or in settlement of any suit or
claim to which the Vendor agrees,  may be assessed  against the Owner on account
of such infringement or violation, provided that:

                                    (i) the Vendor will be given prompt  written
                           notice  of all  claims  of any such  infringement  or
                           violation  and of any  suits  or  claims  brought  or
                           threatened  against  the Owner or the Vendor of which
                           the Owner has actual knowledge;

                                    (ii) the Vendor will be given full authority
                           to assume control of the defense (including  appeals)
                           thereof  through its own counsel at its sole  expense
                           and will have the sole  right to settle  any suits or
                           claims  without  the  consent of the Owner;  provided
                           that  the  Vendor  will  have no  right  to  agree to
                           injunctive relief against the Owner; provided further
                           that the Vendor will notify the Owner of any proposed
                           settlement condition prior to the Vendor's acceptance
                           of such settlement; and

                                    (iii) the Owner  will  cooperate  fully with
                           the Vendor in the  defense of such suit or claims and
                           provide the Vendor,  at the  Vendor's  expense,  such
                           assistance  as the Vendor may  reasonably  require in
                           connection therewith.

         (b) The Vendor's  obligation under this subsection 14.2 will not extend
to alleged  infringements or violations that arise because the Products provided
by the Vendor are used in  combination  with other  products  furnished by third
parties and where any such combination was not installed, recommended, approved,
explicitly or by implication, by the Vendor.

         14.3 Vendor's Obligation to Cure. If in any such suit so defended,  all
or any part of the  Equipment,  Software,  the System,  any PCS System,  any PCS
Sub-System or any component  thereof is held to  constitute an  infringement  or
violation of  Intellectual  Property  Rights and its use is  enjoined,  or if in
respect of any claim of  infringement or violation the Vendor deems it advisable
to do so, the Vendor will at its sole cost,  expense and option take one or more
of the following actions:  (i) procure the right to continue the use of the same
without interruption for the Owner; (ii) subject to the terms of subsection 2.17
replace  the same  with  noninfringing  Equipment  or  Software  that  meets the
Specifications;  or (iii) modify said Equipment,  Software,  the System, any PCS
System,  any PCS Sub-System or any component  thereof so as to be noninfringing,
provided  that the  Equipment,  Software,  the System,  any PCS System,  any PCS
Sub-System or any component thereof as modified meets all of the Specifications.
In the event that the Vendor is not able to cure the  infringement  pursuant  to
clause (i), (ii) or (iii) in the immediately preceding sentence, the Vendor will
refund  to the  Owner  the  full  purchase  price  paid by the  Owner  for  such
infringing  Product or  feature,  and the Owner will be under no  obligation  to
return to the Vendor such infringing  Product or feature  regardless of whether,
or by what means,  the Owner, on its own or otherwise,  subsequently  cures such
infringement.

         14.4 Vendor's Obligations.  The Vendor's obligations under this Section
14 will not apply to any  infringement  or  violation of  Intellectual  Property
Rights to the extent caused by  modification  of the  Equipment,  Software,  the
System,  any PCS System,  any PCS  Sub-System  or any  component  thereof by the
Owner, or any  infringement  caused solely by the Owner's use and maintenance of
the Products other than in accordance with the  Specifications  and the purposes
contemplated  by this Contract,  except as expressly  authorized or permitted by
the Vendor.  The Owner will  indemnify the Vendor  against all  liabilities  and
costs,  including reasonable  attorneys' fees, for defense and settlement of any
and all claims  against the Vendor for  infringements  or violations  based upon
this subsection 14.4.

         14.5 License to Use Vendor Patents.  (a) The Vendor grants to the Owner
and its  Affiliates,  under  patents  which  the  Vendor  owns or has a right to
license ("Vendor Patents"), a worldwide, royalty-free, nonexclusive license (the
"Patent License") to use any Product furnished by the Vendor under this Contract
(including any combination of products and services, whether or not furnished at
the  same  time  or  as  part  of  a  larger   combination)   for  provision  of
telecommunications  services;  provided, however, that no rights are conveyed to
the Owner and its Affiliates  with respect to any invention which is directed to
(i) a combination  of a Product or Products  furnished with any other Item which
the Vendor does not furnish to the Owner under this  Contract  wholly or in part
for such use, or (ii) a method or process which is other than an inherent use of
the Products furnished. As used in this subsection 14.5, the term "inherent use"
means a use that can be  completely  performed  by a  Product  furnished  by the
Vendor (or a combination of Products furnished by the Vendor),  without the need
for any additional product, service,  development modification or programming by
the Owner and its Affiliates or by a third party.

         (b) The Owner and any  successor  to the Owner's  title in the Products
has the right  (subject to written  approval of the Vendor,  which approval will
not be unreasonably withheld), to assign the Patent Licenses to any other Person
who  acquires  legal title to the  Products  including,  but not limited to, any
Person or Persons  taking part in the  financing  of any part of the  Nationwide
Network,  provided  that  no  such  assignment  to  Persons  taking  part in the
financing of any part of the  Nationwide  Network  will be  permitted  except in
accordance  with the  provisions of subsection  27.4 of this  Contract.  Nothing
contained  in this  subsection  14.5 is  intended  to, and shall not,  limit any
rights or privileges  that the Owner has under this Contract or otherwise  under
Applicable Law.


                                SECTION 15 DELAY

         15.1 Liquidated  Damages.  The Parties agree that damages for delay are
difficult to calculate accurately and, therefore,  agree that liquidated damages
(the "Liquidated  Damages") will be paid for non-performance or late performance
of the Vendor's obligations under this Contract pursuant to the terms hereof.

         15.2  Interim  Delay.  (a) Failure of the Vendor to  complete  the Work
necessary to achieve each of the Project Milestones applicable to any PCS System
and/or any PCS  Sub-System,  as the case may be (other than  Milestone 3 (as set
forth on Exhibit  A1)), on or before the date  applicable to such  Milestone for
such PCS System or PCS  Sub-System,  as the case may be,  that is required to be
achieved by the Vendor prior to the Guaranteed  Substantial  Completion Date for
such PCS System or PCS Sub-System  (each an "Interim  Milestone") will result in
the Vendor  being  liable to pay to the Owner an amount  equal to  [__________];
provided that no such Interim Delay Penalty will be due if the delay is directly
and expressly  attributable  solely to (i) an event constituting a Force Majeure
pursuant to the terms of this  Contract or (ii) an act or omission of the Owner.
Interim Delay  Penalties  accrued  pursuant to this  subsection  15.2(a) will be
offset  against  the  payment  to be  made  by  the  Owner  to the  Vendor  upon
Substantial Completion of the PCS System or PCS Sub-System to which such interim
delay relates. The Interim Delay Penalty applicable to Milestone 4 (as set forth
on Exhibit A1) will be [__________]. This subsection 15.2 will not be applicable
to  Milestone  3 (as set forth on  Exhibit  A1) for either the System or any PCS
System or any PCS Sub-System.

         (b) To the extent  that the Vendor is  responsible  for  Interim  Delay
Penalties pursuant to subsection 15.2(a) such penalties will be credited back to
the Vendor by the Owner to the extent that (i) the Vendor successfully  achieves
the  Interim  Milestone  subject to delay  within  thirty  (30) days of the date
scheduled  therefore  pursuant  to the terms  hereof and Exhibit A and (ii) such
interim delay does not otherwise materially adversely affect the Owner, such PCS
System or PCS Sub-System  and/or the System as a whole.  Any such  reimbursement
will be  credited  back to the  Vendor  such  that  the  Interim  Delay  Penalty
otherwise  offset  against  the  relevant  Substantial   Completion  payment  in
accordance with subsection  15.2(a) above will be added back to such Substantial
Completion payment to be made to the Vendor by the Owner.

         15.3 Completion  Delay. (a) For each day that any PCS System and/or any
PCS Sub-System, as the case may be, fails to [__________],  the Vendor will pay,
subject to the  limitations  otherwise  set forth in this  subsection  15.3,  an
amount equal to [_____________] percent of the Product Contract Price applicable
to such PCS System or PCS  Sub-System,  as the case may be,  [_________].  In no
event will the Late  Completion  Payments  payable by the Vendor with respect to
any PCS System or such PCS Sub-System, as the case may be, exceed [___________].

         (b)  If  any  PCS  System  or  any  PCS  Sub-System  does  not  achieve
Substantial  Completion by the Guaranteed Substantial Completion Date applicable
thereto but the Owner  nonetheless  chooses (in its sole discretion) to commence
In Revenue  Service in such  incomplete PCS System or incomplete PCS Sub-System,
as the case may be (such action in no way constituting  the Owner's  acceptance,
express or implied,  of the System or such PCS System or such PCS  Sub-System or
any part  thereof),  then the Vendor will be required to pay, on a daily  basis,
only  that  percentage  of the  daily  Late  Completion  Payment  equal  to that
percentage of the geographic area to be otherwise  covered by such PCS System or
PCS Sub-System,  as the case may be, not otherwise  placed In Revenue Service by
the Owner.

         (c) In the event of a change in the Product  Contract Price pursuant to
subsections  6.2,  7.2 or 27.16 or Section  26 during the Term of this  Contract
from the amount  originally set forth in this Contract pursuant to Section 6 the
per diem amount of Late Completion Payments set forth above will be increased or
decreased, as appropriate, by an amount equal to the increase or decrease in the
Owner's per diem interest  payment  obligation  resulting from any change in the
amount of debt incurred or to be incurred by the Owner related to such change in
the Product Contract Price.

         (d) Late Completion  Payments,  including any portions of such payments
payable in accordance with paragraphs (a) and (b) above,  will be accrued during
the  Completion  Cure Period and offset  against  payments  otherwise due to the
Vendor upon the achievement of Substantial  Completion  pursuant to the terms of
subsection  6.3. If the Vendor fails to achieve  Substantial  Completion  within
sixty (60) days of the  Guaranteed  Substantial  Completion  Date for any reason
other than primarily because of (i) a Force Majeure event pursuant to Section 16
or (ii) the direct and  explicit  act or omission  of the Owner,  then the Owner
will have the option to terminate  this  Contract with respect to the PCS System
and/or  the PCS  Sub-System,  as the case  may be,  affected  by any such  delay
without any penalty or payment obligation (other than payment  obligations under
this Contract outstanding as of the date of any such termination;  provided that
any such  amounts  payable by the Owner will not include any amounts  that would
have been  payable  to the  Vendor  only upon  Substantial  Completion  or Final
Acceptance);  provided  further  that in the event the  Vendor  fails to achieve
Substantial  Completion  within such sixty (60) day period in any combination of
two (2) PCS Systems  and/or PCS  Sub-Systems  within the Initial System over any
period of time  (regardless of whether such events are concurrent or whether the
first such event was subsequently  cured) the Owner will have the right, but not
the obligation, to terminate this Contract in its entirety.

         15.4  SCP/HLR  Delay.  (a) Failure of the Vendor to  properly  deliver,
install and test any of the SCP/HLR Products at the then existing HLR Designated
Switch Sites in accordance  with the SCP/HLR  Specifications  and the milestones
set forth therein  applicable to SCP/HLR  Products by the HLR  Completion  Dates
will  result in the  Vendor  being  liable to pay to the  Owner  contract  cover
damages (the  "Contract  Cover  Damages")  equal to any and all  reasonable  and
actual  increased costs and expenses  including,  but not limited to,  increased
costs and expenses  associated  with  network  modifications,  extra  equipment,
software or training or re-engineering incurred by the Owner due to the Vendor's
failure to deliver,  install and test the SCP/HLR Products by the HLR Completion
Dates in accordance with SCP/HLR Specifications and the HLR Statement of Work.

         15.5 AM/HLR Interim  Solution.  In order to meet the Owner's  projected
service date the Vendor will provide to the Owner,  [_____________],  and at the
Owner's then existing HLR Designated  Switch Sites,  AM/HLRs  pursuant to and in
accordance  with the AM/HLR  Specifications  and the HLR Statement of Work as an
interim  solution so that the Nationwide  Network may operate in accordance with
the  Specifications;  provided  that the Vendor  will  continue  to use its best
efforts,  [______________] (but with all reasonable cooperation from the Owner),
to replace such interim AM/HLR solution with a  comprehensive  SCP/HLR system in
accordance with the SCP/HLR Specifications and the HLR Statement of Work.

         15.6 AM/HLR Redeployment.  After acceptance of the SCP/HLRs,  the Owner
will, at the Owner's sole  discretion,  have the Vendor  redeploy the AM/HLRs as
Access  Managers to other sites within the System at the Vendor's  sole cost and
expense  for any and all  costs  associated  with such  redeployment,  including
removal,  transportation,  and delivery but not installation or the cost of such
Access  Manager;  provided  that if the  Access  Manager is not moved to another
location but  redeployed  in the same  location in a separate  function or for a
separate  MSC, the Owner will only be liable for the cost of the Access  Manager
and the Vendor will be responsible  for all other costs.  All payments,  if any,
for  redeployed  AM/HLRs  will be  made by the  Owner  pursuant  to  subsections
6.3(a)-(d);  provided that in the event that any such  redeployment  is to a PCS
System which has already achieved Substantial  Completion then the payment terms
of subsection 6.3.1 will apply.

         15.7 SCP/HLR Delay Termination. If after thirty (30) days after the HLR
Completion Dates the Vendor is still unable to satisfactorily complete the Final
Acceptance  Tests  applicable to the SCP/HLRs and/or any of the SCP/HLR Products
to be delivered in accordance  with the terms of this Contract  (including,  but
not limited to, the  SCP/HLR  Specifications)  the Owner will have the right (in
addition to any rights under subsection 15.4 above), but not the obligation,  to
terminate the Contract  only with respect to the SCP/HLR  Products and will have
the right to seek from the Vendor  reimbursement  for any of its  reasonable and
actual increased costs associated with acquiring reasonable  replacement SCP/HLR
Products  from a  third-party  supplier.  The remedies set forth in  subsections
15.4, 15.5 and 15.7 will be the Owner's sole and exclusive remedies in the event
the Owner chooses to terminate the delivery of SCP/HLR Products  pursuant to the
terms of this subsection 15.7.

         15.8 AS Software  Delay.  With respect to the AS Products and Services,
in the event the Vendor fails to deliver any such AS Statement of Work compliant
AS Products  and/or AS Services within seven (7) days (except as provided below,
the "AS Delay Grace Period") of the  applicable  dates for delivery set forth in
Appendix G, the Vendor will (to the extent the Owner will not have cancelled the
applicable  order therefor  pursuant to the terms of the Contract) credit to the
Owner (in the form of purchase  credits for any Vendor Products  including,  but
not limited to, AS Products) as liquidated damages for such late performance for
each of the first thirty (30) days beyond such AS Delay Grace Period,  an amount
equal to [____________]  percent per day (for such [________] day period) of the
total price of such  undelivered or  unsatisfactory  AS Products or AS Services;
provided that upon the timely AS Functional  Acceptance (on the dates originally
scheduled for such AS Functional  Acceptance) of any such AS Products  and/or AS
Services,  any delay penalties accrued therefor shall be forgiven;  and provided
further  for AS Software  "release  0.1" (as defined in Appendix G) the AS Delay
Grace  Period  will be  [________]  days  from the  delivery  dates set forth in
Appendix G for the delivery of such AS Software release 0.1.

         15.9 OTAF and/or Actiview Delay Termination.  If after thirty (30) days
after the OTAF  Completion  Dates the Vendor is still  unable to  satisfactorily
complete the OTAF Final  Acceptance Tests and/or any of the OTAF Products and/or
Services  to be  delivered  in  accordance  with  the  terms  of  this  Contract
(including,  but not limited to, the OTAF Statement of Work) the Owner will have
the right,  but not the obligation,  to terminate the Contract only with respect
to the OTAF  Products  and/or  Services and will have the right to seek from the
Vendor  reimbursement  for any of its  reasonable  and  actual  increased  costs
associated with acquiring  reasonable  replacement OTAF Products and/or Services
from a  third-party  supplier.  If after  thirty  (30) days  after the  Actiview
Completion  Dates the  Vendor is still  unable to  satisfactorily  complete  the
Actiview  Final  Acceptance  Tests  and/or any of the Actiview  Products  and/or
Services  to be  delivered  in  accordance  with  the  terms  of  this  Contract
(including,  but not limited to, the Actiview  Statement of Work) the Owner will
have the right,  but not the  obligation,  to terminate  the Contract  only with
respect to the Actiview Products and/or Services and will have the right to seek
from the Vendor  reimbursement  for any of its reasonable  and actual  increased
costs associated with acquiring reasonable  replacement Actiview Products and/or
Services from a  third-party  supplier.  Pursuant to and in accordance  with the
Actiview  Statement  of Work,  the  Owner  will be  responsible  for the  timely
furnishing of the Actiview  operations  environment,  which  includes  delivery,
installation  and testing of third  party  equipment  and third  party  software
applicable and necessary for the operation of the Actiview Software. The Parties
understand  and agree that the dates set forth in  Section 12 of  Appendix M for
the  delivery of SCP/OTAF  Products  and  Services  are subject to  modification
pursuant  to the mutual  good faith  agreement  between the Parties on or before
October 14, 1996; provided,  that, the Vendor agrees that the delivery dates for
SCP/OTAF  Products  and  Services  will in no event be  modified to be more than
forty-five  (45) days beyond the dates for such  deliveries set forth in Section
12 of Appendix M as of the Effective Date.

         15.10  OTAF  and/or  Actiview  Delay.  (a)  (i)  With  respect  to  the
SPARC/OTAF  Products (other than any OTAF Maintenance and Instruction Manuals or
OTAF Operating Manuals) and SPARC/OTAF  Services,  in the event the Vendor fails
to deliver any such OTAF Statement of Work compliant  SPARC/OTAF Products and/or
Services within seven (7) days (the "OTAF Delay Grace Period") of the applicable
dates for delivery set forth in the OTAF  Statement of Work, the Vendor will (to
the extent the Owner  will not have  cancelled  the  applicable  order  therefor
pursuant  to the  terms of the  Contract)  credit  to the  Owner (in the form of
purchase  credits for any Vendor  Products  including,  but not limited to, OTAF
Products) as liquidated  damages for such late performance for each of the first
[________]  days  beyond  such OTAF  Delay  Grace  Period,  an  amount  equal to
[__________]  percent  per day (for such  [_________]  day  period)  of the OTAF
Price;  provided that upon the timely  SPARC/OTAF Field Acceptance (on the dates
originally   scheduled  for  such  SPARC/OTAF  Field  Acceptance)  of  any  such
SPARC/OTAF  Products and/or  SPARC/OTAF  Services,  any delay penalties  accrued
therefor shall be forgiven.  (ii) With respect to the SCP/OTAF  Products  (other
than any OTAF Maintenance and Instruction Manuals or OTAF Operating Manuals) and
Services,  in the event the Vendor  fails to deliver any such OTAF  Statement of
Work  compliant   SCP/OTAF   Products  (other  than  any  OTAF  Maintenance  and
Instruction Manuals or OTAF Operating Manuals) or Services within seven (7) days
of the  applicable  dates for delivery set forth in the OTAF  Statement of Work,
the Vendor will (to the extent the Owner will not have  cancelled the applicable
order  therefor  pursuant to the terms of the Contract)  credit to the Owner (in
the form of purchase credits for any Vendor Products including,  but not limited
to, OTAF Products) as liquidated  damages for such late  performance for each of
the first  [_________] days beyond such OTAF Delay Grace Period, an amount equal
to  [___________]  percent per day (for such [_________] day period) of the OTAF
Price;  provided that upon the timely  SCP/OTAF  Field  Acceptance (on the dates
originally  scheduled for such SCP/OTAF  Field  Acceptance) of any such SCP/OTAF
Products and/or SCP/OTAF Services, any delay penalties accrued therefor shall be
forgiven.

                  Furthermore  and in  addition  to any and all  damages  and/or
remedies  available to the Owner  pursuant to this Section 15, with respect to a
delay in the Specification  compliant  availability and installation of SCP/OTAF
Products and Services in accordance with the dates and  requirements of the OTAF
Statement  of Work  that is in  excess of  thirty  (30)  days  beyond  the dates
originally  scheduled for any such SCP/OTAF  Products and Services  availability
and installation,  the Owner will be entitled to and the Vendor will provide for
the Owner's Nationwide Network,  SPARC/OTAF Products and Services that are equal
in features and  functionality to the SCP/OTAF  Products and Services that would
have been available and installed pursuant to the OTAF Statement of Work but for
such delay in the availability  and/or  installation of Specification  compliant
SCP/OTAF Products or Services.

         (b) With respect to the Actiview Products and Actiview Services, in the
event the Vendor fails to deliver any such Actiview  Statement of Work compliant
Actiview  Products  and/or  Services  within seven (7) days (the "Actiview Delay
Grace  Period") of the  applicable  dates for delivery set forth in the Actiview
Statement  of Work,  the  Vendor  will (to the  extent  the Owner  will not have
cancelled the applicable  order therefor  pursuant to the terms of the Contract)
credit to the Owner (in the form of  purchase  credits  for any Vendor  Products
including, but not limited to, Actiview Products) as liquidated damages for such
late  performance for each of the first [______] days beyond such Actiview Delay
Grace  Period,  an  amount  equal to  [__________]  percent  per day  (for  such
[________] day period) of the total price of such undelivered or  unsatisfactory
Actiview Products or Actiview  Services;  provided that upon the timely Actiview
Functional  Acceptance  (on the dates  originally  scheduled  for such  Actiview
Functional  Acceptance) of any such Actiview Products and Actiview Services, any
delay penalties accrued therefor shall be forgiven.


                            SECTION 16 FORCE MAJEURE

         16.1 Force  Majeure.  (a) Either  Party may make a claim for  excusable
failure  or delay  with  respect  to any  obligation  of such  Party  under this
Contract,  except any obligation to make payments when due. Excusable failure or
delay will be  allowed  only in the event of an event of Force  Majeure  that is
beyond  the  reasonable  control of the  affected  Person.  Notwithstanding  the
foregoing,  the Vendor will not be entitled to relief  under this  Section 16 to
the  extent  that any event  otherwise  constituting  an event of Force  Majeure
results from the negligence or fault of the Vendor or any Subcontractor, and the
Owner will not be  entitled  to relief  under this  Section 16 to the extent any
event  otherwise  constituting  an  event  of  Force  Majeure  results  from the
negligence or fault of the Owner.

         (b) The Party  claiming the benefit of excusable  delay  hereunder must
(i) promptly notify the other Party of the circumstances creating the failure or
delay and provide a statement  of the impact of such Party  failure or delay and
(ii) use  reasonable  efforts to avoid or remove such causes of  nonperformance,
excusable  failure or delay.  If an event of Force  Majeure  prevents the Vendor
from performing its obligations under this Contract for a period exceeding sixty
(60) days,  the Owner may,  upon prior written  notice to the Vendor,  terminate
this Contract.

         (c) The Party not  claiming the benefit of  excusable  delay  hereunder
will  likewise be excused from  performance  of its  obligations  hereunder on a
day-for-day basis to the extent such Party's obligations are affected due to the
other Party's delayed performance.

         (d) In the event of a Force Majeure which the Party claiming relief for
such event has used all best efforts to resolve in accordance  with the terms of
this Contract, upon the written request of either Party, the other Party will in
good faith negotiate  modifications,  to the extent reasonable and necessary, in
scheduling and performance criteria in order to reasonably address the impact of
such Force Majeure.

                              SECTION 17 WARRANTIES

         17.1 Product  Warranty.  (a) The Vendor  warrants that, for a period of
two (2) years from the date of Final  Acceptance  of any PCS  System  and/or PCS
Sub-System, as the case may be (the "Product Warranty Period"), all Products and
all of the Installation and the  Configuration  Engineering  thereof within such
PCS System and/or PCS Sub-System,  as the case may be, will  materially  conform
with and perform the functions set forth in the  Specifications and the relevant
performance criteria set forth in Exhibit D, to the extent applicable,  and will
be free from Defects and  Deficiencies  in material or workmanship  which impair
service to  subscribers,  System  performance,  billing,  administration  and/or
maintenance.  In the case of Software, the Product Warranty Period applicable to
any such Software will be automatically  extended upon, and  simultaneous  with,
any Software Upgrade issued pursuant to the terms of Section 12. The Vendor will
assign to the Owner all  outstanding  Subcontractor  warranties  attributable to
Non-Essential  Equipment  at  such  time  that  the  Vendor's  warranty  on such
Non-Essential Equipment pursuant to this subsection 17.1 expires pursuant to and
in  accordance  with the  Product  Warranty  Period  applicable  to such Item of
Non-Essential  Equipment.  The Warranty Period for a PCS Product or part thereof
repaired or provided as a  replacement  under this  Product  warranty is six (6)
months or the unexpired term of the new Product  Warranty  Period  applicable to
the repaired or replaced PCS Product or part, whichever is longer.

         (b) To the extent the Owner orders additional  Products from the Vendor
in  accordance  with the terms of this Contract  including,  but not limited to,
subsections  2.2  and/or  7.2,  any such  Products  so  ordered by the Owner and
delivered and installed by the Vendor or its Subcontractors will be warranted to
the same  extent as set forth in clause  (a) above for a period of not less than
twenty  four (24)  months  from the  earlier of (i) the date the Owner puts such
additional  Products  into In  Revenue  Service,  (ii) the  date of the  Owner's
acceptance   and  (iii)  thirty  (30)  days  after  the  Vendor   completes  the
installation  of such  additional  Products.  If in the event,  pursuant  to the
Owner's order for such additional Products the Vendor is not required to install
such  additional  Products,  the warranty on such  additional  products will run
twenty-four  (24) months from the date the Vendor  shipped such  products to the
Owner.

                  17.1.1 AS Products Warranty.  Notwithstanding  anything stated
herein to the  contrary,  for the AS  Products  provided  hereunder,  the Vendor
warrants  that,  from the date of AS Final  Acceptance of the  installation  and
Engineering  thereof,  the AS Products will materially  conform with and perform
the functions  set forth in the AS Statement of Work, to the extent  applicable,
and will be free from Defects and  Deficiencies  for a warranty  period (each as
applicable,  an "AS Product Warranty Period") of (i) in the case of AS Software,
ninety (90) days and (ii) in the case of AS Equipment, one (1) year. In the case
of AS  Software,  the AS  Product  Warranty  Period  applicable  to any  such AS
Software  will be  automatically  extended  for a new  ninety  (90)  day  period
commencing on the date of the  completion  of any  applicable  Software  Upgrade
and/or Software  Enhancement  upon, and simultaneous  with, any Software Upgrade
and/or Software  Enhancement  issued pursuant to the terms of Section 12. To the
extent the Owner orders additional AS Products not otherwise covered pursuant to
Appendix G from the Vendor in accordance  with the terms of this  Contract,  any
such AS  Products so ordered by the Owner and  delivered  and  installed  by the
Vendor or its  Subcontractors  will be warranted to the same extent as set forth
above,  from the  earlier  of (i) the date the  Owner  puts such  additional  AS
Products  into In Revenue  Service,  (ii) the date of the Owner's  acceptance of
such  additional  AS  Products  and  (iii)  thirty  (30) days  after the  Vendor
completes the installation of such additional AS Products.

                  17.1.2 OTAF Products Warranty. Notwithstanding anything stated
herein to the contrary,  for the OTAF Products  provided  hereunder,  the Vendor
warrants that,  from the date of OTAF Final  Acceptance,  the OTAF Products will
materially  conform  with  and  perform  the  functions  set  forth  in the OTAF
Statement of Work, to the extent  applicable,  and will be free from Defects and
Deficiencies  in material or  workmanship  which impair  service to  subscribers
and/or System  performance,  administration  and/or  maintenance  for a warranty
period (each as  applicable,  an "OTAF Product  Warranty  Period") of (c) in the
case of OTAF Software,  ninety (90) days and (d) in the case of OTAF  Equipment,
one (1) year. In the case of OTAF  Software,  the OTAF Product  Warranty  Period
applicable to any such OTAF Software  will be  automatically  extended for a new
ninety  (90)  day  period  commencing  on  the  date  of the  completion  of any
applicable Software Upgrade and/or Software Enhancement  applicable to such OTAF
Software  upon, and  simultaneous  with,  any Software  Upgrade and/or  Software
Enhancement  applicable  to such OTAF Software  issued  pursuant to the terms of
Section 12.

                  17.1.3 Actiview Products  Warranty.  Notwithstanding  anything
stated herein to the contrary, for the Actiview Products provided hereunder, the
Vendor warrants that, from the date of Actiview Final  Acceptance,  the Actiview
Products will materially conform with and perform the functions set forth in the
Actiview  Statement  of Work,  to the extent  applicable,  and will be free from
Defects and  Deficiencies  in material or  workmanship  which impair  service to
subscribers and/or System performance,  administration  and/or maintenance for a
warranty period (each as applicable,  an "Actiview  Product Warranty Period") of
ninety (90) days from the date of such Actiview Final  Acceptance.  The Actiview
Product  Warranty Period  applicable to Actiview  Software will be automatically
extended  for a new  ninety  (90)  day  period  commencing  on the  date  of the
completion  of any  applicable  Software  Upgrade  and/or  Software  Enhancement
applicable to such Actiview  Software upon, and simultaneous  with, any Software
Upgrade and/or Software Enhancement  applicable to such Actiview Software issued
pursuant to the terms of Section 12. To the extent the Owner  orders  additional
Actiview  Software not otherwise  covered pursuant to Appendix U from the Vendor
in accordance  with the terms of this  Contract,  any such  additional  Actiview
Software so ordered by the Owner and  delivered  and  installed by the Vendor or
its Subcontractors will be warranted to the same extent as set forth above, from
the earlier of (i) the date of the Owner puts such additional  Actiview Software
into In  Revenue  Service,  (ii)  the  date of the  Owner's  acceptance  of such
additional  Actiview  Software  and  (iii)  thirty  (30) days  after the  Vendor
completes the installation of such additional Actiview Software.

         17.2 Services  Warranty (a) The Vendor  warrants  that, for a period of
not less than three (3) years from the date of completion of RF Engineering done
by  the  Vendor  or  its  Subcontractors  (but  in no  event  earlier  than  the
achievement  of Milestone 5 in such PCS System or PCS  Sub-System)  in any given
PCS  System or PCS  Sub-System,  as the case may be (the "RF  Services  Warranty
Period"), the Final Site Count within and the Final RF Design applicable to such
PCS System or PCS  Sub-System,  as the case may be, will be accurate  based upon
the  environmental  circumstances  in such PCS System or PCS Sub-System,  as the
case may be, as they  existed  at the time of the Final  Acceptance  of such PCS
System or PCS  Sub-System,  as the case may be, provided that the projections of
subscriber growth,  traffic and other predictive data,  including all applicable
standards as identified in Exhibits B1, D and H, upon which the Final Site Count
and Final RF Design have been determined,  have not been materially  exceeded or
the applicable and relevant industry standards have not materially changed;  and
provided further that in no event will the RF Engineering  warranty  pursuant to
this subsection 17.2(a) cover or warrant items or performance  otherwise covered
or warranted pursuant to subsection 17.3 below.

         (b) The  Vendor  warrants  that,  for a period of not less than two (2)
years from the date of completion of Facilities  Preparation Services within any
PCS System or PCS Sub-System, as the case may be, but in no event later than the
achievement  of  Milestone  8  pursuant  to Exhibit A1 in such PCS System or PCS
Sub-System,  as the case may be (provided that in the event of a Microwave Delay
Period in such PCS System or PCS  Sub-System,  as the case may be,  pursuant  to
subsection  2.38,  the  commencement  of  the  Facilities  Preparation  Services
Warranty Period will not be later than three (3) months from the date the Vendor
would have otherwise  been able to commence  Substantial  Completion  testing in
such PCS  System  or PCS  Sub-System,  as the case may be,  in  accordance  with
Exhibit B3 and  Milestone 8 as set forth on Exhibit A1 but for the  existence of
such Microwave  Delay Period) (the  "Facilities  Preparation  Services  Warranty
Period" and collectively  with the RF Services  Warranty  Period,  the "Services
Warranty Periods"), such Facilities Preparation Services will be (i) operational
in accordance  with the  Specifications,  (ii) in  compliance  with all material
Applicable  Laws and  material  Applicable  Permits in effect at the time of the
completion  of such  Facilities  Preparation  Services in such PCS System or PCS
Sub-System, as the case may be, and (iii) free from Defects or Deficiencies.

         (c) The Vendor  warrants  that, for a period of six (6) months from the
date of completion,  with respect to other Services  performed by the Vendor and
not otherwise covered  elsewhere in this Section 17, including,  but not limited
to,  repair  Services,  such  other  Service(s)  will be free  from  Defects  or
Deficiencies  for which the Vendor is responsible  pursuant to the terms of this
Contract.

         17.3 System  Warranty.  The Vendor  warrants  that, for a period ending
three (3) years  from the Final  Acceptance  of the last PCS  System  within the
Initial System (the "System Warranty Period"),  the ongoing  performance of each
PCS System  together with all other PCS Systems and PCS  Sub-Systems  within the
System will  conform with and perform to the  performance  criteria set forth on
Exhibit F as of the date of the Final Acceptance of such PCS System based on the
circumstances  within such PCS System on such date. The System warranty pursuant
to this  subsection  17.3 will be limited to the extent that the  projections of
subscriber growth,  traffic and other predictive data,  including all applicable
standards as identified in Exhibits B1, D and H, upon which the Final Site Count
and Final RF Design have been determined,  have not been materially  exceeded or
the applicable and relevant industry standards have not materially changed.

         17.4 Breach of Warranties. (a) In the event of any breach of any of the
Warranties  during  any  of  the  applicable   Warranty  Periods  set  forth  in
subsections  17.1(a),  17.2(a),  17.2(b),  17.2(c) and 17.3, the Vendor will, in
accordance  with the terms of this  Section 17,  promptly  repair or replace the
defective  or   nonconforming   Product  or  otherwise   cure  any  Defects  and
Deficiencies so that each PCS Sub-System and each PCS System and the System as a
whole will perform in accordance with the  Specifications  and Exhibit F. If the
Vendor fails to promptly repair, replace and/or cure such defect, the Owner may,
in addition to exercising any other remedies  available to it, itself cause such
repair,  replacement and/or cure, at its option and at the sole cost and expense
of the Vendor.

         (b) The Vendor  recognizes  that the Owner may suffer injury and may be
damaged in an amount which will be difficult  to determine  with  certainty as a
result of Outages  resulting  from  causes  attributable  to the  failure of the
Vendor's   Products   and/or   Services  to  perform  in  accordance   with  the
Specifications.   As  used  herein,   "Outage"  means  an  unscheduled  loss  of
functionality  of the System,  any PCS System or any PCS  Sub-System  due to the
failures of PCS Products or any  combination  thereof defined as the loss of the
capability to originate or terminate [___________] percent or more of the active
voice  channels then in service  within the System or such PCS System and/or PCS
Sub-System for a period of time exceeding [_____] minutes.

         (c) During the System Warranty Period, the Vendor will be liable to the
Owner for damages (the  "Warranty  Damages")  for Outages (for other than in the
Test-bed  Laboratory) that result from (i) the failure of the Vendor's Equipment
and/or  Software  to perform in  accordance  with the  Specifications,  (ii) the
failure of the Vendor to provide Services in accordance with the  Specifications
applicable thereto, (iii) a Vendor procedural error or (iv) inaccurate Technical
Documentation,   excluding  marketing  bulletins,   sales  literature  or  other
promotional  materials  provided  by the  Vendor to the Owner.  As used  herein,
"Vendor procedural error" means an error or improper deviation from the Vendor's
or  its  Subcontractors'   procedures  by,  or  attributable  to,  the  Vendor's
personnel.     Warranty     Damages    will    be    calculated    based    upon
[______________]dollars for each Outage occurring in any given PCS System to the
extent such Outage  exceeds  [__________]  from the time the Owner  notified the
Vendor of such Outage (not  including  such  [__________]),  plus  [___________]
dollars  per  minute  for  [___________]  the  duration  of the  Outage  exceeds
[___________]  from the time the Owner  notifies  the Vendor of such Outage (not
including such [__________]).  In the event any Outage is specific only to a PCS
Sub-System  and not any  other  portion  of the PCS  System  of  which  such PCS
Sub-System is a part (each a "PCS Sub-System Specific Outage"),  then the amount
of the Warranty Damages payable to the Owner for any such PCS Sub-System  Outage
pursuant  to the  terms  of  this  subsection  17.4(c)  will  be  calculated  by
multiplying the applicable  amounts set forth in this subsection  17.4(c) by the
percentage  equal to the Contract Price for such PCS  Sub-System  divided by the
Contract  Price for the entire PCS System of which such PCS Sub-System is a part
(for each PCS Sub-System, the "PCS Sub-System Percentage"). [______________].

         (d) In no event  will  the  Vendor's  liability  for  Warranty  Damages
pursuant to this  subsection 17.4 exceed  [___________]  dollars with respect to
each  Outage in any given PCS System;  provided  that the  Warranty  Damages cap
applicable to each PCS Sub-System Specific Outage will be [___________]  dollars
multiplied  by the  applicable  PCS  Sub-System  Percentage.  In  addition,  the
Vendor's total liability for Warranty  Damages  pursuant to this subsection 17.4
will not exceed [___________]  dollars per calendar year during the Term of this
Contract  with  respect to Outages  in any given PCS System per  calendar  year;
provided that the annual Warranty  Damages cap applicable to each PCS Sub-System
for all PCS Sub-System  Specific  Outages in each such PCS  Sub-System  will not
exceed  [___________]  dollars  multiplied  by  the  applicable  PCS  Sub-System
Percentage.

         (e)  Notwithstanding the foregoing, the Vendor will have no liability 
pursuant to this subsection 17.4 for:

                                    (i) Outages  caused by a Force Majeure event
                           as  described  in Section 16 other than to the extent
                           that any of the  Vendor's  Products  and/or  Services
                           resulting in such Outages should,  in accordance with
                           the  Specifications  be able to  withstand  any  such
                           Force Majeure event;

                                    (ii)  Outages  resulting  from  a  scheduled
                           activity,  including,  but  not  limited  to,  System
                           maintenance  or  loading  of  Software  or  Equipment
                           Upgrades,  Enhancements or Combined Releases,  unless
                           said  Outage  (without  fault of the  Owner)  extends
                           beyond the  expected  downtime,  as  provided  in the
                           Specifications  applicable  thereto,  associated with
                           such  Equipment  or  Software  maintenance  Upgrades,
                           Enhancements or Combined Releases;

                                    (iii)  alterations  by the Owner  and/or the
                           Vendor at the Owner's  request or otherwise  pursuant
                           to the terms of this  Contract  to the System  and/or
                           any PCS System and/or any PCS  Sub-System,  excluding
                           normal maintenance or parameter changes as prescribed
                           by the applicable Technical Documentation;

                                    (iv) Outages resulting from the Owner's, its
                           subcontractors'  or any third  party's (if such third
                           party is employed by the Owner) failure to follow the
                           Technical Documentation;

                                    (v) Outages  resulting from the  negligence,
                           gross negligence or willful  misconduct of the Owner,
                           or any of its employees, agents or contractors or any
                           other third party  (other than any  Subcontractor  or
                           any  employees,  representatives  or  agents  of  the
                           Vendor); or

                                    (vi)  Outages   resulting  from  failure  of
                           equipment  or software  not supplied by the Vendor or
                           any   Subcontractors   or  from  the  performance  of
                           services   not   performed   by  the  Vendor  or  any
                           Subcontractors; or

                                    (vii)   Outages   caused   by  the   Owner's
                           deactivation  of the System or any  portion  thereof,
                           unless the deactivation is undertaken in avoidance of
                           an unplanned outage; or

                                    (viii)  Outages caused by the failure of the
                           Network Interconnection facilities.

         (f) On or before the  beginning of each quarter of each  calendar  year
during the Term of this  Contract,  the Owner will  provide the Vendor a written
report  summarizing any Outages  occurring during the previous calendar quarter.
The amount of any Warranty Damages will be determined by the Owner as of the end
of the fourth  quarter of each calendar year during the Term,  for the preceding
four  quarterly  reporting  periods  during such Term. The Owner will notify the
Vendor of any such Warranty Damages in writing.  Such Damages will be payable in
credits on future purchases under this Contract or otherwise if this Contract is
terminated  for any  reason  within  thirty  (30)  days of the  occurrence.  Any
disputes  regarding the determination of the cause of an Outage or the amount of
any such Warranty  Damages will be resolved in accordance with the provisions of
Section 23.

         17.5  Repair and Return.  (a) If the Owner  claims a breach of warranty
under  subsections  17.1, 17.2 or 17.3, it must notify the Vendor of the claimed
breach  within a reasonable  time after its  determination  that a breach has in
fact  occurred.  The Owner will allow the Vendor to inspect  the  Products,  the
Services  or the System,  as the case may be,  on-site,  or,  upon the  Vendor's
reasonable  request and,  subject to subsection  17.5(d) below,  at the Vendor's
sole expense:  (i) with respect to Products,  return such Products to any of the
Vendor's repair  facilities  located in the United States and listed on Schedule
8, or (ii) with respect to Non-Essential  Equipment,  return such  Non-Essential
Equipment  to the  Vendor  (or to the third  party  manufacturer  if  previously
requested  by the  Vendor)  for  further  return to the  applicable  third party
manufacturer.  The Vendor or such third party  manufacturer  may use either new,
remanufactured,  reconditioned, refurbished, or functionally equivalent Products
or parts pursuant to the terms of this Contract,  including, but not limited to,
the Specifications,  in the furnishing of warranty repairs or replacements under
this Contract.

         (b)  The  Vendor  agrees  to  commence  work  on  all  such   Products,
Non-Essential  Equipment,  Services or any System Defect, as the case may be, or
Installation defects as soon as practicable,  but the Vendor will use reasonable
efforts to  commence  such Work in no event  later than  twenty-four  (24) hours
after  notification  of such defect,  and,  subject to  subsections  17.5(e) and
17.5(f), the Vendor will cure such defect as promptly as practicable. During the
Product  Warranty  Period  electronic  circuit board  components of Equipment or
Non-Essential Equipment, as the case may be, will be repaired or replaced by the
Vendor.

         (c) Failure of the System to  function to the level of the  performance
warranty as set forth in  subsection  17.3 will result in the  obligation of the
Vendor to promptly make whatever repairs, modifications, alterations, expansions
or to take any other  action  of any  kind,  including  but not  limited  to the
provision of additional  Products and/or Services,  necessary to  satisfactorily
fix that  portion  of the System  causing  any  failure  for which the Vendor is
responsible. In the event of a breach of the warranties in Section 17 which will
be cured with the  installation  of  additional  PCS  Products,  the Vendor will
provide such PCS Products,  together with related  transportation,  Installation
and optimization  Services,  as are reasonably required to remedy the shortfall,
at no charge to the Owner,  provided  that, if in order to remedy the shortfall,
the number of  additional  Base  Stations  required to cure the Vendor's  breach
under these warranties is not in excess of five percent (5%) of the total number
of Base  Stations in the relevant  PCS System (as such "total  number" is as set
forth in the Final RF Engineering Plan), the Vendor will not be obligated to pay
for the Base Stations and the  installation and  transportation  related thereto
required to cure such breach, provided further that the Vendor will be obligated
to provide and pay for any Base Stations and the installation and transportation
related thereto in excess of any such five percent (5%) shortfall.

         (d) All  costs  associated  with  (i)  removing  or  disconnecting  the
Products or the  Non-Essential  Equipment subject to the warranty claim pursuant
to the terms of this  Section 17 from any other  Products,  the  respective  PCS
System or PCS Sub-System or any part thereof or from other equipment,  any other
PCS system or any part thereof to which they are attached or connected,  or (ii)
dismantling surrounding Products, the respective PCS System or PCS Sub-System or
any part thereof or any other  equipment or other PCS system or any part thereof
in order to so remove or  disconnect  the  Products or  Non-Essential  Equipment
subject  to such  warranty  claim  will be borne by the  Vendor  throughout  the
applicable  Warranty  Period unless such Products are readily  returnable to the
Vendor in which case the Owner will bear all such costs. All packaging, shipping
and  freight  charges  incurred  in  connection  with the return of Items to the
Vendor will be borne by the Owner.  The Vendor will be responsible  for packing,
shipping and freight charges for return of repaired or replacement  Items to the
Owner,  unless the  Products  or  Non-Essential  Equipment,  as the case may be,
returned are not  Defective or  otherwise  not covered by the Vendor's  warranty
pursuant  to  subsection  17.1,  in which  case the Owner  will pay for all such
charges between the Owner's point of origin and the Vendor's  applicable  repair
facility in the United States.

         (e)  For  routine  warranty  service,   the  Vendor  will,  during  the
respective   Warranty  Period,   ship   replacement  or  repaired   Products  or
Non-Essential  Equipment  (or  components  thereof)  within  thirty (30) days of
receipt of the Defective  Equipment or  Non-Essential  Equipment (or  components
thereof) from the Owner. In the event such  replacement or repaired  Products or
Non-Essential  Equipment  cannot be shipped  within such time period,  or if the
Vendor determines that due to the particular  circumstances,  on-site repairs or
services are required,  the Vendor will  undertake  such repairs or  replacement
services  on-site within thirty (30) days of notification of the warranty Defect
by the Owner. In the event that the Vendor fails to repair or replace  Defective
Products and/or Non-Essential Equipment within thirty (30) days from the Owner's
notice  to the  Vendor,  then the  Vendor  will be deemed to be in breach of its
obligations  pursuant to this Contract and the Owner will be entitled to receive
a refund of all amounts previously paid to the Vendor for the Defective Products
or  Non-Essential  Equipment,  and  will  have  no  further  obligation  to  pay
additional  amounts in connection with the Defective  Products or  Non-Essential
Equipment.  The Owner will  return such  Defective  Products  and  Non-Essential
Equipment to the Vendor at the Vendor's sole cost and expense.

         (f) For emergency warranty service situations,  the Vendor will, during
the  applicable  Warranty  Periods,  use its best  efforts  to ship  replacement
Products or Non-Essential Equipment (or components thereof) no later than twelve
(12) hours after  notification  of the warranty  Defect by the Owner.  The Owner
will ship the Defective Products or Non-Essential Equipment to the Vendor within
thirty  (30)  days of  receipt  of the  replacement  Products  or  Non-Essential
Equipment,  as the case may be. In the event the Vendor  fails to  receive  such
Defective  Products  or  Non-Essential  Equipment  within  such  thirty (30) day
period,  the Vendor  will  invoice  the Owner for the  replacement  Products  or
Non-Essential Equipment at the then-current price in effect therefor pursuant to
the terms of this Contract.  If in an emergency warranty service situation,  the
Owner and/or the Vendor  determines  that due to the  particular  circumstances,
on-site technical  assistance is necessary,  the Vendor will dispatch  emergency
service  personnel to the site in accordance with the terms of subsection  2.26.
For the purpose of this subsection 17.5, an emergency warranty service situation
will be deemed to exist upon the occurrence of any E1 Emergency  Condition or E2
Emergency  Condition.  The  Vendor  agrees to  commence  work on all  Equipment,
Non-Essential  Equipment,  Facilities Preparation Services or any System defect,
as the case may be, or  Installation  defects  materially  impairing  service to
subscribers,  System performance,  billing, administration and/or maintenance as
soon as  practicable,  but in no event later than  twenty-four  (24) hours after
notification of such defect, and the Vendor will cure such defect as promptly as
practicable.

         17.6 Technical  Assistance Center. The Vendor must maintain a technical
assistance  center  in the  United  States,  and  during  the  Warranty  Periods
established   pursuant  to  subsections   17.1(a),   17.1(b),   17.2  and  17.3,
respectively,  will make such support center available to the Owner  twenty-four
(24)  hours  per day free of any  additional  charge to the  Owner  (other  than
applicable Annual Release Maintenance Fees).

         17.7 Scope of Warranties.  Unless otherwise stated herein, the Vendor's
warranties under this Section 17 will not apply to:

                  17.7.1 damage or defects resulting from the negligence,  gross
negligence or willful  misconduct of the Owner, or any of its employees,  agents
or contractors;

                  17.7.2  any  Equipment  or  Software  damaged by  accident  or
disaster,  including without limitation,  fire, flood, wind, water, lightning or
power  failure  other than to the extent  that any such  Equipment  or  Software
should in accordance with the Specifications and/or the Vendor's representations
be able to withstand any such events; or

                  17.7.3   non-integral  items  (other  than  any  Non-Essential
Equipment  otherwise  covered by subsection 17.1) normally consumed in operation
or which has a normal life inherently  shorter than the Warranty  Periods (e.g.,
fuses, lamps, magnetic tape); or

                  17.7.4  damages  or  defects  resulting  directly  from  Other
Vendor's  equipment  provided  that  this will in no event  limit  the  Vendor's
obligations as to Interoperability pursuant to the terms of this Contract;

                  17.7.5  Products which have had their serial numbers or months
and year of manufacture removed or obliterated by the Owner;

                  17.7.6 failures or  deficiencies in BTS performance  resulting
solely from changed environmental conditions, including, but not limited to, the
growth of trees and other foliage,  the erection of buildings,  and interference
from third party radio transmissions not otherwise engineered for by the Vendor;
or

                  17.7.7 Owner  modifications to (i) SCP/HLR Software (including
the Platform  Software in SCP/HLR  Hardware)  done pursuant to subsection  12.5,
(ii) Owner  modifications to AS Software and/or Actiview  Software done pursuant
to subsection 12.6 or (iii) Owner  modifications  to OTAF Software done pursuant
to subsection 12.7.

except when any such damage or defects are made, done or caused by the Vendor or
any of its Subcontractors.

         17.8  Expenses.  Except as  otherwise  provided in this Section 17, the
Owner will reimburse the Vendor for the Vendor's out-of-pocket expenses incurred
at the Owner's request in responding to and/or remedying Products, Non-Essential
Equipment, Services or any System defect, or service Deficiencies not covered by
the  warranties  set forth herein or otherwise  covered under a separate  System
maintenance agreement (subject, however, to the terms and conditions of any such
agreement) between the Vendor and the Owner.

         17.9 Third Party  Warranties.  If the Vendor  purchases or subcontracts
for the  manufacture of any part of the System or the  performance of any of the
Services to be provided  hereunder from a third party,  the warranties  given to
the Vendor by such third party will inure,  to the extent  assigned to the Owner
pursuant to this  Section 17 or  permitted  by law, to the benefit of the Owner,
and the Owner  will have the right,  at its sole  discretion,  to  enforce  such
warranties  directly  and/or  through the Vendor.  The  warranties of such third
parties will be in addition to and will not, unless  otherwise  expressly stated
herein, be in lieu of any warranties given by the Vendor under this Contract.

         17.10 Additional System Element Locations.  In the event that under the
remedy  provisions  of  this  Section  17 the  Vendor  is  required  to  provide
additional  MSC  and/or  Base  Stations  requiring   additional  System  Element
Locations, the Owner will be responsible for all Site Acquisition and Facilities
Preparation Services costs (other than any construction management costs or fees
which will be borne by the Vendor).

         17.11 EXCLUSIVE  REMEDIES.  THE FOREGOING PRODUCT,  SERVICES AND SYSTEM
WARRANTIES  AND  REMEDIES  ARE  EXCLUSIVE  FOR THE PURPOSES OF ANY BREACH BY THE
VENDOR OF ANY SUCH  WARRANTY  AND ARE IN LIEU OF ALL OTHER  EXPRESS  AND IMPLIED
WARRANTIES,  INCLUDING  BUT NOT LIMITED TO  WARRANTIES  OF  MERCHANTABILITY  AND
FITNESS FOR A PARTICULAR PURPOSE.


                              SECTION 18 INSURANCE

         18.1  Insurance.  The Vendor will maintain insurance in accordance with
the provisions set forth in Schedule 6.


                                SECTION 19 TAXES

         19.1 Taxes.  The amounts to be paid by the Owner under this Contract do
not  include  any  state,  provincial  or local  sales  and use  taxes,  however
designated,  which may be levied or assessed on the System,  any PCS System, any
PCS  Sub-System or any  component  thereof,  including,  but not limited to, the
Services.  With respect to such taxes,  the Owner will either furnish the Vendor
with an  appropriate  exemption  certificate  applicable  thereto  or pay to the
Vendor,  upon  presentation  of invoices  therefor,  such amounts thereof as the
Vendor may by law be required  to collect or pay;  provided,  however,  that the
Vendor will use its best efforts to minimize  the amount of any such taxes.  The
Owner has no  obligation  to the Vendor with respect to other taxes,  including,
but not limited to, those relating to franchise, net or gross income or revenue,
license,  occupation,  other real or  personal  property,  and fees  relating to
importation of the Products in the United States.

             SECTION 20 INDEMNIFICATION AND LIMITATION OF LIABILITY

         20.1 Vendor Indemnity. (a) The Vendor will indemnify and hold the Owner
and its Affiliates,  partners,  directors,  officers,  agents and employees (the
"Indemnitees")  harmless from and against all third party claims, demands suits,
proceedings,   damages,  costs,  expenses,   liabilities   (including,   without
limitation,   reasonable   legal  fees)  or  causes  of  action   (collectively,
"Liabilities")  brought  against or incurred by any Indemnitee for (i) injury to
persons (including physical or mental injury, libel, slander and death), or (ii)
loss or  damage  to any  property,  or  (iii)  violations  of  Applicable  Laws,
Applicable Permits,  codes, ordinances or regulations by the Vendor, or (iv) any
patent or trademark  claims  arising out of the Vendor's  obligation  subject to
subsection  14.2  or (v)  any  other  liability,  resulting  from  the  acts  or
omissions,  negligence,  error,  willful misconduct or strict liability,  of the
Vendor, its officers, agents, employees, or Subcontractors in the performance of
this Contract.  If the Vendor and the Owner jointly cause such Liabilities,  the
Parties will share the  liability in proportion  to their  respective  degree of
causal responsibility.

         (b) The Vendor's  obligation to indemnify under subsection 20.1(a) with
respect to any Liability  will not arise unless the Owner or the  Indemnitee (i)
notifies the Vendor in writing of such potential  Liability,  in the case of the
Owner,  within a reasonable  time after the Owner will receive written notice of
such  Liability;  provided  that the lack of such  notice  will not  affect  the
Vendor's obligation  hereunder (A) if the Vendor otherwise has knowledge of such
Liability  and (B) unless  such lack of notice is the cause of the Vendor  being
unable to adequately and reasonably defend such Liability, (ii) gives the Vendor
the  opportunity  and  authority  to  assume  the  defense  of and  settle  such
Liability,  subject  to the  provisions  of the next two  sentences,  and  (iii)
furnishes to the Vendor all such reasonable information and assistance available
to the Owner (or other Indemnitees) as may be reasonably requested by the Vendor
and necessary for the defense against such Liability.  The Vendor will assume on
behalf of the  Indemnitee  and conduct with due  diligence and in good faith the
defense of such Liability with counsel (including  in-house counsel)  reasonably
satisfactory to the Indemnitee; provided that the Indemnitee will have the right
to be  represented  therein by advisory  counsel of its own selection and at its
own expense. If the Indemnitee will have reasonably  concluded that there may be
legal  defenses  available to it which are different  from or additional  to, or
inconsistent  with, those available to the Vendor,  the Indemnitee will have the
right to  select  separate  counsel  reasonably  satisfactory  to the  Vendor to
participate  in the  defense of such  action on its own  behalf at the  Vendor's
expense.  In the event the Vendor  fails to defend any  Liability as to which an
indemnity  might be provided  herein,  then the Indemnitee  may, at the Vendor's
expense,  contest or settle  such  matter  without  the  Vendor's  consent.  All
payments,  losses,  damages  and  reasonable  costs  and  expenses  incurred  in
connection  with such  contest,  payment or  settlement  will be to the Vendor's
account and may be deducted from any amounts due to the Vendor.  The Vendor will
not settle any such Liability  without consent of the Indemnitee,  which consent
will  not be  unreasonably  withheld.  This  indemnity  is in lieu of all  other
obligations  of the  Vendor,  expressed  or  implied,  in law or in  equity,  to
indemnify  the  Indemnitees  (except  pursuant to Section 14 or any other Vendor
indemnitees set forth in this Contract).

         20.2 LIMITATION ON LIABILITY.  EXCEPT AS PROVIDED IN SUBSECTIONS  14.2,
15.2, 15.3, 15.4,  15.5,  15.6,  15.7, 15.8, 15.9,  15.10,  17.4, 20.1, AND 20.3
HEREOF,  IN NO EVENT,  AS A RESULT OF BREACH OF CONTRACT OR BREACH OF  WARRANTY,
WILL EITHER PARTY  HERETO BE LIABLE  UNDER THIS  CONTRACT TO THE OTHER PARTY FOR
ANY CONSEQUENTIAL OR INCIDENTAL  DAMAGES,  INCLUDING LOST PROFITS OR REVENUES OF
SUCH  PARTY,  BEFORE  OR  AFTER  ACCEPTANCE,  WHETHER  OR NOT SUCH  DAMAGES  ARE
FORESEEABLE.

         20.3  Damages  for Fraud or Willful  Misconduct  (a) The Vendor will be
responsible for all damages, including without limitation,  indirect, incidental
and  consequential  damages,  incurred by the Owner as a result of any damage or
injury  caused by or  resulting  from the  fraud or  willful  misconduct  of the
Vendor.
(-)
         (b) The Vendor  will be  responsible  for all  damages,  but  excluding
indirect,  incidental  and  consequential  damages,  incurred  by the Owner as a
result of any damages or injury  caused by or  resulting  from the fraud,  gross
negligence  or willful  misconduct of any of the  Subcontractors  related to the
performance of the Work, to the extent the Vendor would have liability  therefor
under this Contract if the Vendor had engaged in such conduct.


                    SECTION 21 REPRESENTATIONS AND WARRANTIES

         21.1  Representations and Warranties of the Vendor.  The Vendor hereby 
represents and warrants to the Owner as follows:

                  21.1.1  Due  Organization  of  the  Vendor.  The  Vendor  is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the  State  of New  York  and  has all  requisite  corporate  power  and
authority  to own and operate its business  and  properties  and to carry on its
business as such  business is now being  conducted  and is duly  qualified to do
business  in all  jurisdictions  in which the  transaction  of its  business  in
connection  with the  performance of its  obligations  under this Contract makes
such qualification necessary or required.

                  21.1.2 Due  Authorization of the Vendor;  Binding  Obligation.
The Vendor has full  corporate  power and  authority to execute and deliver this
Contract and to perform its obligations hereunder,  and the execution,  delivery
and  performance of this Contract by the Vendor have been duly authorized by all
necessary  corporate  action on the part of the Vendor;  this  Contract has been
duly  executed  and  delivered  by  the  Vendor  and is the  valid  and  binding
obligation of the Vendor  enforceable  in accordance  with its terms,  except as
enforcement  thereof  may be limited by or with  respect to the  following:  (i)
applicable insolvency,  moratorium,  bankruptcy, fraudulent conveyance and other
similar  laws of general  application  relating to or  affecting  the rights and
remedies  of  creditors;  (ii)  application  of  equitable  principles  (whether
enforcement  is sought in  proceedings  in equity or at law); and (iii) provided
the remedy of specific  enforcement  or of  injunctive  relief is subject to the
discretion of the court before which any proceeding therefore may be brought.

                  21.1.3   Non-Contravention.   The   execution,   delivery  and
performance  of  this  Contract  by  the  Vendor  and  the  consummation  of the
transactions  contemplated hereby do not and will not contravene the certificate
of  incorporation or by-laws of the Vendor and do not and will not conflict with
or result in (i) a breach of or default under any  indenture,  mortgage,  lease,
agreement,  instrument, judgment, decree, order or ruling to which the Vendor is
a Party or by which it or any of its properties is bound or affected,  or (ii) a
breach of any Applicable Law.

                  21.1.4 Regulatory Approvals.  All authorizations by, approvals
or orders by,  consents  of,  notices  to,  filings  with or other acts by or in
respect of any  Governmental  Entity or any other Person  required in connection
with the execution, delivery and performance of this Contract by the Vendor have
been obtained or will be obtained in due course.

                  21.1.5 Non-Infringement. The Vendor represents and warrants to
the best of its knowledge based on reasonable  diligence under the circumstances
that as of the Effective Date there are no actual claims or threatened or actual
suits in connection with patents and other  intellectual  property  matters that
would   materially   adversely  affect  the  Vendor's  ability  to  perform  its
obligations under this Contract.

                  21.1.6 Scope. The representations and warranties of the Vendor
pursuant  to this  subsection  21.1  will be  deemed to apply to all of the Work
performed by any  Subcontractor  employed by the Vendor as though the Vendor had
itself performed such Work.

                  21.1.7 Requisite Knowledge. The Vendor represents and warrants
that it has all requisite knowledge,  know-how,  skill, expertise and experience
to perform the Work in accordance with the terms of this Contract.

                  21.1.8  Financial Capacity.  The Vendor represents and 
warrants the financial, management and manufacturing capacity and capabilities 
to do the Work in a timely manner in accordance with the terms of this
Contract.

         21.2  Representations and Warranties of the Owner.  The Owner hereby .
represents and warrants to the Vendor as follows:

                  21.2.1 Due  Organization of the Owner.  The Owner is a limited
partnership,  validly  existing and in good standing under the laws of the State
of Delaware  and has all  requisite  power and  authority to own and operate its
business and  properties  and to carry on its  business as such  business is now
being  conducted  and is duly  qualified  to do business in Delaware  and in any
other  jurisdiction  in  which  the  transaction  of  its  business  makes  such
qualification necessary.

                  21.2.2 Due Authorization of the Owner; Binding Obligation. The
Owner has full power and  authority to execute and deliver this  Contract and to
perform its obligations hereunder,  and the execution,  delivery and performance
of this  Contract  by the  Owner  have  been duly  authorized  by all  necessary
partnership  action  on the part of the  Owner;  this  Contract  has  been  duly
executed and  delivered by the Owner and is the valid and binding  obligation of
the Owner  enforceable  in  accordance  with its  terms,  except as  enforcement
thereof  may be limited  by or with  respect to the  following:  (i)  applicable
insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws
of general  application  relating  to or  affecting  the rights and  remedies of
creditors;  (ii)  application of equitable  principles  (whether  enforcement is
sought in  proceedings  in equity or at law);  and (iii)  provided the remedy of
specific enforcement or of injunctive relief is subject to the discretion of the
court before which any proceeding therefor may be brought.

                  21.2.3   Non-Contravention.   The   execution,   delivery  and
performance  of  this  Contract  by  the  Owner  and  the  consummation  of  the
transactions  contemplated hereby do not and will not contravene the partnership
arrangements  governing  the conduct of the partners in the Owner and do not and
will not  conflict  with or  result  in (i) a breach  of or  default  under  any
indenture,  mortgage, lease, agreement,  instrument,  judgment, decree, order or
ruling to which the Owner is a Party or by which it or any of its  properties is
bound or affected, or (ii) a breach of any Applicable Law.

                        SECTION 22 TITLE AND RISK OF LOSS

         22.1 Title.  Title to each Item of Equipment  (but in no case Software)
will pass to the Owner upon delivery thereof by the Vendor to the System Element
Location  to which each such Item  belongs or such other  location  specifically
requested by the Owner or as otherwise mutually agreed to by the Parties.  Prior
to  acquiring  title to the  Equipment,  the Owner  will not cause or permit the
Equipment to be sold, leased or subjected to a lien or other encumbrance.

         22.2 Risk of Loss. Risk of loss of any Products  furnished to the Owner
in connection with this Contract will pass from the Vendor to the Owner upon the
completion  of  the  Bolt-down  by  the  Vendor  of any  PCS  Product  or at the
completion of installation  of any other Product each at the appropriate  System
Element Location within the given PCS System and/or PCS Sub-System provided that
the risk of loss of any such PCS System or PCS Sub-System within the System will
not pass to the  Owner  until  such  time as the  Vendor  is fully  prepared  to
commence  testing  for the  Substantial  Completion  of such PCS  System  or PCS
Sub-System  in  accordance  with and  pursuant  to  Exhibit B3 and  Exhibit  A1;
provided,  however,  that the Owner  will  assume the risk of loss prior to such
Substantial  Completion by the Vendor for any such  Products  damaged due to the
gross  negligence or willful  misconduct of the Owner  (provided  that the Owner
will  also  assume  the risk of loss for its own  negligence  at any time  after
Milestone  6 (as  set  forth  in  Exhibit  A1) in each  PCS  System  and/or  PCS
Sub-System within the System).  With respect to Products delivered by the Vendor
but not otherwise installed by the Vendor pursuant to and in accordance with the
terms of this Contract, risk of loss will pass to the Owner upon delivery by the
Vendor to the  Owner's  designated  site.  Until such time as risk passes to the
Owner, the Vendor will, at its sole cost and expense, remedy, repair and replace
all physical  damage,  loss or injury to such property;  provided that, prior to
the passing of risk of loss to the Owner,  any actual proceeds of its applicable
insurance  payable with respect to such  physical  damage at such time,  loss or
injury are paid to the Vendor as necessary  to achieve  such  remedy,  repair or
replacement.

         22.3 AS Products Risk of Loss.  Notwithstanding  anything  contained in
this Section 22 to the contrary, risk of loss as to AS Products will pass to the
Owner upon the delivery to the Owner's designated location.

         22.4 OTAF and Actiview Products Risk of Loss.  Notwithstanding anything
contained  in this  Section 22 to the  contrary,  risk of loss as to OTAF and/or
Actiview  Products (as  appropriate)  will pass to the Owner upon  delivery (and
installation  to  the  extent  applicable)  thereof  to the  Owner's  designated
location.


                          SECTION 23 DISPUTE RESOLUTION

         23.1 Dispute  Resolution.  Subject to  subsection  23.4 and  subsection
24.3,   in  the  event  any   controversy,   claim,   dispute,   difference   or
misunderstanding  arises  out of or  relates  to  this  Contract,  any  term  or
condition  hereof,  any of the Work to be performed  hereunder or in  connection
herewith,  the respective  System Managers of the Owner and the Vendor will meet
and negotiate in good faith in an attempt to amicably resolve such  controversy,
claim, dispute,  difference or misunderstanding in writing. Such System Managers
must meet for this purpose  within ten (10)  Business  Days,  or such other time
period  mutually  agreed  to by the  Parties,  after  such  controversy,  claim,
dispute,  difference or  misunderstanding  arises.  If the Parties are unable to
resolve the controversy,  claim, dispute, difference or misunderstanding through
good faith  negotiations  within such ten (10)  business day period,  each Party
will,  within  five (5)  Business  Days  after the  expiration  of such ten (10)
business day period,  prepare a written position  statement which summarizes the
unresolved issues and such Party's proposed resolution.  Such position statement
must be delivered by the Vendor to the Owner's Vice  President of Engineering or
Operations  and  by  the  Owner  to  the  Vendor's   corresponding   officer  or
representative  for  resolution  within (5)  Business  Days,  or such other time
period mutually agreed to by the Parties.

         If the Parties continue to be unable to resolve the controversy, claim,
dispute,  difference or misunderstanding,  either Party may initiate arbitration
in accordance with the provisions of subsection 23.2 below;  provided,  however,
that  with  respect  to  any   controversy,   claim,   dispute,   difference  or
misunderstanding  arising out of or relating  to this  Contract by which  either
Party seeks to obtain from the other  monetary  damages in excess of twenty-five
million  dollars  ($25,000,000),  either  Party,  in such case,  may commence an
action in any state or  federal  court in  accordance  with  subsection  27.7 to
resolve such matter in lieu of proceeding with an arbitration pursuant to and in
accordance  with  subsection  23.2. The  arbitrators  hired or otherwise  chosen
pursuant to and in accordance  with the terms of this  Contract  will  determine
issues of  arbitrability  pursuant to the terms of this  Contract but may not in
any way limit,  expand or otherwise  modify the terms of this  Contract nor will
they  have any  authority  to award  punitive  or other  damages  in  excess  of
compensatory damages (other than as specifically set forth in this Contract) and
each  Party  irrevocably  waives  any  such  claim  thereto  when  invoking  the
arbitration provisions of subsection 23.2.

         23.2 Arbitration.  An arbitration  proceeding initiated by either Party
under this Contract with respect to any controversy,  claim, dispute, difference
or  misunderstanding  will be conducted in Kansas City,  Missouri in  accordance
with the Commercial Arbitration rules of the AAA, except that, at the request of
either Party, a stenographic transcript of the testimony and proceedings will be
taken and the  arbitrators  will base their decision upon the records and briefs
of the Parties.

         Such  arbitration  will be initiated  by either Party by notifying  the
other  Party  in  writing  and  will  be  settled  before  three  (3)  impartial
arbitrators,  one of whom will be named by the Owner,  one by the Vendor and the
third  by  the  two   arbitrators   appointed  by  the  Owner  and  the  Vendor,
respectively.  All of the named arbitrators will have significant  experience in
the  wireless  telecommunications  industry.  If either  the Owner or the Vendor
fails to select an  arbitrator  within ten (10) days after notice has been given
of the initiation of the arbitration,  the officer in charge of the Kansas City,
Missouri office of the AAA will have the right to appoint the other  arbitrator,
and the two arbitrators thus chosen will then select the third arbitrator.

         Except as the Parties may otherwise  mutually  agree,  the  arbitration
hearings  will  commence  within  fifteen  (15)  Business  Days  after a Party's
initiation  of the  arbitration.  The Federal  Rules of Evidence  will apply and
reasonable discovery, including depositions, will be permitted. Discovery issues
will be decided by the arbitrators and post-hearing briefs will be permitted.

         The  arbitrators  will render a decision within ten (10) days after the
conclusion of the hearing(s) and submission of post-hearing briefs and a written
opinion  setting  forth  findings  of fact and  conclusions  of law will be made
available to the Parties  within that time period.  The decision of the majority
of the arbitrators regarding the matter submitted will be final and binding upon
the Parties.  Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.

         Each Party will pay for the  services  and  expenses of the  arbitrator
appointed by it, its witnesses and  attorneys,  and all other costs  incurred in
connection with the arbitration (including,  without limitation, the cost of the
services  and  expenses  of the  arbitrator  appointed  by the  two  arbitrators
appointed by the Parties) will be paid in equal part by the Parties,  unless the
award  will  specify  a  different  division  of  the  costs.  Unless  otherwise
specifically  stated in this  Contract,  during the pendency of any  arbitration
proceedings,  the  Parties  agree  to  continue  to  perform  their  obligations
hereunder  in the  same  manner  as  prior  to the  institution  of  arbitration
proceedings.

         23.3 Third Party Engineer. Disputes arising under subsections 2.6, 2.7,
9.5(b),  9.6,  10.1  and 17.4 of this  Contract,  or as  otherwise  specifically
provided  elsewhere in this  Contract,  or as otherwise  mutually  agreed by the
Parties,  are to be resolved by the Third Party Engineer in the manner  provided
in this subsection  23.3. The Vendor and the Buyer will first attempt to resolve
the dispute through  consultation  and negotiation in good faith and in a spirit
of mutual  cooperation as provided in subsection  23.1 above.  If those attempts
fail,  then  either  Party may  submit  its  written  notice to the other  Party
requesting  that the  dispute  be  resolved  by the  Third  Party  Engineer,  in
accordance  with the merits of the dispute.  If,  within ten (10)  Business Days
after the  receipt of such  notice by the  notified  Party,  the  dispute is not
resolved,  the Owner will  select  one of the Third  Party  Engineers  listed on
Schedule 14 to render  decision in the dispute.  The Third Party  Engineer  will
issue a written  decision  containing an explanation of how and why the decision
was  reached.  The Third Party  Engineer's  decision  will be final and binding,
except  with  respect to any  opinion  that over the Term of the  Contract  will
impact the losing  Party in the amount of one million  dollars  ($1,000,000)  or
more.  If within ten (10)  Business  Days  following  the  issuance  of any such
opinion the Parties have not agreed to  implement  the terms of any such opinion
that is not final, either Party may seek arbitration  pursuant to the provisions
of subsection 23.2 above. In such  arbitration,  either Party may introduce into
evidence the opinion of the Third Party  Engineer,  but the  arbitrator(s)  must
rule on all issues of the dispute on a de novo basis,  except as to any facts or
other matters set forth in the opinion and stipulated by both of the Parties. If
none of the listed  Third Party  Engineers  is  available or if none accepts the
assignment  and the Parties  cannot  otherwise  mutually  agree to another Third
Party Engineer,  an experienced  and reputable  engineer (who is not employed by
either Party or any of their  Affiliates  or  affiliates)  will be chosen by the
then President of the Institute of Electrical  and Electronic  Engineers (or the
Vice  President,  if the  President is a present or former  employee of any such
entities) to serve as the Third Party Engineer for the purposes of resolving the
dispute.  Unless otherwise mutually agreed by the Parties,  any Person who is an
officer or employee,  agent,  Subcontractor or subcontractor  of, or a technical
consultant  to,  either Party will be  automatically  ineligible to be the Third
Party  Engineer.  The costs of  utilizing  a Third  Party  Engineer  to  resolve
disputes under this subsection 23.3 will be shared equally by both Parties.

         23.4 Other  Remedies.  Notwithstanding  anything to the contrary herein
contained,  each  Party will be  entitled  to pursue  any  equitable  rights and
remedies  that  are  available  at  law  or in  equity  without  complying  with
subsection 23.2 or 23.3.

         23.5 Tolling.  All applicable  statutes of limitation will be tolled to
the extent permitted by Applicable Law while the dispute  resolution  procedures
specified in this Section 23 are pending,  and nothing  herein will be deemed to
bar any Party from  taking such  action as the Party may  reasonably  deem to be
required to effectuate such tolling.

                  SECTION 24 TERMINATION AND EVENTS OF DEFAULT

         24.1 Termination  Without Cause. (a) The Owner may, at its sole option,
terminate this Contract, in its entirety, for convenience upon ninety (90) days'
prior written  notice at any time;  provided that prior to any such  termination
pursuant to this subsection 24.1 the Minimum Commitment will have been fulfilled
by the Owner in accordance with the terms of this Contract.

         (b) Any  orders  for  Vendor  Work  within  any PCS  System  and/or PCS
Sub-System  within the System made by the Owner  pursuant  to and in  accordance
with the terms of this  Contract and the program  management  procedures  of the
Owner prior to any such  termination  described in clause (a) above,  other than
the  Initial  Commitment,  will  remain in effect and will be  fulfilled  to the
extent that such orders are outstanding as of the date of such termination.  For
the purposes of this subsection  24.1(b) an "order" will not include the Initial
Commitment  or any order  for a full PCS  System or PCS  Sub-System  within  the
Initial System or the System.

         24.2  Termination for Cause.  The Owner also has the right to terminate
this  Contract  in its  entirety  (except as  otherwise  set forth in clause (l)
below)  without any penalty or payment  obligation  upon the  occurrence  of any
Vendor event of default  (each a "Vendor  Event of Default") as set forth below.
The  occurrence  of any of the  following  will  constitute  a  Vendor  Event of
Default:

         (a) the Vendor (i) files a voluntary  petition in  bankruptcy or has an
involuntary petition in bankruptcy filed against it that is not dismissed within
forty-five  (45) days of such  involuntary  filing,  (ii)  admits  the  material
allegations  of any petition in  bankruptcy  filed against it, (iii) is adjudged
bankrupt,  or (iv) makes a general  assignment for the benefit of its creditors,
or if a receiver is appointed for all or a substantial portion of its assets and
is not discharged within sixty (60) days after his appointment; or

         (b)  the Vendor commences any proceeding for relief from its creditors 
in any court under any state insolvency statutes; or

         (c)  the Vendor materially disregards or materially violates material 
Applicable Laws or material Applicable Permits; or

         (d)  the Vendor persistently and materially allows Defects and Defi-
ciencies to exist; or

         (e) the Vendor  fails to fulfill its  obligations  with  respect to the
satisfaction,  discharge  or  bonding of liens as set forth in  subsection  2.36
hereof; or

         (f) the Vendor abandons or ceases for a period in excess of thirty (30)
days its  performance  of the Work  (except as a result of a  casualty  which is
fully covered by insurance or as to which other provisions reasonably acceptable
to the Owner are being  diligently  pursued)  or fails to begin the Work  within
thirty (30) days after the Notice to Proceed Date; or

         (g)  the Vendor assigns or subcontracts Work other than as provided for
in this Contract; or

         (h)  the Vendor fails to materially comply with any Change Order; or

         (i) the  Vendor  fails to perform  this  Contract  (including,  without
limitation,  any action the Vendor may take on any  Vendor-Controlled  Site) and
thereby prejudices in any way deemed material by the parties providing financing
in connection  with the build-out of the Nationwide  Network and/or the Owner in
their reasonable  opinion the Owner's efforts to obtain financing for the System
and/or the Nationwide System; or

         (j)  the Vendor fails to pay to the Owner any material amount due to 
the Owner by the date required for such payment; or

         (k)  the Vendor fails to comply with subsection 27.22;

         (l) the Vendor misses any Interim Milestone within any given PCS System
or PCS  Sub-System by a period in excess of thirty (30) days and such failure to
achieve  such  Interim  Milestone  was not caused by (i) a Force  Majeure  event
and/or  (ii) any act or omission  of the Owner;  provided  that in such case the
Owner will have the right,  but not the  obligation,  to terminate this Contract
with  respect to only that PCS System or PCS  Sub-System  in which such  interim
delay occurred unless such interim delay relates to Milestone 4 (as set forth on
Exhibit A1) in which case the Owner will have the right, but not the obligation,
to  terminate  this  Contract  in its  entirety as  otherwise  set forth in this
subsection 24.2; or

         (m)  the Vendor otherwise materially breaches any provision of this 
Contract.

         24.3 Remedies.  (a) If any of the Vendor Events of Default exists,  the
Owner may,  without  prejudice  to any other  rights or remedies of the Owner in
this  Contract or at law or in equity,  terminate  this  Contract  upon  written
notice to the Vendor; provided, however, that the Owner will have first provided
to the Vendor the following periods of notice and opportunity to cure:

                  (i) in the  case  of an  Event  of  Default  specified  in the
         foregoing  clauses (e) and (k), the Owner will have provided  seven (7)
         days'  prior  written  notice to the  Vendor,  and the Vendor will have
         failed to remedy such breach  entirely by the end of such seven (7) day
         period;

                  (ii) in the  case of an  Event  of  Default  specified  in the
         foregoing  clauses (a) or (b), no notice or opportunity to cure will be
         required from the Owner; and

                  (iii) in the case of any other Event of Default by the Vendor,
         the Owner  will have  provided  forty-five  (45)  days'  prior  written
         notice,  and the Vendor  will have  failed (i) to  commence to cure the
         default  within five (5) days of delivery of such  notice,  and (ii) to
         diligently  pursue such cure and remedy the breach  entirely by the end
         of said forty-five (45) day notice period.

         (b) If the Owner  elects to  terminate  this  Contract,  the Owner may,
without  prejudice to any other rights or remedies of the Owner in this Contract
or of law or in equity, do one or more of the following:

                  (i)  Take  possession  of all  Engineering  and  design  data,
         procurement data,  manufacturing data,  construction and erection data,
         start-up and testing  data,  materials,  and Products  that will become
         part  of the  System  and/or  the  specified  PCS  Systems  and/or  the
         specified PCS Sub-Systems, or the Work, whether any of the same is in a
         partial state of completion or completed condition, and title to any of
         said items vests in the Owner (if not already  vested by the provisions
         of this Contract);

                  (ii)  Take  temporary  possession  and  control  of all of the
         Vendor's installation equipment, machinery, and the Vendor's materials,
         supplies,  Software and any and all tools  (including,  but not limited
         to, any and all RF  Engineering  tools and/or  software) at any project
         site, including but not limited to any System Element Location,  within
         the System and/or the  specified  PCS Systems  and/or the specified PCS
         Sub-Systems  which in the Owner's  opinion are  necessary to finish the
         Work;

                  (iii)  Direct  that  the  Vendor   assign  its   Subcontractor
         agreements  to the Owner  without  any  change  of price or  conditions
         therein or penalty or payment therefor; or

                  (iv)  Take over and finish the Work by whatever reasonable 
methods the Owner may deem expedient;

provided,  that,  nothing  contained  in  paragraphs  (a) through (d) above will
require  the  Vendor  to  relinquish  to the  Owner  any  of  its  manufacturing
facilities,  specific  Product  designs  (other  than  such  designs  previously
provided to the Owner pursuant to the terms of this  Contract),  Software Source
Codes, trade secrets or proprietary  information not previously provided or made
available  to the  Owner,  the  System  or any part  thereof  or any  materials,
supplies,  inventories, tools, software, engineering and/or designs that are not
integral or relevant to the completion of the Work.

         24.4 Discontinuance of Work. Upon such notification of termination, the
Vendor  must  immediately  discontinue  all of the Work  (unless  such notice of
termination  directs  otherwise),  and,  as more  fully set forth in  subsection
24.3(b)  clauses  (i)  through  (iv),  deliver to the Owner  copies of all data,
drawings,   specifications,   reports,  estimates,  summaries,  and  such  other
information,  and  materials  as may have  been  accumulated  by the  Vendor  in
performing the Work,  whether completed or in process.  Furthermore,  the Vendor
must  assign,  assemble  and  deliver  to the  Owner  all  purchase  orders  and
Subcontractor agreements requested by the Owner.

         24.5  Payments.  When the  Owner  terminates  this  Contract  for cause
pursuant to subsection  24.2, the Vendor will not be entitled to receive further
payment  other than payments due and payable under this Contract and not subject
to dispute prior to such  termination  (provided that any such disputed  amounts
will  be paid by the  Owner  when  and if  such  dispute  is in fact  resolved).
Notwithstanding  anything  herein  to  the  contrary,  the  Owner  may  withhold
payments,  if any, to the Vendor for the  purposes of offset of amounts  owed to
the Owner  pursuant to the terms of this  Contract  until such time as the exact
amount of damages due the Owner from the Vendor is fully determined.

         24.6  Costs.  In the event of a  termination  due to a Vendor  Event of
Default,  the Owner will be entitled to the costs in connection  with  finishing
the Work  (exclusive of any Liquidated  Damages already paid and/or owing to the
Owner upon  termination of this  Contract),  and if such costs exceed the unpaid
balance of the Contract  Price,  the Vendor will be liable to pay such excess to
the Owner.  The amount to be paid by the Vendor pursuant to this subsection 24.6
will survive termination of this Contract and will be subject to the limitations
of liability in this Contract.

         24.7  Continuing  Obligations.  Termination  of this  Contract  for any
reason (i) will not relieve either Party of its obligations  with respect to the
confidentiality of the Proprietary Information as set forth in subsection 27.19,
(ii) will not relieve  either Party of any  obligation  which  applies to it and
which  expressly or by  implication  survives  termination,  and (iii) except as
otherwise  provided in any  provision of this  Contract  expressly  limiting the
liability of either Party,  will not relieve either Party of any  obligations or
liabilities  for loss or damage to the other  Party  arising out of or caused by
acts or omissions of such Party prior to the  effectiveness  of such termination
or arising out of its  obligations as to portions of the Work already  performed
or of obligations assumed by the Vendor prior to the date of such termination.

         24.8 Vendor's  Right to  Terminate.  The Vendor will have the option to
terminate this Contract without any penalty or payment  obligations,  other than
undisputed  payment  obligations   outstanding  as  of  the  date  of  any  such
termination pursuant to the terms of this Contract if:

         (a) the Owner (i) files a voluntary  petition in  bankruptcy  or has an
involuntary petition in bankruptcy filed against it that is not dismissed within
forty-five  (45) days of such  involuntary  filing,  (ii)  admits  the  material
allegations  of any petition in  bankruptcy  filed against it, (iii) is adjudged
bankrupt,  or (iv) makes a general  assignment for the benefit of its creditors,
or if a receiver is appointed for all or a substantial portion of its assets and
is not  discharged  within sixty (60) days after his  appointment,  and any such
filing,  proceeding,  adjudication or assignment as described  herein above will
otherwise materially impair the Owner's ability to perform its obligations under
this Contract;

         (b)  the Owner commences any proceeding for relief in any court under 
any state insolvency statutes;

         (c) the Owner fails to make payments of  undisputed  amounts due to the
Vendor  pursuant  to the terms of this  Contract  which are more than sixty (60)
days overdue,  provided that such failure has continued for at least thirty (30)
days  after the  Vendor  has  notified  the Owner of its right and  intent to so
terminate on account of such overdue amount;

         (d) the Owner persistently and materially  breaches  subsection 11.1 or
subsection 27.19 notwithstanding the fact that the Vendor will have provided the
Owner with prior written  notice  describing the alleged  material  breaches and
will have given the Owner a reasonable  time (not less than thirty (30) days) to
cure any such breaches; or

         (e) except as otherwise  provided in subsection 24.1 the Owner fails to
fulfill its Initial  Commitment  within five (5) years of the Effective Date for
whatever  reason other than (i) any act or omission of the Vendor,  (ii) failure
or inability to  successfully  complete  Microwave  Relocation in any PCS System
and/or PCS Sub-System,  (iii) failure or inability to  successfully  attain Site
Acquisition Substantial Completion in any given PCS System and/or PCS Sub-System
or (iv) any event otherwise constituting a Force Majeure hereunder.

         24.9 Special  Termination  Events.  (a) In the event that financing for
the Owner's  build-out of the initial  phase of the  Nationwide  Network has not
been  finalized  with the Vendor and the Other  Vendors on terms and  conditions
reasonably  satisfactory to the Owner, on or before one hundred and eighty (180)
days  after  January  31,  1996,  the  Owner  will have the  right,  but not the
obligation, to terminate this Contract in its entirety without charge or penalty
of any kind.  In the event of a termination  of this  Contract  pursuant to this
subsection  24.9(a) the Owner will  remain  liable for amounts due to the Vendor
for all  Work  performed  or  Products  delivered  by the  Vendor  or any of its
Subcontractors  pursuant to the specific  terms of this Contract  which had been
directly delivered to or performed for the Owner and/or any of its facilities or
sites in accordance with the terms of this Contract  including,  but not limited
to,  the  Project  Milestones.  Any  amounts  owed by the Owner for Work done or
Products  delivered  by the Vendor  during  such  interim one hundred and eighty
(180) day period (the "Financing  Interim Period") not otherwise invoiced to the
Owner by the Vendor prior to the  termination of such Financing  Interim Period,
will be invoiced to the Owner by the Vendor within thirty (30) days (but failure
to so invoice will not excuse the Owner's obligation to otherwise pay the Vendor
pursuant to the terms of this subsection  24.9(a)) of such termination  pursuant
to this  subsection  24.9(a) and will be payable to the extent not  otherwise in
dispute  by the Owner  within  thirty  (30)  days of  receipt  of such  invoice;
provided  that in no event  will the  Owner be  liable  to the  Vendor  due to a
termination of this Contract pursuant to this subsection  24.9(a) for any of the
Vendor's  direct or indirect costs or expenses  incurred in connection  with any
supplies or equipment  ordered by the Vendor or  agreements  entered into by the
Vendor  in order  to  enable  it to  fulfill  its  obligations  hereunder  or in
connection  with the  establishment  of  and/or  upgrade  to its  manufacturing,
personnel,  engineering,  administrative or other capacities and/or resources in
contemplation  of or pursuant to its performance in accordance with the terms of
this  Contract  and any  amounts due to the Vendor  pursuant to this  subsection
24.9(a)  will be  limited  in all cases to Work  actually  done or  Products  or
Services actually delivered to the Owner, its sites or its facilities.

         (b) If at any time after the  Effective  Date any material  change will
have  occurred in any  Applicable  Law or in the  interpretation  thereof by any
Governmental  Entity,  or there will be rendered any decision in any judicial or
administrative  case,  in either case which,  in the  reasonable  opinion of the
Owner, would make the Owner's use of any part of any PCS System illegal or would
subject  the  Owner or any of its  Affiliates  to any  material  penalty,  other
material  liability or onerous condition or to any burdensome  regulation by any
Governmental  Entity or otherwise  render the use of such PCS System  and/or PCS
Sub-System economically nonviable,  then, with respect to such PCS System and/or
PCS Sub-System,  or affected part thereof,  or with respect to the entire System
if so affected,  the Owner may terminate this Contract without charge or penalty
of any kind;  provided that (i) the Owner gives the Vendor prior written  notice
of any such change or decision;  (ii) that the Owner uses its reasonable efforts
for a reasonable  time to reverse or  ameliorate  such change or decision to the
extent possible or practical  prior to declaring such  termination and (iii) the
Owner,  at the  Vendor's  request,  gives  the  Vendor  a legal  opinion  from a
reputable law firm with experience in the area confirming the Owner's reasonable
opinion  as set forth  above.  In the event of a  termination  pursuant  to this
subsection 24.9(b),  payment obligations incurred by the Owner for Work actually
done or Products  or Services  actually  delivered  by the Vendor  prior to such
termination pursuant to this Contract will be payable by the Owner to the Vendor
on the same terms and subject to the limitations set forth in subsection 24.9(a)
above.

                              SECTION 25 SUSPENSION

         25.1 Owner's Right to Suspend Work. The Owner may, at any time and upon
reasonable notice to the Vendor, order the Vendor, in writing, to suspend all or
any part of the  Work  for  such  reasonable  period  of time as the  Owner  may
reasonably  determine to be appropriate for its convenience.  Any request by the
Vendor for a change in the  Specifications  caused by the Owner's  suspension of
the Work  pursuant  to this  subsection  25.1 will be  subject to the review and
reasonable  acceptance of the Owner. No modification to the Specifications  will
be made to the extent  that  performance  is, was or would have been  suspended,
delayed or  interrupted  for any other cause due to the Vendor's fault or if the
suspension  had no effect on agreed upon  performance  deadlines  and/or Project
Milestones set forth in this Contract. In the event of any such suspension,  the
Vendor  will be  compensated  for any actual  and  reasonable  loss,  actual and
reasonable damages or actual and reasonable  expenses arising directly from such
delay,  including but not limited to payments  contractually  required under any
Subcontractor  agreements and  reimbursement of reasonable  expenses  associated
with the necessary  re-deployment of the Vendor's  resources;  provided that the
Vendor will in such event use  reasonable  efforts to estimate and report to the
Owner any such costs or  expenses  prior to the  commencement  of any such Owner
suspension pursuant to this subsection 25.1.


                        SECTION 26 MOST FAVORED CUSTOMER

         26.1 Most Favored Customer  Status.  (a) With respect to the deployment
of the Initial  System  (including  any  Expansions  or additions to the Initial
System  within the context of the Initial  System  pursuant to the terms of this
Contract),  the Owner  will be deemed one of the  Vendor's  most  important  and
favored  Customers and will always receive priority in terms of availability and
quantity of Products,  Engineering and Services no less favorable than any other
Customer of the Vendor and in any event always in  accordance  with the terms of
this Contract, including, but not limited to, Exhibit A2. At any time during the
Term,  the Owner will receive PCS Products,  Engineering  and Services at prices
and on payment terms and all other contract terms, including financing terms, no
less  favorable to the Owner (when viewed  collectively)  than those  offered or
available to any other Customer (other than Initial Affiliates and/or Additional
Affiliates pursuant to the terms of this Contract) of the Vendor for use of such
Items  within  the  United  States  who  are  involved  in  transactions  and/or
arrangements of similar or lesser volumes (for the purposes hereof,  the Owner's
volume will always be deemed to be at least the level of the Initial  Commitment
plus any more PCS Products,  Services  and/or  Engineering  ordered at such time
during the Term of this Contract).

         (b) On an annual basis throughout the Term of this Contract  commencing
on the  Effective  Date the Vendor will be required to audit its offering of all
CDMA PCS Products,  engineering and services  provided to the  then-existing ten
(10) largest of its Customers (other than Initial  Affiliates  and/or Additional
Affiliates pursuant to the terms of this Contract) (based on volume purchased or
to be purchased)  in the  preceding  calendar year and certify to the Owner in a
certificate  executed  by a duly  authorized  officer  of the  Vendor  (the "MFC
Certificate") that the Owner has in fact received the prices,  payment and other
contract terms,  availability  and quantity of and on Products,  Engineering and
Services in accordance with the terms of clause (a) above.

         (c) To the extent the Owner determines pursuant to clause (b) above, or
otherwise, that the Vendor has not in fact complied with the terms of clause (a)
above the Owner will have  thirty  (30)  Business  Days from  receipt of the MFC
Certificate  to  provide  the Vendor  with a written  claim for  Product  and/or
Engineering  and/or  Service  pricing  rebates  on future  purchases  under this
Contract  based upon the  Owner's  reasonable  calculation  of the impact on the
Owner of the Vendor's failure to comply with clause (a) of this subsection 26.1.
The Owner's  written claim will specify the reasoning  underlying its claim.  To
the extent the Vendor  disagrees  with any such claim for such  pricing  rebates
made by the Owner  pursuant  to this  clause (c) the Vendor  will have the right
within ten (10) Business Days of receiving the Owner's  written  rebate claim to
request  management  escalation of the matter as provided in subsection 23.1. In
the event that the Parties have not resolved the matter within ten (10) Business
Days after commencement of such escalation,  either Party will have the right to
submit  the  Owner's  claim and the  Vendor's  written  response  thereto  to an
Independent  Auditor who will have the authority  only to determine  whether the
Vendor is in  non-compliance  with the terms of clause (a) above and whether the
Owner's  calculation  of the claimed  pricing  rebate is fair and  reasonable in
light of the  Vendor's  non-compliance  with the terms of clause (a) above.  Any
such independent  determination will be made upon specific  procedures and a set
of  factors  mutually  agreed by the  Parties.  The Vendor  will  provide to the
Independent  Auditor  records and summaries of its agreements with such ten (10)
largest  Customers  pursuant  to  and in  accordance  with  the  terms  of  this
subsection  26.1.  The  Independent  Auditor's  determination  must be made  and
delivered  to both the Vendor and the Owner  within  ten (10)  Business  Days of
receiving  the request from the Vendor.  The report of the  Independent  Auditor
will not be  determinative  of the Owner's  right to pricing  rebates under this
clause, and any dispute between the Vendor and the Owner as to such matter after
the Independent  Auditor has rendered its opinion may be referred to arbitration
as provided in subsection  23.2;  provided  that the report of such  Independent
Auditor  will be  admissible  as  evidence  in any such  arbitration.  The Party
requesting a determination  by an Independent  Auditor will bear the cost of the
auditor,  provided  that, if the other Party's  position is not supported by the
Independent Auditor, such other Party will bear any such cost.


                            SECTION 27 MISCELLANEOUS

         27.1 Amendments.  The terms and conditions of this Contract,  including
the provisions of Exhibits and Schedules hereto, may only be amended by mutually
agreed contract amendments.  Each amendment must be in writing and will identify
the  provisions  to be changed and the changes to be made.  Contract  amendments
must be signed by duly authorized  representatives of each of the Vendor and the
Owner.

         27.2 Owner  Liabilities.  The Parties understand and agree that none of
the Partners, nor any of their Affiliates, will guarantee or otherwise be in any
way liable with respect to any obligations or liabilities of the Owner or any of
its subsidiaries  pursuant to this Contract.  The Parties further understand and
agree that  neither  the Owner nor any of its  subsidiaries  will  guarantee  or
otherwise be in any way liable for any  obligations or liabilities of any of the
Partners or any  Affiliate of the Owner  pursuant to this Contract  unless,  and
only to the extent,  (i) the Owner or any one of its  subsidiaries in accordance
with the Owner's direction expressly agrees in writing to guarantee or otherwise
be  liable  for  such  liability,  or (ii) in the  case  of an  Affiliate,  such
Affiliate  orders  Products  and/or  Services  through the Owner pursuant to the
terms of this Contact.

         27.3 Offset.  The Vendor  hereby  waives any right of offset of amounts
owed by the Owner to the Vendor pursuant to the terms of this Contract.

         27.4 Assignment.  Except as otherwise  permitted  herein,  neither this
Contract  nor any portion  hereof may be assigned  by either  Party  without the
express prior written consent of the other Party provided that such consent will
not  otherwise  be  unreasonably  withheld  (provided  further  that the Owner's
reasonable concern about an assignee's ability to perform the obligations and/or
the Work of the  Vendor  pursuant  to and in  accordance  with the terms of this
Contract will be deemed to be reasonable  grounds for the Owner  withholding any
such consent).  The Owner may,  without the consent of the Vendor,  collaterally
assign its rights  hereunder  (including,  but not limited to, all licenses with
respect to the Software) to any or all parties providing  financing for any part
of the Nationwide Network under a collateral trust for the benefit of the Vendor
and  one or  more  other  entities  providing  financing  for  any  part  of the
Nationwide Network or similar  arrangement for the benefit of the Vendor and one
or  more  other  entities  providing  for  the  financing  for  any  part of the
Nationwide   Network,   in  either  case,  which  collateral  trust  or  similar
arrangement,  as the case may be,  is  reasonably  acceptable  to the  Vendor in
accordance with the terms of the financing documents. If requested by the Owner,
the Vendor will within seven (7) days of such request  provide a written consent
to any such assignment;  provided that such consent will permit  reassignment if
the  financing  parties  exercise  their  remedies  under the documents for such
financing subject to reasonable  standards as to (i) the creditworthiness of the
assignee and (ii) the fact that the assignee is not at such time a competitor of
the Vendor.  The foregoing  rights and  obligations are in addition to those set
forth in subsection 27.21. Any attempted assignment in violation of the terms of
this Contract will be null and void.

         27.5  Enforcement.  The Parties agree that either Party may enforce the
provisions of subsections  11.4 and 27.4  regarding  assignment by an action for
injunction or other equitable remedies.

         27.6  Notices.   Any  notice,   request,   consent,   waiver  or  other
communication required or permitted hereunder will be effective only if it is in
writing and  personally  delivered  by hand or by  overnight  courier or sent by
certified  or  registered  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:

         If to the Owner:

                  Sprint Spectrum Equipment Company, L.P.
                  c/o Sprint Spectrum L.P.
                  4900 Main
                  Kansas City, Missouri 64112
                  Attention: Director, Program Management

         If to the Vendor:

                  Lucent Technologies Inc.
                  111 Madison Avenue
                  Morristown, New Jersey 07962-1970
                  Attention: William K. Nelson

         With a copy to;

                  Lucent Technologies Inc.
                  Law Department
                  475 South Street
                  Morristown, New Jersey  07962
                  Attention: General Counsel

Written  notice  given  pursuant to this  subsection  27.6 will be  delivered in
accordance  with this  subsection  27.6 in writing and when so delivered will be
deemed to have been fully  served and  delivered.  By  written  notice  provided
pursuant  to this  subsection  27.6,  either  Party may  change  its  designated
addressee for purposes of giving notices under this Contract.

         27.7  GOVERNING  LAW AND FORUMS.  THIS CONTRACT IS GOVERNED BY THE LAWS
AND STATUTES OF THE STATE OF NEW YORK,  EXCLUSIVE OF NEW YORK'S CONFLICT OF LAWS
RULES.  THIS  CONTRACT  AND THE WORK  WILL BE DEEMED  TO BE MADE,  EXECUTED  AND
PERFORMED IN THE STATE OF NEW YORK. IF ONE PARTY COMMENCES A LAWSUIT IN RELATION
TO THIS  CONTRACT  AGAINST THE OTHER PARTY,  SUCH LAWSUIT CAN ONLY BE BROUGHT IN
THE STATE OF MISSOURI OR DELAWARE.  THE PARTIES  HEREBY WAIVE A TRIAL BY JURY IN
ANY SUCH LAWSUIT.  THE VENDOR AND THE OWNER EACH HEREBY  IRREVOCABLY  (A) AGREES
THAT ANY SUIT,  ACTION OR OTHER LEGAL  PROCEEDING  ARISING OUT OF OR RELATING TO
THIS  CONTRACT  WILL BE BROUGHT IN THE  FEDERAL  DISTRICT  COURT FOR THE WESTERN
DISTRICT OF  MISSOURI,  OR IN THE  FEDERAL  DISTRICT  COURT FOR THE  DISTRICT OF
DELAWARE,  WHICH COURTS WILL HAVE EXCLUSIVE  JURISDICTION  OVER ANY  CONTROVERSY
ARISING OUT OF THIS CONTRACT, (B) CONSENTS TO THE JURISDICTION OF SUCH COURTS IN
ANY SUCH SUIT,  ACTION OR PROCEEDING  AND (C) WAIVES ANY OBJECTION  WHICH IT MAY
HAVE TO THE  LAYING  OF VENUE OF ANY SUCH  SUIT,  ACTION OR  PROCEEDING  IN SUCH
COURTS AND CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.  SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING MAY BE
MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE OWNER OR THE VENDOR,
AS THE CASE MAY BE, AT THE ADDRESSES  INDICATED IN SUBSECTION 27.6 HEREOF AND IN
THE MANNER SET FORTH IN SUCH  SUBSECTION  27.6.  NOTHING IN THIS SUBSECTION 27.7
WILL AFFECT THE RIGHT OF THE OWNER OR THE VENDOR TO SERVE  LEGAL  PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW.

         27.8 Compliance with Law. The Owner and the Vendor will (a) comply with
all Applicable  Laws in the  performance of this  Contract,  including,  without
limitation, the laws and regulations of the United States Department of Commerce
and State Department and any other applicable agency or department of the United
States  regarding  the import,  re-import,  export or  re-export  of products or
technology;  and (b)  indemnify  each other for any loss,  liability  or expense
incurred as the result of breach of this subsection 27.8.

         27.9 Independent Contractor. All work performed by any Party under this
Contract will be performed as an  independent  contractor and not as an agent of
the other and no Persons  furnished by the  performing  Party will be considered
the employees or agents of the other.  The performing  Party will be responsible
for its  employees'  compliance  with all laws,  rules,  and  regulations  while
performing all work under this Contract.

         27.10  Headings.  The headings  given to the  Sections and  subsections
herein are inserted  only for  convenience  and are in no way to be construed as
part of this Contract or as a limitation of the scope of the particular  Section
or subsection to which the title refers.

         27.11 Severability.  Whenever possible, each provision of this Contract
will be  interpreted  in such a manner as to be  effective  and valid under such
applicable  law,  but,  if any  provision  of this  Contract  will be held to be
prohibited  or invalid in any  jurisdiction,  the  remaining  provisions of this
Contract  will  remain in full force and effect and such  prohibited  or invalid
provision  will  remain  in  effect  in  any  jurisdiction  in  which  it is not
prohibited or invalid.

         27.12 Waiver.  Unless otherwise  specifically  provided by the terms of
this Contract, no delay or failure to exercise a right resulting from any breach
of this  Contract  will  impair such right or will be  construed  to be a waiver
thereof,  but such  right  may be  exercised  from time to time as may be deemed
expedient.  If any  representation,  warranty  or  covenant  contained  in  this
Contract is breached by either Party and  thereafter  waived by the other Party,
such waiver will be limited to the particular breach so waived and not be deemed
to waive any other breach under this Contract.

         27.13 Public  Statements  and  Advertising.  (a) Neither  Party nor its
Subcontractors  will issue any public statement (or any private statement unless
required in the performance of the Work), except as stated below, relating to or
in any way disclosing any aspect of the Work, the System,  any PCS System or any
PCS Sub-System including the scope, the specific terms of this Contract,  extent
or value of the Work and/or the System or any PCS System or any PCS  Sub-System.
Express  written  consent of the other Party is required prior to the invitation
of or  permission  to any reporter or journalist to enter upon the System or any
part  thereof.  The  Vendor  agrees  not  to  use  for  publicity  purposes  any
photographs,  drawings and/or materials describing the System, any PCS System or
any PCS  Sub-System  without  obtaining the prior written  consent of the Owner,
which consent will not be unreasonably withheld. This subsection 27.13(a) is not
intended  to exclude the  provision  of  necessary  information  to  prospective
Subcontractors and the Vendor's or the Owner's personnel, agents or consultants.
All other such public  disclosures by a Party require the written consent of the
other Party.  The obligations of the Parties under this subsection  27.13(a) are
in addition to their respective  obligations  pursuant to subsection 27.19. This
subsection  27.13(a)  will in no way  limit  either  Party  from  responding  to
customary press inquiries or otherwise  making public or private  statements not
otherwise  disclosing  Proprietary  Information  or the  specific  terms of this
Contract in the normal course of its business and/or in connection with the Work
hereunder.

         (b) Subject to the last  sentence of  subsection  27.13(a),  each Party
will submit to the other proposed copies of all  advertising  (other than public
statements or press releases) wherein the name, trademark or service mark of the
other Party or its Affiliates or affiliates is mentioned; and neither Party will
publish  or use  such  advertising  without  the  other  Party's  prior  written
approval.  Such approval will be granted as promptly as possible and will not be
unreasonably  withheld.  The Parties  acknowledge  that the  obtaining  of prior
written  approval for each such use pursuant to this subsection  27.13(b) may be
an  administrative  burden.  At the request of either  Party,  the Owner and the
Vendor  will  establish  mutually  acceptable  guidelines  that will  constitute
pre-authorization  for the  uses  specified  therein.  Such  guidelines  will be
subject to change from time to time at the reasonable request of either Party.

         27.14   Records   and   Communications.   To  the  extent  not  already
established,  promptly  after  the  Work  begins,  procedures  for  keeping  and
distributing  orderly and complete  records of the Work and its progress will be
established.  The  procedures so  established  will be followed  throughout  the
course of the Work unless the Owner and the Vendor  mutually agree in advance in
writing to revise the procedures.  Furthermore,  immediately after the Notice to
Proceed is issued,  complete  procedures for communications  among the Owner and
the Vendor will be established.  The procedures so established  will be followed
throughout the course of the Work unless the Owner and the Vendor mutually agree
in advance and in writing to revise such procedure.

         27.15  Ownership  of   Specifications.   Neither  the  Vendor  nor  any
Subcontractor,  nor any other Person performing or furnishing the Work,  whether
or not under a direct or indirect  contract with the Owner, will have or acquire
any title to or ownership rights in any of the  Specifications,  or in any other
part or portion of this Contract (or copies of any of the Specifications or this
Contract);  and no such  Person will reuse any of the  Specifications  on and/or
with  respect to any other  project  without  the prior  written  consent of the
Owner.  The  Specifications  and this Contract (and any and all copies thereof),
are owned by and title resides in the Owner, unless otherwise agreed between the
Owner and any other Person.  Notwithstanding  anything  contained  herein to the
contrary,  the Owner will not  acquire  any patent,  copyright  or trade  secret
rights as a result of this Contract,  except with respect to copyright and trade
secret rights  pursuant to licenses and other  approvals  provided in connection
with the  performance of the Work and except to the extent that a  non-exclusive
license of any of the Vendor's  copyright or trade secret  rights is required to
perform the Work.

         27.16 Financing Parties Requirements.  The Vendor acknowledges that the
Owner represents that attainment of financing for construction of the Nationwide
Network may be subject to conditions  that are customary and appropriate for the
providers of such financing.  Therefore,  the Vendor agrees to execute  promptly
any  reasonable  amendment to or  modification  or  assignment  of this Contract
required  by  such  providers  (including,  without  limitation,  any  pertinent
industrial  development  authority or other similar  governmental agency issuing
bonds for financing of the System) which do not  materially  modify the scope of
the Vendor's Work in order to obtain such financing.  In the event that any such
amendment  or  modification  materially  increases  the  Vendor's  risk or costs
hereunder,  the Owner and the Vendor will  negotiate in good faith to adjust the
Contract Price,  and to equitably adjust such other provisions of this Contract,
if any, which may be affected  thereby,  to the extent necessary to reflect such
increased  risk or costs.  In no event will the Vendor be required to accept any
modification  or  amendment  pursuant  to this  subsection  27.16  which  places
material increased risk on the Vendor or otherwise materially modifies the scope
of the Vendor's Work, if, in the Vendor's  reasonable  opinion,  such materially
increased risk or material  modification in the Work is not otherwise adequately
addressed by the Owner or otherwise.  The Vendor will be responsible for and pay
all costs as a result of the Vendor's  unreasonable  refusal to promptly  comply
with the request for any such  modification or amendment made by any provider of
financing described in this subsection 27.16.

         27.17 Owner Review,  Comment and  Approval.  To the extent that various
provisions of this Contract provide for the Owner's review, comment, inspection,
evaluation,  recommendation  or  approval,  the Owner may at its option do so in
conjunction  and/or  consultation  with the  Vendor.  To the  extent  that  this
Contract requires the Owner to submit, furnish, provide or deliver to the Vendor
any report,  notice,  Change Order, request or other items, the Owner may at its
option and upon written  notice to the Vendor  designate the Engineer to submit,
furnish,  provide or deliver such items as the Owner's  agent  therefor.  To the
extent that  various  provisions  of this  Contract  provide  that the Owner may
order,  direct or make  requests with respect to  performance  of the Work or is
provided  access to the  System  sites or any other  site,  the Owner may at its
option and upon written  notice to the Vendor  authorize  the Engineer to act as
the Owner's  agent  therefor.  Upon receipt of such  notice,  the Vendor will be
entitled to rely upon such authorization until a superseding written notice from
the Owner is received by the Vendor.

         27.18  Specifications.   The  Owner  acknowledges  that  parts  of  the
Specifications  are comprised of Specifications  prepared by the Vendor and that
the Vendor contributed  significantly to many other portions thereof.  The Owner
also  acknowledges  that,  during the normal design,  evolution and  development
process,  portions of the  Specifications  may appear in design and  procurement
documents  prepared by the Vendor in its normal  course of  business;  provided,
however,  that the Owner will have no liability for any third party infringement
claims  arising from such  Specifications  prepared by the Vendor and the Vendor
will hold the Owner  harmless  from any such third  party  claims as provided in
subsection 14.2.

         27.19   Confidentiality.   (a)  All  information,   including   without
limitation  all oral and  written  information  (including,  but not limited to,
determinations or reports by arbitrators or the Third Party Engineer pursuant to
the  terms of this  Contract),  disclosed  to the  other  Party is  deemed to be
confidential,  restricted and proprietary to the disclosing  Party  (hereinafter
referred  to as  "Proprietary  Information").  Each  Party  agrees  to  use  the
Proprietary  Information  received  from the other Party only for the purpose of
this  Contract.  Except as  specified in this  Contract,  no other  rights,  and
particularly licenses, to trademarks,  inventions,  copyrights,  patents, or any
other intellectual property rights are implied or granted under this Contract or
by the conveying of  Proprietary  Information  between the Parties.  Proprietary
Information  supplied is not to be  reproduced in any form except as required to
accomplish  the intent of, and in accordance  with the terms of, this  Contract.
The  receiving  Party  must  provide  the  same  care  to  avoid  disclosure  or
unauthorized  use of  Proprietary  Information as it provides to protect its own
similar proprietary information but in no event will the receiving Party fail to
use reasonable care under the  circumstances to avoid disclosure or unauthorized
use of Proprietary Information.  All Proprietary Information must be retained by
the  receiving  Party in a secure place with access  limited to only such of the
receiving  Party's  employees,  subcontractors  or agents  who need to know such
information  for  purposes  of this  Contract  and to such third  parties as the
disclosing  Party has consented to by prior written  approval.  All  Proprietary
Information,  unless otherwise  specified in writing (i) remains the property of
the  disclosing  Party,  (ii) must be used by the  receiving  Party only for the
purpose  for which it was  intended,  and (iii)  such  Proprietary  Information,
including  all copies of such  information,  must be returned to the  disclosing
Party or destroyed  after the receiving  Party's need for it has expired or upon
request of the disclosing  Party,  and, in any event,  upon  termination of this
Contract.  At the request of the  disclosing  Party,  the  receiving  Party will
furnish a  certificate  of an officer of the  receiving  Party  certifying  that
Proprietary Information not returned to disclosing Party has been destroyed. For
the purposes hereof, Proprietary Information does not include information which:

                                    (i)  is  published  or is  otherwise  in the
                           public domain through no fault of the receiving Party
                           at the time of any claimed disclosure or unauthorized
                           use by the receiving Party;

                                    (ii) prior to  disclosure  pursuant  to this
                           Contract is properly within the legitimate possession
                           of the  receiving  Party as evidenced  by  reasonable
                           documentation to the extent applicable;

                                    (iii)  subsequent to disclosure  pursuant to
                           this Contract is lawfully received from a third party
                           having rights in the information  without restriction
                           of  the  third  party's  right  to  disseminate   the
                           information  and  without  notice of any  restriction
                           against its further disclosure;

                                    (iv)  is  independently   developed  by  the
                           receiving  Party  or is  otherwise  received  through
                           parties  who  have  not  had,   either   directly  or
                           indirectly,   access   to  or   knowledge   of   such
                           Proprietary Information;

                                    (v) is  transmitted  to the receiving  Party
                           after  the  disclosing  Party  has  received  written
                           notice from the receiving Party after  termination or
                           expiration  of this  Contract that it does not desire
                           to receive further Proprietary Information;

                                    (vi) is obligated to be produced under order
                           of a court of competent jurisdiction or other similar
                           requirement of a Governmental  Entity, so long as the
                           Party required to disclose the  information  provides
                           the other  Party with  prior  notice of such order or
                           requirement   and  its   cooperation  to  the  extent
                           reasonable in preserving its confidentiality; or

                                    (vii)  the disclosing Party agrees in writ-
                           ing is free of such restrictions.

         (b) Because  damages may be difficult to ascertain,  the Parties agree,
without limiting any other rights and remedies  specified  herein, an injunction
may be sought  against the Party who has breached or  threatened  to breach this
subsection  27.19.  Each Party  represents and warrants that it has the right to
disclose all Proprietary  Information  which it has disclosed to the other Party
pursuant to this Contract,  and each Party agrees to indemnify and hold harmless
the other from all claims by a third party related to the wrongful disclosure of
such third party's proprietary information.  Otherwise,  neither Party makes any
representation or warranty,  express or implied, with respect to any Proprietary
Information.

         27.20  Entirety of  Contract;  No Oral  Change.  This  Contract and the
Exhibits and Schedules  referenced herein constitute the entire contract between
the Parties  with  respect to the  subject  matter  hereof,  and  supersede  all
proposals,   oral  or  written,  all  previous   negotiations,   and  all  other
communications between the Parties with respect to the subject matter hereof. No
modifications, alterations or waivers of any provisions herein contained will be
binding  on the  Parties  hereto  unless  evidenced  in  writing  signed by duly
authorized  representatives of both Parties as set forth in subsection 27.1. Any
representations  by the  Vendor in any RFP  response  and/or  any  documentation
otherwise provided to the Owner in connection with the Vendor's  solicitation of
the business  granted pursuant hereto prior to the execution hereof will also be
deemed  to be  incorporated  into and  otherwise  made a part of this  Contract;
provided  that any such  information  will in no way be  deemed  to  modify  the
Specifications unless otherwise specifically mutually agreed by the Parties.

         27.21 Successors and Assigns.  This Contract will bind and inure to the
benefit of the Parties to this Contract, their successors and permitted assigns.

         27.22 Change of Control of the Vendor.  The Vendor will not consolidate
with or merge  into  any  other  Person  or  convey,  transfer  or lease  all or
substantially all of its assets to any Person,  nor will any Person or group (as
such term is defined in the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act")) own or acquire fifty percent (50%) of the value of the Vendor's
equity where such Person or group did not own as of the Effective Date in excess
of ten  percent  (10%) of such equity (any such Person or group will be referred
to as the "Vendor's Succeeding Entity"), unless:

                                    (i)  the Vendor's Succeeding Entity will 
                           agree to assume the obligations of the Vendor under 
                           this Contract; and

                                    (ii)  the  Owner  will  have   approved  the
                           transaction, based solely on (i) the creditworthiness
                           of the Vendor's  Succeeding Entity,  (ii) whether the
                           Vendor's  Succeeding  Entity is a  competitor  of the
                           Owner and (iii)  whether  in the  Owner's  reasonable
                           judgment the Vendor's  Succeeding Entity will be able
                           to fulfill  the  obligations  for  present and future
                           orders under this Contract.

         27.23 Change of Control of the Owner.  Except as otherwise (i) provided
below,  (ii)  permitted  under the  documents  relating to the  financing of the
Nationwide  Network or (iii) pursuant to internal  reorganizations of the Owner,
the Owner will not  consolidate  with or merge into any other business entity or
convey,  transfer or lease all or substantially all of its assets to any Person,
nor will any Person or group (as such term is defined in the  Exchange  Act) own
or acquire fifty percent (50%) of the value of the Owner's  limited  partnership
interests or general  partnership  interests  where such Person or group did not
own as of the  Effective  Date in excess of ten percent  (10%) of either of such
partnership  interests  (any such  Person or group  will be  referred  to as the
"Owner's Succeeding Entity"), unless:

         (a)  the Owner's Succeeding Entity will agree to assume the obligations
of the Owner under this Contract; and

         (b) the Vendor will have approved the transaction,  based solely on (i)
the  creditworthiness  of the  Owner's  Succeeding  Entity and (ii)  whether the
Owner's Succeeding Entity is a competitor of the Vendor.

         Notwithstanding  anything  stated  in  this  subsection  27.23  to  the
contrary a "Permitted  Transaction" or a series of Permitted Transactions by any
Partner or Partners (or any affiliate, parent or subsidiary thereof) will not be
subject to or in any way in violation of this subsection 27.23. For the purposes
hereof,  a  "Permitted  Transaction"  means  with  respect  to any  Partner  (or
affiliate,  parent or  subsidiary  thereof) a  transaction  or series of related
transactions  in which (i) such Partner  ceases to be a subsidiary of its parent
or such parent  transfers  its interests in such Partner to a Person that is not
an  affiliate  of such  Partner and (ii) the new parent of such Partner (or such
Partner  if it is its  own  parent)  or the  parent  of the  transferee  of such
interests after giving effect to such transaction,  or the last transaction in a
series of related  transactions,  owns,  directly  and  indirectly  through  its
affiliates, all or a "Substantial Portion" of the cable television system assets
(in the case of a Partner in the cable  business  (a "Cable  Partner"))  or long
distance telecommunications business assets (in the case of Sprint) owned by the
parent  of such  Partners,  directly  and  indirectly  through  its  affiliates,
immediately  prior  to  the  commencement  of  such  transaction  or  series  of
transactions.  As used herein,  "Substantial Portion" means (x) in the case of a
Cable Partner,  cable  television  systems serving seventy five percent (75%) or
more of the aggregate  number of basic  subscribers  served by cable  television
systems in the United States  (including its territories  and possessions  other
than  Puerto  Rico)  owned by the parent of such  Cable  Partner,  directly  and
indirectly through its affiliates,  and (y) in the case of Sprint, long distance
telecommunications business assets serving seventy five percent (75%) or more of
the aggregate number of customers served by the long distance telecommunications
business in the United States  (including its territories and possessions  other
than Puerto Rico) owned by Sprint  and/or its parent,  directly  and  indirectly
through its affiliates.

         27.24 Relationship of the Parties. Pursuant to subsection 27.9, nothing
in this Contract will be deemed to constitute  either Party a partner,  agent or
legal representative of the other Party, or to create any fiduciary relationship
between the Parties. The Vendor is and will remain an independent  contractor in
the performance of this Contract, maintaining complete control of its personnel,
workers,  Subcontractors  and operations  required for  performance of the Work.
This Contract will not be construed to create any  relationship,  contractual or
otherwise, between the Owner and any Subcontractor.

         27.25  Discretion.  Notwithstanding  anything  contained  herein to the
contrary,  to the extent that various  provisions  of this  Contract call for an
exercise of  discretion in making  decisions or granting  approvals or consents,
the Parties will be required to exercise such discretion,  decision or approvals
in accordance with accepted PCS industry practices and in good faith.

         27.26  Non-Recourse.  No past,  present  or future  limited  or general
partner  in or of the  Owner,  no  parent  or  other  affiliate  of any  company
comprising the Owner, and no officer, employee,  servant,  executive,  director,
agent or authorized representative of any of them (each, an "Operative") will be
liable by virtue of the direct or indirect  ownership interest of such Operative
in the Owner for payments due under this Contract or for the  performance of any
obligation,  or  breach  of any  representation  or  warranty  made by the Owner
hereunder.  The sole recourse of the Vendor for  satisfaction of the obligations
of the Owner  under  this  Contract  will be against  the Owner and the  Owner's
assets and not  against  any  Operative  or any assets or  property  of any such
Operative.  In  the  event  that  a  default  occurs  in  connection  with  such
obligations,  no action will be brought  against any such Operative by virtue of
its direct or indirect ownership interest in the Owner. The foregoing provisions
of this  subsection  27.26  will not in any way limit or  restrict  any right or
remedy of the Vendor with  respect  to, and the  Operatives  will  remain  fully
liable for, any fraud perpetuated by such Operatives.

         27.27  Improvements,  Inventions  and  Innovations.  All  rights in any
improvements,  inventions,  and  innovations  made by the Owner will vest in the
Owner,  and the Owner and its  affiliates  will have the right to  exploit  such
improvements,  inventions,  and  innovations.  All  rights in any  improvements,
inventions and innovations  made by the Vendor will vest in the Vendor,  and the
Vendor  and its  affiliates  will have the right to exploit  such  improvements,
inventions and innovations; provided, however, that subject to and in accordance
with  subsection 11.9 the Owner and its affiliates may be granted certain rights
to  improvements,  inventions or innovations  made in connection with the System
pursuant to subsection 11.9 by the Vendor (but not by any  Subcontractor) in the
course and as a result of  performing  the Work and in which the Vendor  owns or
possesses any  proprietary  interest  (provided that the  immediately  preceding
proviso  of this  last  sentence  of this  subsection  27.27 is not  subject  to
subsection 23.2).

         27.28  Attachments  and  Incorporations.  All  Schedules  and  Exhibits
attached hereto, are hereby  incorporated by reference herein and made a part of
this  Contract  with the same  force and  effect  as  though  set forth in their
entirety herein.

         27.29 Conflicts.  In the event of any conflict or  inconsistency  among
the  provisions  of  this  Contract  and  the  documents   attached  hereto  and
incorporated  herein,  such conflict or inconsistency will be resolved by giving
precedence  to this  Contract and  thereafter  to the  Exhibits,  Schedules  and
Specifications.

         27.30 Counterparts. This Contract may be executed by one or more of the
Parties to this Contract on any number of separate counterparts, and all of said
counterparts  taken  together  will be  deemed  to  constitute  one and the same
instrument.

                                                      *   *   *


<PAGE>




         THE  OWNER  AND THE  VENDOR  HAVE  READ  THIS  CONTRACT  INCLUDING  ALL
SCHEDULES, EXHIBITS AND APPENDICES HERETO AND AGREE TO BE BOUND BY ALL THE TERMS
AND CONDITIONS HEREOF AND THEREOF.

                  IN WITNESS WHEREOF, the Parties have executed this Contract as
of the date first above written.

                                               SPRINT SPECTRUM EQUIPMENT 
                                                 COMPANY, L.P., as the Owner



                                               By:/s/ ANDREW W. SUKAWATY
                                               Name:  Andrew W. Sukawaty
                                               Title:   CEO


                                               LUCENT TECHNOLOGIES INC., as the 
                                                 Vendor



                                               By:/s/ WILLIAM K. NELSON
                                               Name:  William K. Nelson
                                               Title:  Vice President
                                                         Sprint Spectrum Account


<PAGE>




                                   Schedule 1

                             Preliminary RF Design

The preliminary RF Design will also be based on the following items as listed in
the Contract:

         1)       Design grid of all coverage areas

         2)       Signal level plot(s) including:

                  - Plot scales appropriate to review complete system and site-
                    to-site  interaction.
                  - Latitude, longitude, radiation center, omni/sector and power
                    of each site as set forth in tabular form.
                  - Cell count by land classifications:
                           - Within  the  applicable  arbitron  area;  
                           - For the entire  System Area;  and 
                           - For launch (if  different from the Arbitron count).
                  - System performance criteria as specified in Exhibit F.

         3)       Prequalified site overlay.

         4)       Estimated number of voice channels (4.7% penetration, 260 min-
                  utes of use/month/per sub).

         5)       Average tower heights by land classification based on FAA in-
                  formation and preliminary site zoning information.


<PAGE>


                                   Schedule 2

                                 Product Prices

[12  pages  were  omitted   pursuant  to  the   Registrant's   request  for
confidential treatment.]


<PAGE>


                                   Schedule 3

                                Services Prices

[1 page was omitted pursuant to the  Registrant's  request for confidential
treatment.]


<PAGE>


                                   Schedule 4

             Allocated System Areas and Allocated System Sub-Areas

                         PCS SYSTEM AND PCS SUBSYSTEMS

REGION            PCS SYSTEM AND PCS SUBSYSTEMS

East                       Albany
                           Boston/South
                           Buffalo
                           Hartford
                           New Hampshire/Maine
                           New York City (including Manhattan, Brooklyn, Queens,
                                Bronx, Staten Island)
                           New York - Metro Area
                           Pittsburgh
                           Providence
                           Rochester
                           Syracuse

Central                    Detroit
                           Toledo
                           Milwaukee

West                       Denver
                           Fresno
                           Phoenix - Metro
                           Phoenix - Tucson
                           Portland
                           Salt Lake City
                           Sacramento
                           S.F. North/Oakland
                           S.F. South
                           Seattle
                           Spokane

[15 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   Schedule 5

                               Initial Affiliates

1.       Each of the Partners and their operating subsidiaries.

2.       APC and its operating subsidiaries.

3.       PhillieCo and its operating subsidiaries.

4.       Continental and its operating subsidiaries.

5.       TCG and its operating subsidiaries.

6.       NewTelCo. and its operating subsidiaries.


<PAGE>


                                   Schedule 6

                                   Insurance

         The Vendor will procure and maintain, during the Term of this Contract,
insurance with financially sound and reputable  insurance  companies in not less
than the following amounts:

         (a) Workers'  compensation  insurance in accordance with the provisions
of the applicable  Worker's  Compensation  or similar law of each state or other
political subdivision with jurisdiction applicable to the Vendor's personnel;

         (b)  Commercial  general  liability,  including  contractual  liability
insurance  with  a  coverage  limit  of  not  less  than  five  million  dollars
($5,000,000)  combined  single limit per occurrence of bodily injury or property
damage liability. To the extent reasonably requested by the Owner and not unduly
burdensome to the Vendor and to the extent otherwise applicable,  such policy or
policies  will  name the  Owner as an  additional  insured  and will  contain  a
provision  waiving the insurer's right of subrogation  against the Owner and its
employees, agents, officers and directors; and

         (c) If the use of any vehicle is required by the Vendor or any employee
of the Vendor in the  performance of this Contract,  the Vendor will also obtain
and maintain  business  vehicle  liability  insurance  for the  operation of all
owned,  non-owned and hired  vehicles with a coverage limit of not less than one
million  dollars  ($1,000,000)  per accident for bodily injury and not less than
three  hundred  thousand  dollars  ($300,000)  per accident for property  damage
liability.

         The  Vendor  reserves  the  right to  self-retain  any or all  coverage
described above in this Schedule 6 and upon the Effective Date, does retain some
of such coverage.  The Vendor upon the written request of the Owner will deliver
to the Owner  certificates  of  commercial  insurance  satisfactory  in form and
content  to the Owner  evidencing  that all of the  insurance  required  by this
Contract is in force,  and that no policy may be canceled or materially  altered
without first giving the Owner at least thirty (30) days' written notice.

         Nothing herein is intended to imply that the Vendor's  liability to the
Owner is limited to the amount of insurance carried.


<PAGE>


                                   Schedule 7

                                    Products

         See Schedules 2 and 3 for a list of the Vendor's Products.


<PAGE>


                                   Schedule 8

                           Vendor's Repair Facilities

Lucent Technologies
Repair Services & Returns Org.
6200 East Broad Street
Columbus, Ohio  43213-1569

Telephone: 1-800-349-4810


<PAGE>


                                   Schedule 9

                          [Form of Notice to Proceed]

                                NOTICE TO PROCEED

                                                         ____________ ___, 199__

[Name of Contractor]
[Address]

Attention: [Contractor Representative]

                  Re:      Sprint Spectrum L.P.
                           Lucent Technologies Inc.
                           Vendor Procurement Contract

Dear Sirs:

         This  Notice to  Proceed is hereby  delivered  to you  pursuant  to the
Procurement  and  Services  Contract  for  Sprint  Spectrum  L.P.,  dated  as of
_________,  1996 (the "Contract"),  between Sprint Spectrum  Equipment  Company,
L.P. (the "Owner") and Lucent Technologies Inc. (the "Vendor"). The Owner hereby
instructs the Vendor to commence  performance  of the Work under the Contract as
of the date hereof.

                                    Sincerely,

                                    SPRINT SPECTRUM EQUIPMENT COMPANY, L.P.


                                    By:__________________________
                                    Name:
                                    Title:


<PAGE>

                                  Schedule 10

                            [Intentionally Omitted]


<PAGE>


                                  Schedule 11

                           Order Cancellation Charges

Without  charge and/or  penalty,  the Owner may cancel any Order for Products no
later than ninety (90) days prior to the earliest date scheduled for shipment of
such Product; or

If the Owner  cancels an Order less than ninety (90) days prior to the  earliest
date scheduled for shipment of such Product,  the Owner will pay to the Vendor a
cancellation  charge  of ten  percent  (10%) of the price  for such  Product  as
determined pursuant to the Contract; or

If the Owner  cancels an Order  less than sixty (60) days prior to the  earliest
date scheduled for shipment of such Product,  the Owner will pay to the Vendor a
cancellation  charge of fifteen  percent  (15%) of the price for such Product as
determined pursuant to the Contract; or

If the Owner  cancels an Order less than thirty (30) days prior to the  earliest
date scheduled for shipment of such Product,  the Owner will pay to the Vendor a
cancellation  charge of twenty  percent  (20%) of the price for such  Product as
determined pursuant to the Contract.

The  Owner may not  cancel an Order  after the  applicable  date  scheduled  for
shipment of such Product.  The payment of such charges will be the Vendor's sole
remedy and the Owner's sole  obligation  for such  canceled  Order.  Any changes
requested  by the Owner that  involve the return or  exchange  of  Non-Essential
Equipment   will  be  subject  to  the  standard   policies  of  the  applicable
Non-Essential  Equipment  supplier unless such policies are otherwise set out in
the applicable  agreement between such Non-Essential  Equipment supplier and the
Vendor,  in which case the Owner will be  entitled  to cancel any such Order for
Non-Essential Equipment in accordance with the terms of such agreement.  For the
purposes  of this  Schedule  11, the term  "Order"  will not include the Minimum
Commitment or the Initial Commitment.

Nothing herein will be deemed to bar the Vendor's right to invoice the Owner for
all Services  actually  performed  prior to the date of such  performance by the
Vendor in respect of such  Products in  accordance  with the  provisions of this
Contract.


<PAGE>


                             Schedules 12 A and 12B

                              Base Station Spares

[2 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                  Schedule 13

                               Foreign Affiliates

         Each entity  referred to in subsection  2.2(c) is the Vendor's  primary
subsidiary  offering  PCS  Products  and  Services in the  country or  territory
involved on the Effective  Date,  or its  successor.  As of the Effective  Date,
these entities are for Canada,  AT&T Canada Inc., and for Mexico, AT&T de Mexico
SA de CV.  This  list  includes  any other  foreign  or other  Vendor  affiliate
otherwise designated.


<PAGE>


                                  Schedule 14

                             Third Party Engineers

Moffitt Larson & Johnson 
LCC L.L.C.
Mobile System International, Inc.


<PAGE>


                                  Schedule 15

                              Independent Auditors

Ernst & Young LLP
Arthur Andersen & Co. LLP
Price Waterhouse LLP
Deloitte & Touche LLP
KPMG Peat Marwick LLP

This list will at all times  throughout  the Term of this Contract  specifically
exclude the then current auditor of either the Vendor and the Owner.


<PAGE>


                                   Exhibit A1

                               Project Milestones

[1 page was omitted pursuant to the Registrant's request for confidential treat-
ment.]


<PAGE>


                                   Exhibit A2

                        2) PCS Product Availability 1996

                  1Q                2Q               3Q                4Q

BTS               [

MSCs                                                                           ]

1) BTS availability is based on current ordering expectations.  Above quantities
require a 12 week order  interval.  Additional  quantities  up to [   ] could be
ordered with additional lead time.

2)  MSCs are assumed available on regular order interval.  Additional capacity 
could be provided with longer intervals.



<PAGE>


                                 EXHIBIT B1 (A)

                     AT&T RF Design and Acceptance Process

[32 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                 EXHIBIT C (A)

                 Owner Required Wireless Features and Functions

[11 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   EXHIBIT D

                              AT&T System Elements

[66 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                 EXHIBIT E (A)

                        Construction Management Criteria

[12 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                 EXHIBIT F (A)

                            RF Performance Criteria

[6 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                 EXHIBIT G (A)

                      AT&T BTS/BSC - MSC Interoperability

[3 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                 EXHIBIT H (A)

                                    Handsets

[46 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                 EXHIBIT I (A)

                 Technology Integration Laboratory Requirements

[1 page was omitted pursuant to the Registrant's request for confidential treat-
ment.]



<PAGE>


                                   APPENDIX A

                     AM/HLR Description and Specifications

[53 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX B

                     SCP/HLR Description and Specifications

[27 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX C

                            [Intentionally Omitted]


<PAGE>


                                  APPENDIX D1

                     Lucent/Nortel License Agreement - HLR

[8 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                  APPENDIX D2

                    Lucent/Nortel License Agreement - OAM&P

[9 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]


<PAGE>


                                   APPENDIX E

                             HLR Statement of Work

[37 pages were omitted pursuant to the Registrant's request for confidential
treatment.]



<PAGE>


                                   APPENDIX F

                                 SCP/HLR Prices

[5 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX G

                           AS/OAM&P Statement of Work

[79 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX H

                            [Intentionally Omitted]


<PAGE>


                                   APPENDIX I

                                AS/OAM&P Prices

[7 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX J

                            [Intentionally Omitted]


<PAGE>


                                   APPENDIX K

        Application Software Products Acceptance Procedures and Criteria

APPLICATION SOFTWARE ACCEPTANCE:

         To be delivered pursuant to mutual agreement of the Parties pursuant to
the terms of Amendment No. 2.


<PAGE>


                                   APPENDIX L

         Application Software Products Maintenance and Support Services

[11 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX M

                             OTAF Statement of Work

[38 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX N

                            [Intentionally Omitted]


<PAGE>


                                   APPENDIX O

                                  OTAF Prices

[1 page was omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX P

                    OTAF Acceptance Procedures and Criteria

To be mutually agreed by the Parties no later than October 23, 1996.


<PAGE>


                                   APPENDIX Q

                            [Intentionally Omitted]


<PAGE>


                                   APPENDIX R

                            [Intentionally Omitted]


<PAGE>


                                   APPENDIX S

                  Actiview Acceptance Procedures and Criteria

For each applicable  Actiview  Software release,  the Acceptance  Procedures for
such release are to be mutually agreed between the Parties no later than one (1)
week prior to the  delivery  by the Vendor of any such  release.  Failure of the
Parties to so  mutually  agree at such time will in no way  modify the  Vendor's
obligation to timely deliver any such Actiview  Software release pursuant to and
in accordance with the Actiview Statement of Work.


<PAGE>


                                   APPENDIX T

                                Actiview Prices

[5 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]



<PAGE>


                                   APPENDIX U

                           Actiview Statement of Work

[24 pages were omitted pursuant to the Registrant's request for confidential 
treatment.]




<PAGE>



                                TABLE OF CONTENTS


                                                                            Page

SECTION 1 DEFINITIONS
         1.1      Definitions................................................  2
         1.2      Other Definitional Provisions.............................. 32

SECTION 2 SCOPE OF WORK, RESPONSIBILITIES AND PROJECT
                  MILESTONES
         2.1      Scope of Work.............................................. 32
         2.2      Additional Coverage........................................ 33
         2.2.1    AS Products and AS Services Additional Coverage............ 34
         2.3      Handsets................................................... 34
         2.4      Initial PCS System......................................... 35
         2.5      System Element Verification; Test-bed Laboratory........... 35
         2.6      RF Engineering; Site Acquisition and MSC Installation...... 36
         2.7      Facilities Preparation Services and Installation........... 38
         2.8      Site Acquisition Modifications............................. 39
         2.9      Design/System Architecture and Engineering................. 39
         2.10     Certification.............................................. 41
         2.11     Notice of Developments..................................... 41
         2.11.1   Vendor Developments........................................ 41
         2.11.2   Participation in Testing................................... 41
         2.12     Safety..................................................... 42
         2.13     Emergencies................................................ 42
         2.14     Right of Inspection........................................ 43
         2.15     Transportation............................................. 43
         2.16     Security................................................... 44
         2.17     Materials and Equipment.................................... 44
         2.18     Equipment and Data......................................... 44
         2.19     References to Certain Sources.............................. 45
         2.20     Operating Manuals.......................................... 45
         2.20.1   AS Products and Services Operating Manuals................. 45
         2.20.2   OTAF Products and Services Operating Manuals............... 45
         2.20.3   Actiview Products and Services Operating Manuals........... 46
         2.21     Maintenance and Instruction Manuals........................ 46
         2.22     Standards for Manuals...................................... 46
         2.23     Training................................................... 47
         2.23.1   [INTENTIONALLY OMITTED].................................... 49
         2.23.2   Actiview Training.......................................... 49
         2.24     Manuals and Training....................................... 49
         2.25     Spare Parts................................................ 50
         2.26     System Support Services.................................... 50
         2.26.1   Vendor Assistance.......................................... 50
         2.26.2   Trouble Reports............................................ 51
         2.26.3   Emergency Technical Assistance............................. 52
         2.26.4   ETA and CSR................................................ 56
         2.27     Supply of Additional Products.............................. 57
         2.28     Review of Contract......................................... 57
         2.29     Licenses, Permits and Approvals............................ 57
         2.30     Eligibility under Applicable Laws and Applicable Permits... 57
         2.31     Customs Approvals.......................................... 58
         2.32     Owner Participation........................................ 58
         2.33     New Development Advisory Board............................. 58
         2.34     Market Development Manager................................. 58
         2.35     Further Assurances......................................... 59
         2.36     Liens and Other Encumbrances............................... 59
         2.37     Forecasting and Ordering................................... 60
         2.38     Microwave Relocation; Network Interconnection.............. 60
         2.39     Vendor To Inform Itself Fully; Waiver of Defense........... 61
         2.40     CMI/HIC.................................................... 61
         2.41     Site Acquisition Delay Testing............................. 61

SECTION 3 AFFILIATES
         3.1      Additional Affiliates...................................... 62
         3.2      Agreements with Initial Affiliates......................... 63
         3.3      Agreements with Additional Affiliates...................... 63
         3.4      Affiliate Rights........................................... 63

SECTION 4 SUBCONTRACTORS
         4.1      Subcontractors............................................. 64
         4.2      The Vendor's Liability..................................... 64
         4.3      No Effect of Inconsistent Terms in Subcontracts............ 64
         4.4      Assignability of Subcontracts to Owner..................... 64
         4.5      Removal of Subcontractor or Subcontractor's Personnel...... 64
         4.6      Subcontractor Insurance.................................... 65
         4.7      Review and Approval not Relief of Vendor Liability......... 65
         4.8      Vendor Warranties.......................................... 65
         4.9      Payment of Subcontractors.................................. 65

SECTION 5 TERM OF CONTRACT
         5.1      Initial Term............................................... 66
         5.2      Renewal.................................................... 66

SECTION 6 PRICES AND PAYMENT
         6.1      Prices..................................................... 66
         6.2      Price Reduction............................................ 67
         6.2.1    TCU Payments............................................... 67
         6.3      Payments................................................... 68
         6.3.1    Additional Products not in Initial System or Otherwise 
                    Provided for in Section 2.2.............................. 69
         6.3.2    SCP/HLR Payments........................................... 70
         6.3.3.   AS Products Payments....................................... 70
         6.3.4    OTAF Payments.............................................. 70
         6.3.5    Actiview Payments.......................................... 71
         6.4      Payments for Facilities Preparation Services............... 71
         6.5      Monthly Forecasts.......................................... 72
         6.6      No Payment in Event of Material Breach..................... 73
         6.7      Microwave Relocation Delay Partial Payments................ 73
         6.8      In Revenue Payments........................................ 73

SECTION 7 ORDERS AND SCHEDULING
         7.1      Initial Commitment......................................... 74
         7.2      Change Orders.............................................. 74
         7.3      Cancellation............................................... 75

SECTION 8 INSTALLATION
         8.1      Installation............................................... 75
         8.2      No Interference............................................ 75

SECTION 9 ACCEPTANCE TESTING AND ACCEPTANCE
         9.1      Acceptance Testing......................................... 76
         9.2      Costs and Expenses......................................... 76
         9.3      Notification............................................... 76
         9.4      Presence at Acceptance Tests............................... 76
         9.5      Correction of Defects...................................... 76
         9.6      Acceptance Certificate..................................... 77
         9.7      AS Acceptance Testing and Acceptance....................... 77
         9.8      Actiview Acceptance Testing and Acceptance................. 78

SECTION 10 DISCONTINUED PRODUCTS
         10.1     Notice of Discontinuation.................................. 79
         10.2     Discontinuation During Warranty Period..................... 80
         10.3     Discontinuation After Warranty Period...................... 80

SECTION 11 SOFTWARE; CONFIDENTIAL INFORMATION
         11.1     RTU License................................................ 81
         11.2     Owner's Obligations........................................ 81
         11.3     Backwards Compatibility.................................... 82
         11.4     Transfer and Relocation.................................... 82
         11.5     Survival................................................... 83
         11.6     Access to Source Codes..................................... 83
         11.7     Escrow Agreement........................................... 83
         11.8     Software Maintenance....................................... 84
         11.9     Custom Development......................................... 84
         11.9.1   Request for Custom Material................................ 84
         11.9.2   Vendor Response............................................ 85
         11.9.3   Ownership of Intellectual Property......................... 85

SECTION 12 SOFTWARE CHANGES
         12.1     Annual Release Maintenance Fees............................ 85
         12.2     Notice..................................................... 85
         12.3     Installation, Testing and Maintenance...................... 85
         12.4     Software Fixes............................................. 86
         12.5     Right to Modify SCP/HLR Software........................... 86
         12.6     Right to Modify AS Software and Actiview Software.......... 87
         12.7     Right to Modify OTAF Software.............................. 87
               
SECTION 13 EQUIPMENT CHANGES
         13.1     Equipment Upgrades......................................... 89
         13.2     Notice..................................................... 90
         13.3     Installation, Testing and Acceptance....................... 91
         13.4     Equipment Fixes............................................ 91

SECTION 14 INTELLECTUAL PROPERTY
         14.1     Intellectual Property...................................... 91
         14.2     Infringement............................................... 91
         14.3     Vendor's Obligation to Cure................................ 92
         14.4     Vendor's Obligations....................................... 93
         14.5     License to Use Vendor Patents.............................. 93

SECTION 15 DELAY
         15.1     Liquidated Damages......................................... 94
         15.2     Interim Delay.............................................. 94
         15.3     Completion Delay........................................... 94
         15.4     SCP/HLR Delay.............................................. 96
         15.5     AM/HLR Interim Solution.................................... 96
         15.6     AM/HLR Redeployment........................................ 96
         15.7     SCP/HLR Delay Termination.................................. 96
         15.8     AS Software Delay.......................................... 97
         15.9     OTAF and/or Actiview Delay Termination..................... 97
         15.10    OTAF and/or Actiview Delay................................. 98

SECTION 16 FORCE MAJEURE
         16.1     Force Majeure.............................................. 99

SECTION 17 WARRANTIES
         17.1     Product Warranty...........................................100
         17.1.1   AS Products Warranty.......................................100
         17.1.2   OTAF Products Warranty.....................................101
         17.1.3   Actiview Products Warranty.................................101
         17.2     Services Warranty..........................................102
         17.3     System Warranty............................................102
         17.4     Breach of Warranties.......................................103
         17.5     Repair and Return..........................................105
         17.6     Technical Assistance Center................................107
         17.7     Scope of Warranties........................................108
         17.8     Expenses...................................................108
         17.9     Third Party Warranties.....................................109
         17.10    Additional System Element Locations........................109
         17.11    EXCLUSIVE REMEDIES.........................................109

SECTION 18 INSURANCE
         18.1     Insurance..................................................109

SECTION 19 TAXES
         19.1     Taxes......................................................109

SECTION 20 INDEMNIFICATION AND LIMITATION OF LIABILITY
         20.1     Vendor Indemnity...........................................110
         20.2     LIMITATION ON LIABILITY....................................111
         20.3     Damages for Fraud or Willful Misconduct....................111

SECTION 21 REPRESENTATIONS AND WARRANTIES
         21.1     Representations and Warranties of the Vendor...............111
         21.1.1   Due Organization of the Vendor.............................111
         21.1.2   Due Authorization of the Vendor; Binding Obligation........111
         21.1.3   Non-Contravention..........................................112
         21.1.4   Regulatory Approvals.......................................112
         21.1.5   Non-Infringement...........................................112
         21.1.6   Scope 112
         21.1.7   Requisite Knowledge........................................112
         21.1.8   Financial Capacity.........................................112
         21.2     Representations and Warranties of the Owner................112
         21.2.1   Due Organization of the Owner..............................112
         21.2.2   Due Authorization of the Owner; Binding Obligation.........113
         21.2.3   Non-Contravention..........................................113

SECTION 22 TITLE AND RISK OF LOSS
         22.1     Title......................................................113
         22.2     Risk of Loss...............................................113
         22.3     AS Products Risk of Loss...................................114
         22.4     OTAF and Actiview Products Risk of Loss....................114

SECTION 23 DISPUTE RESOLUTION
         23.1     Dispute Resolution.........................................114
         23.2     Arbitration................................................115
         23.3     Third Party Engineer.......................................116
         23.4     Other Remedies.............................................116
         23.5     Tolling....................................................116

SECTION 24 TERMINATION AND EVENTS OF DEFAULT
         24.1     Termination Without Cause .................................117
         24.2     Termination for Cause......................................117
         24.3     Remedies...................................................118
         24.4     Discontinuance of Work.....................................119
         24.5     Payments...................................................120
         24.6     Costs......................................................120
         24.7     Continuing Obligations.....................................120
         24.8     Vendor's Right to Terminate................................120
         24.9     Special Termination Events.................................121

SECTION 25 SUSPENSION
         25.1     Owner's Right to Suspend Work..............................122

SECTION 26 MOST FAVORED CUSTOMER
         26.1     Most Favored Customer Status...............................123

SECTION 27 MISCELLANEOUS
         27.1     Amendments.................................................124
         27.2     Owner Liabilities..........................................124
         27.3     Offset.....................................................124
         27.4     Assignment.................................................125
         27.5     Enforcement................................................125
         27.6     Notices....................................................125
         27.7     GOVERNING LAW AND FORUMS...................................126
         27.8     Compliance with Law........................................127
         27.9     Independent Contractor.....................................127
         27.10    Headings...................................................127
         27.11    Severability...............................................127
         27.12    Waiver.....................................................127
         27.13    Public Statements and Advertising..........................127
         27.14    Records and Communications.................................128
         27.15    Ownership of Specifications................................128
         27.16    Financing Parties Requirements.............................129
         27.17    Owner Review, Comment and Approval.........................129
         27.18    Specifications.............................................129
         27.19    Confidentiality............................................130
         27.20    Entirety of Contract; No Oral Change.......................131
         27.21    Successors and Assigns.....................................132
         27.22    Change of Control of the Vendor............................132
         27.23    Change of Control of the Owner.............................132
         27.24    Relationship of the Parties................................133
         27.25    Discretion.................................................133
         27.26    Non-Recourse...............................................133
         27.27    Improvements, Inventions and Innovations...................134
         27.28    Attachments and Incorporations.............................134
         27.29    Conflicts..................................................134
         27.30    Counterparts...............................................134



<PAGE>



EXHIBITS

Exhibit A1      -   Project Milestones
Exhibit A2      -   PCS Product Availability
Exhibit B1      -   RF Design and Acceptance Process
Exhibit B2      -   Acceptance Process for Completion of System Element 
                    Facilities
Exhibit B3      -   Validation and Acceptance Testing
Exhibit C       -   Owner Required Wireless Features and Functions
Exhibit D       -   System Elements
Exhibit E       -   Construction Management Criteria
Exhibit F       -   RF Performance Criteria
Exhibit G       -   BTS/BSC - MSC Interoperability
Exhibit H       -   Handsets
Exhibit I       -   Technology Integration Laboratory Requirements


SCHEDULES

Schedule 1          -   Preliminary RF Design
Schedule 2          -   Product Prices
Schedule 3          -   Services Prices
Schedule 4          -   Allocated System Areas and System Sub-Areas
Schedule 5          -   Initial Affiliates
Schedule 6          -   Insurance Provisions
Schedule 7          -   Products
Schedule 8          -   Vendor's Repair Facilities
Schedule 9          -   Form of Notice to Proceed
Schedule 10         -   [Intentionally Omitted]
Schedule 11         -   Order Cancellation Charges
Schedule 12A        -   Spare Parts Requirements
Schedule 12B        -   Spare Parts Prices
Schedule 13         -   Foreign Subsidiaries and Affiliates
Schedule 14         -   Third Party Engineers
Schedule 15         -   Independent Auditors


APPENDICES

Appendix A          -   AM/HLR Description and Specifications
Appendix B          -   SCP/HLR Description and Specifications
Appendix C          -   [Intentionally Omitted]
Appendix D1         -   Lucent/Nortel License Agreement - HLR
Appendix D2         -   Lucent/Nortel License Agreement - OAM&P
Appendix E          -   HLR Statement of Work
Appendix F          -   SCP/HLR Prices
Appendix G          -   AS/OAM&P Statement of Work
Appendix H          -   [Intentionally Omitted]
Appendix I          -   AS/OAM&P Prices
Appendix J          -   [Intentionally Omitted]
Appendix K          -   Application Software Products Acceptance Procedures and
                        Criteria
Appendix L          -   Application Software Products Maintenance and Support 
                        Services
Appendix M          -   OTAF Statement of Work
Appendix N          -   [Intentionally Omitted]
Appendix O          -   OTAF Prices
Appendix P          -   OTAF Acceptance Procedures and Criteria
Appendix Q          -   [Intentionally Omitted]
Appendix R          -   [Intentionally Omitted]
Appendix S          -   Actiview Acceptance Procedures and Criteria
Appendix T          -   Actiview Prices
Appendix U          -   Actiview Statement of Work