Exhibit 10.10

                                    [Confidential information has
                                     been  designated  with   the
                                     phrase:  Confidential infor-
                                     mation has  been omitted and
                                     filed  separately  with  the
                                     Commission.]


                      DIRECTV--WIRELESS ONE
                 COOPERATIVE MARKETING AGREEMENT

           This Cooperative Marketing Agreement ("Agreement")  is
made  and  entered  into  as of this  ___  day  of  August,  1997
("Execution   Date"),  between  DIRECTV,   Inc.,   a   California
corporation  ("DIRECTV"), and Wireless One, Inc.,  a  Mississippi
corporation ("System Operator").

                            RECITALS

      A.    DIRECTV operates a direct broadcast satellite ("DBS")
service  through  which subscribers are able  to  receive  video,
audio,  data  and  other  commercial programming  distributed  by
DIRECTV via a direct broadcast satellite system.

      B.    System  Operator  operates a wireless  cable  service
through  which  subscribers in single family homes  and  multiple
dwelling  units ("MDUs"s are able to receive video,  audio,  data
and  other  commercial  programming distributed  via  terrestrial
microwave and broadcast facilities.

      C.    DIRECTV  and System Operator desire  to  establish  a
business  relationship whereby System Operator will (i) establish
and  maintain  in  certain  MDU  Properties  Signal  Distribution
Systems,  to  enable MDU residents to receive  DIRECTV  Satellite
Television  Programming  via such systems,  and  (ii)  act  as  a
commissioned sales representative for DIRECTV to solicit and take
orders  for  DIRECTV  Commissionable  Programming  Packages  from
residents of MDU within the states of Alabama, Arkansas, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina,  South
Carolina,  Tennessee  and  Texas  (the  "Territory"),  and  (iii)
DIRECTV will provide certain transport services to enable  System
Operator   to  increase  the  amount  of  commercial  programming
distributed by System Operator to its subscribers in certain  MDU
Properties designated by System Operator, all according  to  this
Agreement, the Terms and Conditions attached hereto as Exhibit A,
that  certain Transport Agreement, dated the Execution  Date,  by
and   between   DIRECTV  and  System  Operator  (the   "Transport
Agreement"),  that certain Subscriber Service Payment  Agreement,
and  that  certain  DSS  Receiver Support  Agreement,  dated  the
Execution Date, by and between DIRECTV and System Operator.

                            ARTICLE I
                           DEFINITIONS

     1.1  The following capitalized terms shall have the meanings
assigned  them.  Certain other capitalized terms shall  have  the
meanings given them elsewhere in this Agreement.

      "Commission" shall have the meaning assigned such  term  in
Section 2.4(a) hereof.

       "Commissionable  Programming  Packages"   shall  mean  the
DIRECTV  Programming on Exhibit B hereto, which  may  be  amended
upon  the  mutual  agreement  of the parties,  for  which  System
Operator is authorized to solicit orders on behalf of DIRECTV and
is entitled to an Aggregate Commission thereon.

     "Components" shall mean such equipment, whether pre-existing
or  newly  installed within the MDU Property  which  is  used  to
create the Signal Distribution System, including, but not limited
to,  a  satellite receiving dish sold under the tradename "DSSr",
cables,   splitters,  taps,   connectors,  filters,   amplifiers,
switches, wiring and any other materials or equipment.

      "DIRECTV Programming" shall mean those programming services
distributed   by   DIRECTV,  including,  but   not   limited   to
Commissionable  Programming  Packages,  which  services  and  the
prices  therefor shall be provided to System Operator by DIRECTV,
from time to time.

      "DSS  Receiver"  shall  mean the  integrated  receiver  and
decoder  unit  (IRD) sold under the tradename "DSS" necessary  to
receive  DIRECTV Programming which is manufactured by  a  DIRECTV
authorized manufacturer.

      "Independent SO Subscriber" shall mean a DIRECTV subscriber
who  currently  resides in a SO Property whose  original  DIRECTV
Programming  order  was submitted directly by the  subscriber  to
DIRECTV or by an entity other than System Operator.

      "Marketing Supplement" shall have the meaning assigned such
term in Section 2.4(a) hereof.

      "MDU  Property" shall mean a condominium complex, apartment
building  (including both rental and cooperative apartments),  or
townhouse  community,  located in  the  Territory,  comprised  of
multiple dwelling units, which units in each case are occupied by
single family households and are not generally accessible to  the
public  or  otherwise  share a common  area  to  which  there  is
unrestricted access by two or more persons, and which  units  may
receive  DIRECTV Programming from a common DSS dish and  separate
DSS Receivers in each individual dwelling unit.

      "Net  Receipts" shall mean gross receipts actually received
by  DIRECTV from the sale of Commissionable Programming  Packages
during  the  Term, net of any discounts, refunds, fees,  credits,
taxes  or  applicable governmental charges (other than income  or
franchise taxes) related to the sale or the order or use of  such
DIRECTV Programming.

      "NRTC  Area"  shall mean those areas in which  DIRECTV  has
granted   the   National  Rural  Telecommunications   Cooperative
distribution  rights  and which, as of the  Execution  Date,  are
identified on the map attached hereto on Exhibit C, which may  be
amended from time to time by DIRECTV.

     "Previous SO Subscriber" shall mean a DIRECTV subscriber who
was  previously an SO Subscriber who no longer resides  in  a  SO
Property.

      "Right  of Entry" shall mean that certain written agreement
between  System  Operator and the owner  or  manager  of  an  MDU
Property or, in the case of a cooperative apartment complex,  the
homeowners'  association,  which authorizes  System  Operator  to
install  and  maintain a Signal Distribution System in  such  MDU
Property   and  solicit  orders  for  Commissionable  Programming
Packages therein.

      "Signal  Distribution  System" shall  mean  the  integrated
signal  delivery system including the DSS dish and  DSS  Receiver
and  any  necessary  Components by which DIRECTV  Programming  is
distributed throughout a SO Property, which may also include off-
air, wireless cable and/or cable distribution systems.

     "SO Property" shall mean any of the MDU Properties for which
System Operator has obtained and continues to maintain throughout
the term of the Agreement a valid Right of Entry and (i) in which
System Operator has installed a Signal Distribution System,  (ii)
the  initial  orders from residents of such property for  DIRECTV
Programming  are submitted by the System Operator and transmitted
to  DIRECTV  by System Operator in accordance with the  terms  of
this  Agreement, (iii) is not located in an NRTC Area,  and  (iv)
all  occupiable units in such property are capable  of  receiving
DIRECTV  Programming within five (5) business  days  of  ordering
such programming.

      "SO Subscriber" shall mean a DIRECTV subscriber residing in
a  SO  Property,  who receives one of the DIRECTV  Commissionable
Programming  Packages, the initial order for which was  submitted
by  the System Operator and/or DIRECTV, and who was not a DIRECTV
subscriber prior to becoming a SO Subscriber.

      "Technical Specifications"  shall mean the requirements  in
Exhibit D hereto or any other document(s) supplied by DIRECTV  to
System  Operator  during the Term, which reasonably  specify  the
minimum  parameters any and all Signal Distribution Systems  must
meet under this Agreement.

     "Term"  shall have the meaning assigned such term in Section
3.1 hereof.

      "USSB  Programming" shall mean programming  distributed  by
United  States  Satellite  Broadcasting  Company,  Inc.  or   its
successor via the direct broadcast satellite(s) positioned  at  a
101 west longitude orbit.

                           ARTICLE II
                 GENERAL RIGHTS AND OBLIGATIONS

          2.1  Solicitation of DIRECTV Programming Services.

           (a)   Subject  to  the  Terms and Conditions  attached
hereto as Exhibit A, DIRECTV hereby grants to System Operator the
right to (i) market DIRECTV Programming to SO Properties and (ii)
solicit and take orders for DIRECTV Programming from residents of
SO Properties.

           (b)   Nothing in this Agreement shall prevent  DIRECTV
(or  those  DIRECTV's agents that are not system operators)  from
marketing,  soliciting and taking orders from  residents  of  MDU
Properties.

          (c)  System Operator understands that it shall not have
any right, unless specifically provided by DIRECTV under separate
written  agreement,  to: (i) solicit or take orders  for  DIRECTV
Programming  from any person or entity that is not a resident  of
an   MDU  Property,  including,  without  limitation,  commercial
establishments,  as  such  may  be  defined  by  DIRECTV  in  its
reasonable  discretion; or (ii) use any person  or  entity  other
than  its  employees in soliciting or taking orders  for  DIRECTV
Programming  without the prior written consent of DIRECTV,  which
shall not be unreasonably withheld

           (d)   [Confidential information has been  omitted  and
filed separately with the Commission.]

           (e)   [Confidential information has been  omitted  and
filed  separately  with  the  Commission.]   Notwithstanding  the
foregoing,  nothing in this Agreement is intended  to  limit  any
agreement between System Operator and any owner of an SO Property
with  respect to the installation and maintenance of  the  Signal
Distribution System.

          (f)       Only after receiving, approving and accepting
an  order  from  System Operator shall DIRECTV  be  obligated  to
establish  a customer account for the subscriber and arrange  for
activation  of  DIRECTV  Programming.   DIRECTV  shall   not   be
obligated  to  pay  System Operator any Commission  or  Marketing
Supplements  for  incomplete  order(s),  regardless  of   whether
DIRECTV  ultimately  provides  any  DIRECTV  Programming  to  the
customer(s)  to which such order(s) pertained and  regardless  of
whether  DIRECTV receives any payments as consideration for  such
DIRECTV  Programming,  unless  and  until  DIRECTV  receives  the
Subscriber  Information  and, then,  only  for  periods  of  time
following such receipt by DIRECTV.  DIRECTV shall promptly notify
System  Operator of any deficiencies with respect  to  particular
subscriber information. "Subscriber Information" shall mean  that
customer identification, location, and billing information  which
DIRECTV requires, as described in the DIRECTV Policy Manual.

           (g)   [Confidential information has been  omitted  and
filed separately with the Commission.]

       2.2   SO  Properties;  Right  of  Entry.   Prior  to   any
solicitation  of  orders  for  DIRECTV  Programming   by   System
Operator,  System Operator shall submit to DIRECTV  the  complete
address  (including county and zip code) of any MDU Property  for
which  System  Operator has or is seeking a Right  of  Entry,  in
order  to confirm that (i) such MDU Property is not already being
serviced  by  another system operator authorized by  DIRECTV  and
(ii)  such MDU Property is not located in an NRTC Area.   In  the
event  an  MDU  Property  is  being serviced  by  another  system
operator, DIRECTV will provide System Operator with the name and,
to  the  extent  not  prohibited by a confidentiality  agreement,
telephone  number of the system operator.  System Operator  shall
use commercially reasonable efforts to maintain a valid Right  of
Entry  for  SO  Properties for the entire Term of the  Agreement.
Such Right of Entry will grant System Operator access to the MDU,
authorizing  System Operator to install and maintain  the  Signal
Distribution System and Components, and granting System  Operator
permission  to  solicit orders for DIRECTV Programming  from  MDU
residents.  System Operator shall promptly forward to  DIRECTV  a
fully  executed  Right  of Entry for all  SO  Properties  in  the
Territory.   In no event shall System Operator install  a  Signal
Distribution System in any MDU for which System Operator does not
have a valid Right of Entry and no compensation shall be paid  or
reimbursed  by  DIRECTV  to  System  Operator  for  any   DIRECTV
Programming  sold  to  subscribers in a MDU property  unless  and
until  DIRECTV  has  received a copy of the applicable  Right  of
Entry  for  such  property.  In no event  shall  System  Operator
continue  to  service an MDU Property without a  valid  Right  of
Entry  and,  in the event System Operator no longer has  a  valid
Right  of  Entry  with respect to a particular SO Property,  this
Agreement shall terminate with respect to such property.   System
Operator shall provide written notice to DIRECTV within ten  (10)
days of any loss, suspension, or expiration of a Right of Entry.

     2.3. Implementation of Signal Distribution System.

           (a)   Installation of Signal Distribution  System  and
Components.

                 (i)   System  Operator  shall  design,  develop,
install,  and maintain a Signal Distribution System for  each  SO
Property  which must materially comply with the DIRECTV Technical
Specifications  as  provided by DIRECTV to System  Operator,  the
current  version  of  which is set forth  in  Exhibit  D  hereto.
DIRECTV  reserves the right, in its sole discretion, to amend  or
revise   and    reissue  the  Technical   Specifications,   which
amendments  or   revisions  shall  be  promptly  communicated  by
DIRECTV  to System Operator.  Upon any such amendment or revision
by  DIRECTV  to the Technical Specifications, DIRECTV and  System
Operator shall discuss in good faith the extent to which existing
Signal  Distribution Systems in SO Properties shall  comply  with
such  amended  or  revised  Technical  Specifications,  it  being
understood  and  agreed by the parties that (i)  System  Operator
shall  be  under no obligation to modify the Design  (as  defined
below)  of any Signal Distribution System in an SO Property  that
has been submitted to DIRECTV pursuant to Section 2.3(a)(ii); and
(ii) the Design for any Signal Distribution Systems submitted  to
DIRECTV  pursuant  to  Section 2.3(a)(ii) after  receipt  of  the
revised  or  amended Technical Specifications shall  comply  with
such revised or amended Technical Specifications.

                (ii)  System Operator shall provide to DIRECTV  a
design  for  the  installation and  integration  of  each  Signal
Distribution  System ("Design") for each SO Property  subject  to
this  Agreement, together with a time schedule for  installation.
In  creating,  installing and maintaining any Signal Distribution
System,  System  Operator shall materially comply  with  all  DSS
equipment  manufacturers' or  Component  manufacturers'  policies
as  may be in effect from time to time.  DIRECTV shall provide to
System   Operator   written  notice  as  soon   as   commercially
practicable,  but  in any event prior to the  construction  start
date  (as  long  as  System Operator has  provided  DIRECTV  such
Designs  at  least five business days prior to such  construction
start  date),  after receipt and review of Design(s)  if  DIRECTV
reasonably  believes that any Design will not  produce  a  Signal
Distribution System meeting the Technical Specifications.  System
Operator  shall provide installation progress reports to  DIRECTV
periodically  or  as  DIRECTV may reasonably request,  and  shall
promptly   notify  DIRECTV  of  any  material  changes   to   the
installation schedule or Design.

                (iii)     Upon completion of installation, System
Operator shall promptly forward to DIRECTV an updated copy of the
Design and completed Technical Registration Form, included in the
Technical  Specifications attached hereto  as  Exhibit  D,  which
shall  include, among other things, various measurements  of  the
signal  from  the  Signal  Distribution  System.   DIRECTV  shall
provide to System Operator written notice as soon as commercially
practicable   after   receipt  and  review   of   the   Technical
Registration  Form  if  DIRECTV  reasonably  believes  that  such
Technical   Registration   Form   indicates   that   the   Signal
Distribution  System does not meet the Technical  Specifications,
and  where possible,  DIRECTV shall recommend corrective actions.
Unless  and  until  the  Signal  Distribution  System  materially
complies  with  the Technical Specifications, such  MDU  Property
shall not be considered a SO Property.

           (b)   Technical Compliance.  [Confidential information
has been omitted and filed separately with the Commission.]

           (c)  Provision of Signal Distribution System and IRDs.
Except  as  otherwise provided in the Receiver Support Agreement,
System  Operator shall, at its sole cost: (i) acquire and  supply
Signal  Distribution Systems and individual IRDs (if  applicable)
to  SO  Properties  at  commercially  reasonable  prices  (unless
otherwise  agreed to between System Operator and  DIRECTV);  (ii)
install at a commercially reasonable price and in a timely manner
the Signal Distribution System and any necessary Components which
System  Operator supplies to any SO Property; (iii)  maintain  at
commercially reasonable prices the Signal Distribution System for
any SO Properties; and (iv) provide, at a commercially reasonable
price  and in a manner satisfactory to DIRECTV, customer  service
to  all  SO  Properties,  subscribers and  potential  subscribers
related to the supply, installation and maintenance of the Signal
Distribution  System.  System  Operator  agrees  to   allow   all
authorized DSS equipment to be used by the SO Subscribers and the
Independent SO Subscribers and agrees to provide the  same  level
of  Signal Distribution System installation and maintenance,  and
customer  service support, for the Independent SO Subscribers  as
System Operator does for the SO Subscribers.

           (d)   Disclaimer  of Warranties.      SYSTEM  OPERATOR
UNDERSTANDS  AND AGREES THAT DIRECTV SHALL HAVE NO RESPONSIBILITY
WHATSOEVER FOR ANY SIGNAL DISTRIBUTION SYSTEM, INCLUDING THE  DSS
RECEIVER  AND  COMPONENTS  CONTAINED  THEREIN.   DIRECTV   HEREBY
DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, IN CONNECTION WITH
ANY  SIGNAL  DISTRIBUTION SYSTEM, INCLUDING THE DSS RECEIVER  AND
COMPONENTS CONTAINED THEREIN, THE INSTALLATION AND FUNCTIONING OF
SUCH  SYSTEM  IN ANY MDU PROPERTY, INCLUDING, WITHOUT LIMITATION,
ANY  WARRANTIES  UNDER THE UNIFORM COMMERCIAL CODE  OR  OTHERWISE
IMPLIED IN LAW.

          (e)  New Technology; End-Use Testing.   System Operator
understands and acknowledges that the technology (including  some
or  all  of the Components) for providing DIRECTV Programming  to
multiple-dwelling  units is  currently being  developed  and  has
not  been tested in the MDU environment by DIRECTV. DIRECTV makes
no  representation  or  warranty  as  to   how  any  commercially
available  Components will perform with  the DSS  system  in  any
particular MDU Property or how the DSS system itself will perform
in  certain  MDU environments.  System Operator shall  be  solely
responsible  for procuring and testing any and all Components  in
the  end-use  environment  prior to the design,  development  and
installation   of  the  Signal  Distribution   System   and   for
maintenance  of  any  such  Components  that  fail   to   perform
adequately  in the end-use environment in order that  the  Signal
Distribution  System will, at all times during the Term  of  this
Agreement,    materially   meet   or   exceed    the    Technical
Specifications.  Any material failure of the Signal  Distribution
System  to  meet the Technical Specifications shall be  the  sole
responsibility of System Operator and System Operator  agrees  to
indemnify  and hold DIRECTV harmless from any and all Claims  (as
such  term is defined in the Indemnification section of the Terms
and  Conditions attached hereto as Exhibit A) from SO Subscribers
arising  from  the failure of the Signal Distribution  System  to
deliver the necessary signal to such subscribers and from failure
of   the   Signal  Distribution  System  to  meet  the  Technical
Specifications.  In the event of signal failure due to  DIRECTV's
error  or  negligence, DIRECTV agrees to use its best efforts  to
treat  the  SO Subscribers equally with other DIRECTV residential
subscribers with respect to restoring service.

      2.4   Commission  and  Payment Structure.   The  Subscriber
Service Payment Agreement, the DSS Receiver Support Agreement and
the  following set forth all payments and commissions to be  made
by  DIRECTV  to  System  Operator as full consideration  for  its
fulfilling its obligations hereunder.

           (a)  Payment of Commissions and Marketing Supplements.
DIRECTV  will  pay  System  Operator a commission  ("Commission")
equal  to  [confidential information has been omitted  and  filed
separately  with the Commission] of all Net Receipts received  by
DIRECTV   from   each  active  SO  Subscriber   per   month   for
Commissionable Programming Packages, solely with respect to those
Net  Receipts  received by DIRECTV while  this  Agreement  is  in
effect.   DIRECTV  will further pay System Operator  a  marketing
supplement  (the  "Marketing Supplement") equal to  [confidential
information  has  been  omitted and  filed  separately  with  the
Commission]  of  all Net Receipts received by DIRECTV  from  each
active  SO  Subscriber  per month for Commissionable  Programming
Packages,  solely with respect to those Net Receipts received  by
DIRECTV  while this Agreement is in effect.  The Commissions  and
Marketing Supplements shall collectively be referred to herein as
"Aggregate  Commissions."   System  Operator  agrees   that   the
Marketing   Supplement  will  be  applied  by   System   Operator
throughout the Term of the Agreement toward the marketing of  the
Commissionable  Programming  Packages  to  MDU  Properties.    In
addition, DIRECTV will pay System Operator a commission equal  to
[confidential  information has been omitted and filed  separately
with the Commission] of all Net Receipts received by DIRECTV from
each  active  Previous SO Subscriber per month for Commissionable
Programming  Packages, solely with respect to those Net  Receipts
received   by  DIRECTV  while  this  Agreement  is   in   effect.
Commissions  and  Marketing  Supplements  will  be  paid   within
[confidential  information has been omitted and filed  separately
with  the  Commission] days after the accounting month  in  which
DIRECTV receives the Net Receipts.

           (b)   Commission Exclusion.  [Confidential information
has been omitted and filed separately with the Commission.]

     2.5  DIRECTV Programming.

           (a)   [Confidential information has been  omitted  and
filed  separately with the Commission.]  System  Operator  agrees
that all DIRECTV Programming (including any commercial insertion)
shall  be  exhibited  in  its entirety,   in  original  form,  as
provided  by  DIRECTV,  without any modifications,  additions  or
deletions except that System Operator may package the programming
secured  under the Transport Agreement with the other programming
available to the wireless cable subscribers..  In no event  shall
System Operator repackage any other programming or services  with
DIRECTV  Programming.   In  addition to the  DIRECTV  Programming
packages DIRECTV currently offers, DIRECTV may create packages of
programming    specially   targeted    for    MDU    subscribers.
[Confidential  information has been omitted and filed  separately
with the Commission.]

           (b)   System Operator shall not, and shall ensure that
each  SO  Subscriber or resident or agent of an SO Property  does
not,   (i)   resell,  retransmit  or  rebroadcast  or   otherwise
redistribute  in  any  manner  or  form  whatsoever  any  DIRECTV
Programming, or (ii) make any modification, addition, or deletion
to  any  of  the  DIRECTV Programming (including  any  commercial
insertions).

       2.6   Exclusivity.   [Confidential  information  has  been
omitted and filed separately with the Commission.]

      2.7   Customer  Service.  System Operator  shall  undertake
certain customer service functions as described herein and in the
DIRECTV  Policy  Manual to all SO Subscribers and Independent  SO
Subscribers  with respect to the installation and maintenance  of
the Signal Distribution System and acceptance and transmission of
orders  for  DIRECTV  Programming.   System  Operator  agrees  to
provide  the  same level of installation and maintenance  support
for the Independent SO Subscribers.

      2.8  Policies and Procedures.  Attached hereto in Exhibit F
is  a  copy  of DIRECTV's System Operator Policies and Procedures
Manual,  which  may be amended, from time to time  upon  30  days
prior  written notice from DIRECTV (such Manual, as amended  from
time   to  time,  the  "DIRECTV  Policy  Manual").  As  DIRECTV's
commissioned sales representative, System Operator hereby  agrees
that  it  will  materially follow and abide by the  policies  and
procedures  related  to soliciting and transmitting  subscription
orders  for and the promotion of DIRECTV Programming as specified
in the DIRECTV Policy Manual. The DIRECTV Policy Manual includes,
among  other  things, customer authorization procedures,  DIRECTV
receivables payment, and various requirements related  to  taking
subscription orders.

                           ARTICLE III
                      TERM AND TERMINATION

      3.1   Term  and  Termination.  The term of  this  Agreement
("Term") shall commence on the Execution Date and continue  until
the  earlier  to  occur  of (i) the seventh  anniversary  of  the
Execution Date, and (ii) termination by either party pursuant  to
the  terms  of this Agreement.  Either party may terminate   this
Agreement,    effective  immediately   (i)   upon   [confidential
information  has  been  omitted and  filed  separately  with  the
Commission]  days written notice to the other party  following  a
material breach of this Agreement by the other party, unless such
material  breach is cured within such period; provided,  however,
DIRECTV shall not cease providing programming or customer service
to  SO  Subscribers;  (ii)  upon the  filing  of  a  petition  in
bankruptcy  or for reorganization by or against the  other  party
for  the  benefit  of  its creditors, or  the  appointment  of  a
receiver,  trustee,  liquidator  or  custodian  for  all   or   a
substantial part of the other party's property, if such order  of
appointment  is not vacated within [confidential information  has
been omitted and filed separately with the Commission] days;  and
(iii)  upon  the assignment by the other party of this  Agreement
contrary to the terms hereof.

       3.2   Obligations  of  the  Parties  Upon  Termination  or
Expiration.

           (a)   System  Operator's Obligations with  Respect  to
Installations  and Activations.  System Operator shall  cooperate
with DIRECTV to enable DIRECTV or a substitute system operator to
promptly perform and complete all DSS Receiver installations  and
activations   ordered  by  SO  Subscribers  and  Independent   SO
Subscribers prior to the termination of this Agreement  according
to  the  regular  installation  and  activation  schedule  System
Operator  used  during  the  Term of  this  Agreement;  provided,
however,  and only to the extent that DIRECTV or such  substitute
system operator has obtained or been assigned the Right of  Entry
for  an  SO Property.  System Operator shall direct all  customer
inquiries it receives after the termination of this Agreement  to
DIRECTV (or such other party as specified by DIRECTV).

          (b)  DIRECTV's and System Operator's Obligations with
Respect to SO Properties. [Confidential information has been
omitted and filed separately with the Commission.]


                           ARTICLE IV

                          MISCELLANEOUS

      4.1   Applicable Law; Entire Agreement; Modification.  This
Agreement  shall be construed in accordance with and be  governed
by  the laws  of the State of California, applicable to contracts
made  and to be performed entirely therein, by residents  of  the
State  of California.  This Agreement, together with all Exhibits
hereto,  the  Terms and Conditions, the Transport Agreement,  the
Subscriber Service Payment Agreement and the DSS Receiver Support
Agreement,  constitute the entire agreement between the  parties,
and  supersedes  all  previous  understandings,  commitments   or
representations  concerning  the  subject  matter.   Each   party
acknowledges   that   the   other  party   has   not   made   any
representations  other  than those that  are  contained   herein.
This  Agreement may not be amended or modified, and none  of  its
provisions  may  be  waived, except by a  writing  signed  by  an
authorized   officer  of the party against whom   the  amendment,
modification or waiver is sought to be enforced.

      4.2   Review  Of Agreement By Counsel; Interpretation.   By
executing   this  Agreement,  each  of  the  parties  hereto   is
warranting and representing to the other that he/she/it  has  had
the  opportunity to review this Agreement with independent legal,
financial, and tax counsel with respect to the effect of each  of
the terms and conditions contained herein and has either reviewed
this Agreement with such counsel or has independently elected not
to  proceed  with   such a review.  Each of the  parties  further
warrants  and  covenants that he/she/it  is  satisfied  with  the
results  of  such consultation or opportunity to  review  and  is
signing  this Agreement as his/her/its free act and deed and  not
under  any force or coercion.  EACH PARTY ACKNOWLEDGES AND AGREES
THAT  ANY RULE OF LAW, INCLUDING BUT NOT LIMITED TO SECTION  1654
OF  THE  CALIFORNIA CIVIL CODE, OR ANY LEGAL DECISION THAT  WOULD
REQUIRE  INTERPRETATION  OF  ANY  CLAIMED  AMBIGUITIES  IN   THIS
AGREEMENT  AGAINST THE PARTY THAT DRAFTED IT, HAS NO  APPLICATION
AND  ANY  SUCH RIGHT IS EXPRESSLY WAIVED. The provisions of  this
Agreement  shall be interpreted in a reasonable manner to  effect
the intent of the parties.

      4.3   Counterparts.  This Agreement may be executed by  the
parties  in  counterparts,  each of  which  shall  be  deemed  an
original and all such  counterparts together shall constitute but
one and the same instrument.

      IN  WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized representatives as of the
date first written above.

DIRECTV, INC.                    WIRELESS ONE, INC.


By:   /s/ Gene Gonzalez          By: /s/ Henry Burkhalter, Sr.
   -------------------------        ---------------------------
Name:  Gene Gonzalez             Name:
Title:  Director                 Title:


                                 Federal Tax ID Number: [Confidential
                                 information has been omitted and filed
                                 separately with the Commission.]

                             System Operator Address:
                             If By Mail:
                             [Confidential information has been omitted
                             and filed separately with the Commission.]


                             If By Personal Delivery:
                             [Confidential information has been omitted
                             and filed separately with the Commission.]


                             If by FAX:
                             [Confidential information has been omitted
                             and filed separately with the Commission.]



                            EXHIBIT A

   DIRECTV MDU SYSTEM OPERATOR AGREEMENT TERMS AND CONDITIONS

                        [Attached hereto]



                            EXHIBIT B

               COMMISSIONABLE PROGRAMMING PACKAGES


 [Confidential information has been omitted and filed separately
                      with the Commission.]
                            EXHIBIT C

                            NRTC MAP

 [Confidential information has been omitted and filed separately
                      with the Commission.]
                            EXHIBIT D

                    TECHNICAL SPECIFICATIONS

 [Confidential information has been omitted and filed separately
                      with the Commission.]

                            EXHIBIT E

                     ADVERTISING GUIDELINES

 [Confidential information has been omitted and filed separately
                      with the Commission.]

                            EXHIBIT F

          DIRECTV SYSTEM OPERATOR POLICIES & PROCEDURES

 [Confidential information has been omitted and filed separately
                      with the Commission.]





                            EXHIBIT A


                DIRECTV MDU SYSTEM OPERATOR AGREEMENT
                        TERMS AND CONDITIONS


These Terms and Conditions refer to, and form additional terms of, the DIRECTV
MDU System Operator Agreement.  The Agreement, all exhibits thereto, including
these Terms and Conditions, are hereinafter referred to as (the "Agreement").
All capitalized terms used herein and not defined herein shall have the
meanings described such terms in the Agreement.

1.   DIRECTV Logo and Trademark Usage.  System Operator shall not use any
     DIRECTV trademark, service name or logo, including, without limitation,
     "DIRECTV{<reg-trade-mark>}", "DSS{<reg-trade-mark>}",
     and "Total Choice{<reg-trade-mark>}", as well as
     those marks and tradenames in the Advertising Guidelines provided by
     DIRECTV to System Operator (collectively, the "DIRECTV Trademarks")
     without receiving DIRECTV's prior written consent, which may be granted
     or withheld or withdrawn in DIRECTV's sole discretion.  The Advertising
     Guidelines include a trademark and logo usage guidelines manual (which
     manual may be amended by DIRECTV from time to time) that specifies the
     proper use and placement of the DIRECTV Trademarks (the "Logo
     Guidelines").  If System Operator receives DIRECTV's consent to use the
     DIRECTV Trademarks, System Operator shall use DIRECTV Trademarks only in
     accordance with the provisions of the DIRECTV Advertising Guidelines,
     including the Logo Guidelines.  System Operator shall not use any logo,
     trademark, service mark or name of any supplier of DIRECTV (including,
     without limitation, entities providing programming to DIRECTV or
     manufacturers of DSS equipment or Components) for any purpose without
     the prior written approval of DIRECTV or such other entities.

2.   System Operator Representations and Warranties.  System Operator hereby
     represents, warrants and covenants that it:

          (a) Shall, throughout the Term, comply with and abide by (i) any and
          all applicable federal, state and local laws, rules, regulations and
          ordinances, including, without limitation, those set forth in Section
          6 hereof; and (ii) upon notice thereof, any and all agreements and/or
          requirements as may be requested by providers of programming services
          to DIRECTV, each as applicable to System Operator and its employees
          and agents in connection with the performance of its obligations
          pursuant to the Agreement;

          (b) Shall, at its sole expense, provide and maintain all facilities,
          vehicles, tools and equipment ("System Operator Equipment") as may be
          necessary and proper for performing its obligations pursuant to the
          Agreement, and keep all System Operator Equipment in good working
          order and repair at all times;

          (c) Shall, at its sole expense, obtain all permits and licenses which
          may be required under any applicable federal, state or local law,
          rule, regulation or ordinance to perform its obligations pursuant to
          the Agreement, including, without limitation, installing and
          maintaining the Signal Distribution System in any SO Property;

          (d) Shall pay and discharge all license fees and business, use,
          sales, gross receipts, income, property or other taxes or which may
          be charged or levied upon System Operator by reason of the
          performance of its obligations pursuant to the Agreement;

          (e) Shall, at all times throughout the Term, present a professional
          business appearance and attitude;

          (f) Shall not engage in any financial transactions with subscribers
          residing in SO Properties which elicit or seek to elicit from
          subscribers a fee, license, or other payment incident to receipt of
          DIRECTV Programming by such subscriber, other than the fees charged
          by DIRECTV, fees assessed any such subscriber by the SO Property's
          owner, manager, or homeowners' association, or commercially
          reasonable fees assessed any such subscriber by System Operator for
          installation, maintenance, upgrade, or other such services as
          outlined in DIRECTV Policy Manual;

          (g) Shall not engage in any activity or business transaction which
          could be considered unethical, as determined by DIRECTV its sole
          discretion, or damaging to the image, goodwill or business of
          DIRECTV;

          (h) Shall maintain throughout the Term, at System Operator's sole
          expense, any and all insurance and/or bonds that may be required
          under the laws, ordinances and regulations of any governmental
          authority with respect to System.  Operator's performance of its
          obligations hereunder, including installation of the Signal
          Distribution System and Components in MDU Properties and  sale or
          solicitation of orders for DIRECTV Programming.  Such insurance
          coverage shall include, but not be limited to, (i) workers
          compensation insurance as required by applicable laws; (ii)
          employer's liability insurance with limits of not less than
          $1,000,000 per occurrence; (iii) commercial general liability
          insurance, including contractual liability and personal injury
          liability with limits of not less than $2,000,000 combined single
          limit per occurrence, to provide protection against claims and/or
          liabilities including, but not limited to, claims for bodily injury
          or property damage, which may arise or result from performance of
          System Operator's obligations under the Agreement, whether the
          services are performed by System Operator or System Operator's
          subcontractors or by an agent and/or by anyone directly or indirectly
          employed by System Operator or System Operator's subcontractors or
          agents. Simultaneous with the execution of the Agreement, System
          Operator shall deposit with DIRECTV evidence of the required
          insurance protection in the form of certificates of insurance for the
          insurance coverage described above.  The amounts shall not be less
          than the amounts specified above, or such other amounts as specified
          in advance in writing by DIRECTV's Insurance Office.  These
          certificates must include DIRECTV as an additional insured.  All
          certificates shall provide that the insurer give thirty (30) days
          written notice to DIRECTV prior to the effective date of expiration,
          any material change or cancellation; and

          (i) shall, throughout the Term, maintain a valid Right of Entry for
          each SO Property.

3.        DIRECTV Representations and Warranties.  DIRECTV hereby represents,
          warrants and covenants that it shall:

          (a) Comply with any and all applicable federal, state and local laws,
          rules, regulations and ordinances applicable to DIRECTV, its
          employees and agents relating to DIRECTV's obligations pursuant to
          the Agreement; and

          (b) At its sole expense, obtain all permits and licenses which may be
          required under any applicable federal, state or local law, rule,
          regulation or ordinance to perform its obligations pursuant to the
          Agreement.

4.        Proprietary Information; Confidentiality.

          (a) Except as otherwise provided for in the Agreement, without the
          express written consent of a party (the "Providing Party"), which may
          be granted or withheld in the Providing Party's sole discretion, the
          other party (the "Receiving Party") shall not use, other than as
          necessary to comply with the terms of the Agreement, and shall not
          provide or sell to any third party, any Confidential Information,
          other than as set forth in Section 4(b) below.  "Confidential
          Information" shall mean any information, in whatever form (paper,
          computer files, oral statements, etc.) of the Providing Party's
          intellectual property, customer information, or any other information
          obtained by the Receiving Party in connection with the Agreement or
          the actions contemplated thereby, whether provided by the Providing
          Party, or derived independently or otherwise, including, without
          limitation:  (i) all customer lists and other information related to
          customer's ordering any DIRECTV services; (ii) all market information
          and studies and marketing information; (iii) all  information
          pertaining to purchasers, renters or lessees of Signal Distribution
          Systems from System Operator; and (iv) all of the written data,
          summaries, reports, other proprietary information, trade secrets and
          information of all kinds, acquired, devised or developed in any
          manner from the other party's personnel or files or pursuant to the
          Agreement.  Immediately upon the Providing Party's written request
          (which request the Providing Party may make, as a specific or general
          request, in its sole discretion at any time up to one year after the
          last day of the Term), the Receiving Party shall provide to the
          Providing Party (or destroy if the Providing Party so requests) all
          requested Confidential Information.  Notwithstanding the foregoing,
          DIRECTV shall be entitled to use for any purpose and shall not be
          required to provide to System Operator, or destroy, any records or
          information pertaining to SO Properties, (except Designs), SO
          Subscribers or potential SO Subscribers.

          (b) In addition, the parties agree that, except as otherwise provided
          for in the Agreement, they and their employees have and will maintain
          in confidence the terms and provisions of the Agreement, as well as
          all of the Confidential Information of the other party and that they
          have not and will not reveal the same to any persons not employed by
          the other party except:  (I) at the written direction of the other
          party; (ii) to the extent necessary to comply with the law or the
          valid order of a court of competent jurisdiction, in which event the
          disclosing party shall so notify the other party as promptly as
          practicable (and, if possible, prior to making any disclosure) and
          shall seek confidential treatment of such information, or in
          connection with any arbitration proceeding; (iii) as part of its
          normal reporting or review procedure to its parent company, its
          auditors and its attorneys, and such parent company, auditors and
          attorneys agree to be bound by the provisions of this Section 4; (iv)
          in order to enforce any of its rights pursuant to the Agreement; (v)
          to current or potential investors, insurers or financing entities;
          provided, however, that such person described above agrees to be
          bound by the provisions of this Section 4; (vi) if, prior to the time
          of disclosure, the Confidential Information is in the public domain
          or is otherwise validly known to the intended recipient; or (vii)
          after the Confidential Information becomes part of the public domain
          by written publication through no fault of the party revealing such
          Confidential Information.  The parties agree to maintain as any oral
          Confidential Information in accordance with standard industry
          practice (subject to the foregoing exceptions for Confidential
          Information).

5.        Press Release.  During the term of the Agreement, neither party shall
          issue an independent press release with respect to the Agreement or
          the transactions contemplated hereby without the prior written
          consent of the other party.

6.        Compliance with Law.  Each party shall comply with all applicable
          governmental statutes, laws, rules, regulations, ordinances, codes,
          directives, and orders (whether federal, state, municipal or
          otherwise) and is solely responsible for the compliance with all such
          laws arising out of or relating to its obligations under the
          Agreement, including, without limitation, all federal and state laws
          governing direct sales, and any rules and regulations of any
          homeowners' associations governing MDU Properties solicited by System
          Operator.

7.        Power and Authority; No Breach.  Each of the parties represents and
          warrants that it has full power and authority to enter into the
          Agreement and perform its obligations hereunder and that its
          execution of the Agreement and performance of its obligations
          hereunder does not and will not violate any law or result in a breach
          of or default under the terms of any contractor agreement by which
          such party is bound.

8.        Indemnification.  Each party shall indemnify, defend and hold
          harmless the other, and their respective employees, officers and
          directors from and against any and all any losses, damages, claims,
          demands, suits, liabilities and expenses (including reasonable
          attorneys' fees and other costs of investigation and defense)
          (collectively, "Claims") caused by or arising out of, directly or
          indirectly, a breach of the indemnifying party's obligations under
          the Agreement or negligence in the performance thereof.  In addition,
          System Operator shall indemnify DIRECTV, and its employees, officers
          and directors from and against any and all Claims arising out of
          System Operator's construction, installation and/or maintenance of
          the Signal Distribution System or any other equipment utilized in
          connection with the provision of DIRECTV services to SO Properties,
          including, without limitation, any Claims that arise out of or result
          from any infringement, suit, claim or allegation of infringement of
          any patent, trademark, copyright, trade secret or other proprietary
          interest based on the Signal Distribution System, or any Claims with
          respect to the Signal Distribution System or any Component thereof
          being defective or not suitable for the purpose intended or used.
          Notwithstanding anything to the contrary contained herein, System
          Operator expressly waives any right to indemnification from DIRECTV
          arising from the content of any programming (including, without
          limitation, claims relating to trademark, copyright, music,
          performance and other proprietary interests), or (ii) the
          construction, use and/or operation of any satellites of DIRECTV or an
          affiliated company from which DIRECTV Programming originates.

9.        No Unauthorized Warranties or Representations.  System Operator shall
          not make any warranty or representation inconsistent with or in
          addition to any warranty or representation stated in writing by
          DIRECTV or a manufacturer of Signal Distribution Systems or
          Components.  If System Operator makes any such inconsistent or
          additional warranty or representation, System Operator shall, at its
          own expense, indemnify, defend and hold DIRECTV harmless from any
          claim relating thereto.

10.       LIMITATION OF LIABILITY.  NOTWITHSTANDING ANYTHING TO THE CONTRARY
          CONTAINED IN THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE
          FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY OR ANY
          THIRD PARTY,  WHETHER FORESEEABLE OR NOT AND REGARDLESS OF THE FORM,
          LEGAL THEORY OR BASIS OF RECOVERY OF ANY SUCH CLAIM.

11.       Assignment. System Operator shall not transfer any of its rights or
          obligations under the Agreement without the prior written consent of
          DIRECTV, which consent shall not be unreasonably withheld. DIRECTV
          may assign the Agreement to a successor of all or substantially all
          of its assets or in connection with a public offering, a merger or
          the sale of all or substantially all of its assets, and to any sales
          management agent appointed by DIRECTV in its sole discretion and who
          is responsible for managing a defined territory of dealers of DIRECTV
          Programming, upon written notice to System Operator.

12.       Taxes.  Any taxes (including, without limitation, any property,
          employee, service, franchise, customs, import/export duties, excise
          and any other related taxes) asserted against System Operator or
          DIRECTV by any local, state, national or international entity as a
          result of or arising under the performance of its obligations under
          the Agreement shall be the responsibility of the party against which
          such taxes are asserted.  Each party shall be responsible for any
          taxes related to its income hereunder.

13.       Arbitration.  Any dispute or disagreement arising between DIRECTV and
          System Operator shall be resolved according to binding arbitration
          conducted in Los Angeles, California in accordance with the Expedited
          Procedures of the Commercial Arbitration Rules of the American
          Arbitration Association then in effect; provided, however, that the
          parties may seek Injunctive relief in any court of competent
          jurisdiction and may enforce the provisions of any arbitration award
          in any court of competent jurisdiction.  Arbitration shall be by a
          single arbitrator chosen by the parties, provided that, if the
          parties fail to agree and to appoint a single arbitrator within
          thirty (30) calendar days from the date a party has made a demand for
          arbitration, then the arbitrator shall be chosen in accordance with
          the Rules.  The decision of the arbitrator shall be final and binding
          on the parties and any award of the arbitrator may be entered in any
          court of competent jurisdiction.  Notwithstanding the foregoing, the
          arbitrator shall not be authorized to award punitive damages with
          respect to any such controversy, claim or dispute, nor shall any
          party seek punitive damages relating to any matter arising out of, or
          relating to, the Agreement in any other forum.  The cost of any
          arbitration hereunder, including the cost of the record or
          transcripts thereof, if any, administrative fees, attorneys' fees and
          all other fees involved, shall be paid by the party determined by the
          arbitrator to not be the prevailing party, or otherwise allocated in
          an equitable manner as determined by the arbitrator.  All rights and
          remedies of either party are cumulative of each other and of every
          other right or remedy such party may otherwise have at law or in
          equity, and the exercise of one or more rights or remedies shall not
          prejudice or impair the concurrent or subsequent exercise of other
          rights or remedies.

14.       Independent Contractor, No Agents; Relationship; No Third Party
          Beneficiaries.  The parties agree that System Operator is an
          independent contractor in performing the construction and
          installation of Signal Distribution Systems, the marketing DIRECTV
          Programming and other services described in the Agreement.  No party
          (nor any of its officers, directors, agents or employees) shall act
          or hold itself out as an agent of the other party hereto.  The
          parties do not intend the Agreement or the relationship hereunder to
          constitute a joint venture, partnership or franchise of any type.
          The provisions of the Agreement are for the benefit only of the
          parties hereto, and no third party may seek to enforce, or benefit
          from, these provisions.

15.       Audit Rights.  DIRECTV and/or its representatives shall have the
          right, exercisable no more than once per year (and once following
          termination of the Term), at its sole cost and expense (unless a
          discrepancy of five percent [5%] or more is revealed, in which case
          System Operator shall bear all such costs and expenses), to audit
          System Operator's books and other records relating to its obligations
          under the Agreement.  In addition, DIRECTV shall have reasonable
          access to System Operator's personnel, the SO Properties and System
          Operator's facilities, but only upon reasonable notice and during
          regular business hours at System Operator's place of business and
          without unreasonable disruption to System Operator's business.

16.       Force Majeure.  Notwithstanding any other provision in the Agreement,
          neither System Operator nor DIRECTV shall have any liability to the
          other or any other person or entity with respect to any failure of
          System Operator or DIRECTV to perform its obligations under the terms
          of the Agreement if  such failure is due to a Force Majeure.  "Force
          Majeure" shall mean any labor dispute; fire; flood; earthquake; riot;
          legal enactment; government regulation; Act of God; any problem
          associated with the construction, use and/or operation of DIRECTV's
          satellite(s) or related systems; any problem associated with any
          scrambling/descrambling equipment or any other equipment owned or
          maintained by others; or any cause beyond the reasonable control of
          both parties.

17.       Notices.  All notices and other communications from either party to
          the other hereunder shall be in writing and shall be deemed received
          upon actual receipt when personally delivered, upon acknowledgment of
          receipt if sent by facsimile, or upon the expiration of the third
          business day after being deposited in the United States mails,
          postage prepaid, certified or registered mail, addressed to the other
          party at a location specified in writing by such party.  Until notice
          in accordance with this Section 17 is given to the contrary, the
          addresses, phone numbers and facsimile number for purposes of giving
          notice are as follows:

          System Operator:  Refer to the information set forth on the execution
          page of the Agreement.

          DIRECTV:

          (a) If by mail:
             DIRECTV, Inc.
             P.O. Box 915
             El Segundo, California 90245-0915
             Attention:  Vice President, MDU Sales
             cc:  Business Affairs

          (b) If by personal delivery:
             DIRECTV, Inc.
             2230 East Imperial Highway
             El Segundo, California 90245
             Attention: Vice President, MDU Sales
             cc:  Business Affairs

          (c) If by FAX:
             (310) 726-4550
             Attention: Vice President, MDU Sales
             cc:  Business Affairs

18.       Severability.  Nothing contained in the Agreement shall be construed
          to require commission of any act contrary to law and, whenever there
          is any conflict between any provision of the Agreement and any law,
          such law shall prevail; provided, however, that in such event, the
          affected provisions of the Agreement shall be modified to the minimum
          extent necessary to permit compliance with such law and all other
          provisions shall continue in full force and effect.

                                                     /s/ Henry Burkhalter
                                                     --------------------------
                                                         Henry Burkhalter