INDIRECT DEALER AGREEMENT

                                     BETWEEN

                                 METROPCS, INC.

                                      AND

                                 Action Wireless

     This Indirect Dealer Agreement ("Agreement") is made effective as of this 8
day of September, 2003 (the "Effective Date"), by and between MetroPCS, Inc., a
Delaware corporation with offices at 8144 Walnut Hill Lane, Suite 800, Dallas,
TX 75231 ('MetroPCS"), and Action Wireless, organized under the laws of the
State of Florida with principal offices located at 483 NE 20th St. #7, Boca
Raton, FL 33431("Dealer").

     Whereas, MetroPCS is licensed by the Federal Communications Commission (the
"FCC"), to provide wireless communication services including but not limited to
Personal Communication Services (collectively referred to as "Services) in
various geographic areas throughout the United States, In conjunction with which
MetroPCS sells wireless Services telephone handsets ("Handsets'), accessories
and enhancements (collectively referred to as "Equipment") for use by MetroPCS'
Services customers on MetroPCS' wireless network; and

     Whereas, Dealer desires to sell Equipment and assist customers in their
selection of MetroPCS' Services pursuant to the terms and conditions of this
Agreement;

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

1.    TERM AND TERMINATION
      --------------------

1.1  This Agreement will remain In effect for a period of one year (the "Initial
Term"), and thereafter will be automatically renewed for successive one-year
renewal terms unless earlier terminated as provided herein.

1.2  Notwithstanding the foregoing, the Agreement may be terminated prior to the
expiration of the Agreement as follows:

     1.2.1   Either party may terminate this Agreement at any time by written
             notice to that effect given not less than thirty (30) calendar
             days prior to the date on which the termination is to become
             effective:

     1.2.2   MetroPCS may terminate this Agreement at any time by written notice
             to that effect given not less than fifteen (15) calendar days
             prior to the date upon which such termination is to become
             effective, if any of the following occurs and Dealer falls to
             cure the default within such fifteen-day period:

               (a)  Dealer defaults in its monetary obligations to MetroPCS or
                    any Authorized Distributor, as hereinafter defined;
               (b)  Dealer falls to perform or observe any of the terms and
                    conditions contained in this Agreement;
               (c)  the Equipment or the Services are marketed in a misleading
                    or deceptive manner or otherwise in violation of this
                    Agreement; or
               (d)  for good cause shown,

     1.2.3   Either party may terminate this Agreement immediately upon written
             notice If the other party:

               (a)  makes an assignment for the benefit of creditors or becomes
                    insolvent;
               (b)  files for protection or relief under the bankruptcy laws of
                    the United States;
               (c)  has a receiver, trustee, custodian or other official
                    appointed for all or substantially all of such party's
                    assets;
               (d)  falls to operate as a going concern for more than twenty
                    (20) calendar days.

     1.2.4   In addition to any termination provision set forth elsewhere
             herein, MetroPCS may terminate this Agreement immediately upon
             notice to Dealer should any of the following occur:

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               (a)  Dealer commits fraud or is convicted under any criminal
                    charges under state or federal law, or in any way violates
                    any applicable law, statute or regulation or engages In
                    unethical or unfair business or trade practices:
               (b)  Dealer attempts to assign this Agreement or any of Dealer's
                    rights or obligations under this Agreement to a third party
                    without the written consent of MetroPCS:
               (c}  Dealer violates any of the confidentiality provisions of
                    this Agreement, or misappropriates or uses without MetroPCS'
                    prior consent, the Marks, as defined below;
               (d)  Dealer misrepresents or disparages MetroPCS business;
               (e)  Dealer engages in sales or marketing of the Equipment or PCS
                    outside of its designated Area without the prior consent of
                    MetroPCS;
               (f)  Dealer engages in sales of Equipment in violation of Section
                    3.3 below,

         1.2.5  In addition, If the FCC or any other regulatory agency or court
                of competent Jurisdiction promulgates any rule, regulation or
                order which in effect or application prohibits or substantially
                impedes MetroPCS from fulfilling its obligations hereunder or
                providing Services In the Area (as defined below), or materially
                or adversely affects MetroPCS' ability to conduct business in
                the Area upon terms and conditions acceptable to MetroPCS,
                MetroPCS may terminate this Agreement immediately upon notice to
                Dealer,

          1.2.6 This Agreement may be terminated at any time by mutual written
                consent of the parties,

2.   APPOINTMENT OF DEALER AND RELATIONSHIP OF THE PARTIES
     -----------------------------------------------------

2.1  Subject to and in accordance with all the terms and conditions of this
Agreement, MetroPCS hereby appoints Dealer as a non-exclusive sales agent to
sell the Equipment and promote the Services, and to act on behalf of MetroPCS
for these limited purposes solely in the geographic area (the Area") set forth
In Exhibit A. MetroPCS reserves the right to market and sell the Equipment and
Services through Its own direct sales organization, or other agents, resellers,
dealers, or otherwise, in the Area, Deafer acts as a limited agent of MetroPCS
for the purpose of selling Equipment and promoting the Services and owes
MetroPCS the fiduciary and other obligations of an agent to its principal,
Dealers fiduciary obligations to MetroPCS shall be limited to the performance of
Dealer's obligations under this Agreement, Dealer understands, acknowledges, and
expressly agrees that nothing contained in this Agreement or based upon the
relationship between the parties is intended nor should be construed as creating
any fiduciary duties or obligations on the part of MetroPCS, Dealer is only
authorized to act on behalf of MetroPCS in the Area referenced in Exhibit A,
Dealer shall provide MetroPCS with prior written notice before selling Equipment
over the Internet, through any outside sales force, or from any location other
than the approved storefront locations set forth on Exhibit hereto. Upon
approval of any new location, MetroPCS shall modify Exhibit E to include such
new approved location. MetroPCS reserves the right to add, delete, or otherwise
modify the Area in which Dealer is authorized to operate under this Agreement.
Nothing herein shall restrict or prohibit MetroPCS from, in its sole discretion,
offering customers and potential customers in the Area, through its retail
stores, direct sales force, other agents, dealers, or otherwise, volume
discounts, promotional offers, new or modified price plans or any other special
offers of Equipment or Services whether or not the same are made available to
Dealer,

2.2 Dealer agrees to use Its best efforts during the Term of this Agreement to
sell and actively promote the sale of Equipment and Services pursuant to the
terms hereof, In all lawful ways and to the maximum extent possible, and In an
effective and diligent manner. Dealer agrees to purchase from MetroPCS, or its
Authorized Distributor, as hereinafter defined, such quantities of the Equipment
as are required to maintain a supply of the Equipment sufficient to meet the
demands of its customers,

2.3 Except as specifically set forth herein, this Agreement does not create or
constitute a joint venture, partnership, agency, employment, or similar
relationship between the parties and, unless authorized in writing in advance,
neither MetroPCS nor Dealer will make any express or implied agreements,
guarantees or representations, or incur any indebtedness or obligations, In the
name of or on behalf of the other.

2.4 Dealer will conspicuously identify itself to all customers and third parties
as an independent authorized dealer of MetroPCS and not as any other type of
MetroPCS affiliate In a manner consistent with the provisions of Section 11
below. Dealer will conduct itself with the highest standards of honesty,
integrity and fair dealing, Dealer shall do nothing tending to reflect adversely
upon MetroPCS. Dealer will at all times comply with all applicable laws,
regulations, and judicial or regulatory orders including, without limitation,
any applicable FCC rules and regulations, Personnel employed by or acting under
Dealer's authority are not and will not be deemed to be employees or agents of
MetroPCS and Dealer assumes full responsibility for their supervision and
control, and for their actions.

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2.5 Dealer will not directly or indirectly delegate, license or assign, orally
or is writing, any of its obligations or duties hereunder, or the use of the
Advertising Materials or the Marks, each as hereinafter defined, to any person.
entity, affiliate, sub-agent, representative or subcontractor.

2.6 Dealer, at its sole cost and expense, is responsible for obtaining end
maintaining all licenses, permits, or other approvals necessary for it to
conduct its business and perform Its obligations and duties under this
Agreement.

2.7 Dealer acknowledges and agrees that MetroPCS has different participants In
Its indirect retail channel, which may Include other agents, resellers and
dealers, and that MetroPCS shall not be liable to Dealer if commissions and
benefits, responsibilities, promotions, opportunities or other compensation
provided hereunder, if any, are not the same as, or as favorable as, those
provided by MetroPCS to others, and that MetroPCS has the right to pay,
compensate, and provide benefits to participants in its Indirect retail channel
in any way that it decides without having to make the same or similar payments,
compensation or benefits available to Dealer. Dealer further acknowledges that
MetroPCS reserves the right to compensate Its agents differently on a
case-by-case basis and that Dealer's compensation shall be based solely on the
outcome of negotiations. Finally, Dealer acknowledges that MetroPCS actively
markets and directly sells the Equipment and Services in the Area, in other
areas and over the Internet.

3.   EQUIPMENT
     ---------

3.1 Dealer will obtain the Handsets that it sells only from MetroPCS or from
sources that have been pre-approved by MetroPCS in writing (each, an 'Authorized
Distributor").

3.2 Handsets that are approved by MetroPCS for sale by Dealer are specified in
Exhibit which may be modified by MetroPCS In its sole discretion from time to
time. MetroPCS will notify Dealer in writing of any modification to Exhibit B.
Dealer will obtain training in the Operation, Installation, warranty and
maintenance service of the Handsets from the manufacturer(s) of the Handsets,
MetroPCS and/ or Authorized Distributor(s) of the Handsets. Dealer shall only
sell other Equipment that is compatible with the Handsets to purchasers of the
Handsets.

3.3 Dealer will sell Handsets only to individual retail purchasers who Intend to
activate the Handsets with and utilize the Services of MetroPCS and not sell to
any wholesaler, dealer, reseller, or wireless facilities based carrier without
MetroPCS' express prior written consent. Dealer shall not sell any Handset for
resale.

3.4 Dealer warrants and represents that it will not attempt to reprogram or
alter any Handset.

3.5 MetroPCS has the right to reasonably supervise Dealer's marketing of the
Equipment and promotion of Services and to inspect and test the Equipment that
Dealer offers for sale.

3.6 MetroPCS shall have the right, with or without notice to Dealer to modify Or
make changes to the Handsets or the Services, and to discontinue or Introduce
new Equipment and Services. MetroPCS shall not be subject to any liability
therefore. MetroPCS may give Dealer prior notice of the introduction, change or
deletion of Equipment, Services, features and enhancements.

4.   EQUIPMENT INVENTORY
     -------------------

4.1 All Equipment sales will be made by Dealer for its own account, Dealer
agrees and acknowledges that when it procures Equipment that the same is then
owned by Dealer and that Dealer may sell the same to customers.

4.2 MetroPCS or Its Authorized Distributor will have the sole right to determine
the quantity and delivery dates of Equipment offered to Dealer,

5.   EQUIPMENT PURCHASE AND SALES
     ----------------------------

5.1 For Equipment purchased from MetroPCS, Dealer will pay MetroPCS the purchase
prices therefore, including the purchase prices set forth in Exhibit C. The
prices for Equipment are accurate as of the date of execution of this Agreement.
Prices for Equipment not specified In this Agreement will be provided to Dealer
from time to time, MetroPCS reserves the right to change the purchase price of
any Equipment upon notice to Dealer, The purchase prices of ail Equipment set
forth in Exhibit C are exclusive of applicable sales, use, value added,
telecommunications and similar taxes and assessments. Unless Dealer provides
MetroPCS with written documentation (resale certificate) demonstrating to the
reasonable satisfaction of MetroPCS that MetroPCS is not required to collect and
remit any

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<PAGE>

applicable sales, use, value added, telecommunications or similar taxes or
assessments resulting from the purchase by Dealer of Equipment, the prices to be
charged will be Increased to Include such taxes and assessments.

5.2 Dealer will issue purchase orders for Equipment in a form approved in
advance by MetroPCS. MetroPCS will ship Equipment upon its acceptance of a
purchase order. Unless other arrangements are approved by MetroPCS, payment for
all purchases of Equipment will be made in full without offset or credit at time
of delivery (C.O.D), MetroPCS, in its sole discretion, may require payment in
Immediately available or certified bank funds Amounts due are deemed paid upon
MetroPCS' receipt of the full amount. The terms of this Agreement will govern if
there Is any conflict between the terms of any purchase order used by Dealer to
purchase Equipment and this Agreement.

5.3 As an alternative, Deafer may, or at MetroPCS' request, Dealer will pay for
an order of Equipment in its entirety prior to shipment. No such order will be
shipped with any outstanding amounts due.

5.4 Dealer will timely pay in full all invoices issued or amounts due without
offset or credit.

MetroPCS will deliver ail Equipment to Dealer's carrier F.O.B point of origin at
MetroPCS' or Authorized Distributors designated facility; Dealer is responsible
for all freight charges for delivery thereafter from such facility.

In the event Dealer requests special delivery or expedited delivery service, any
additional cost of shipping required for such method will be borne by the
Dealer.

5.6 MetroPCS will establish a suggested retail price for Equipment from time to
time. Notwithstanding any suggested retail price, Dealer may sell the Equipment
at any price(s), which, in its sole discretion, it chooses to establish and
nothing In this Agreement establishes, is intended to establish or May be
construed to establish any price(s) or price level(s), which must be adopted by
the Dealer, The MetroPCS suggested retail price is set forth on Exhibit C.

5.7 For all Equipment sold by Dealer on behalf of MetroPCS:

     5.7.1   MetroPCS will provide to the customer activation on the MetroPCS
             network and one month of Service without additional charge.
             Dealer shall not collect any fee for activation. Dealer shall not
             use the word "free" in its promotion of the Service unless
             authorized in writing by MetroPCS.

     5.7.2   Dealer shall not collect any amount due for Services, which will be
             billed to each customer by MetroPCS.

     5.7.3   All customer refunds during the first ten (10) days after
             activation but before thirty (30) minutes of airtime have been
             used by the customer, shall be the sole responsibility of Dealer,
             Dealer will not direct any such customer to a MetroPCS retail
             store. Dealer will be reimbursed for returned Activation Kits in
             accordance with Section 8.2 below.

5.8 Customers purchasing Equipment through Dealer (in Its capacity as sales
agent for MetroPCS) will, upon activation of the Services through MetroPCS, be
deemed to have accepted the terms and conditions governing MetroPCS' obligation
to provide Services to such customers, and such customers obligation to
compensate MetroPCS therefore_ An original copy of the Service terms and
conditions will be included in the packaging for the Equipment. Dealer agrees
that it shall not remove any copy of the terms and conditions from the
packaging. In addition, MetroPCS will provide Dealer with additional copies of
the terms and conditions and Dealer agrees to make copies of the terms and
conditions available to customers at the point of purchase at Dealer's retail
Store.

5.9 The amount of any Invoice owed by Dealer to MetroPCS may be contested by
Dealer provided MetroPCS is notified in writing, within fifteen (15) business
days of receipt of such payment or fulfillment of such invoice, of the
following:

     5.9.1   Notice that Dealer in good faith believes the amount to be
             incorrect,

     5.9.2   a detailed statement of the amount contested and the reasons why
             the Dealer believes there is an error, and

     5.9.3   Sufficient documentation to support Dealer's position. Any
             objections not timely raised by Dealer in this manner will be
             deemed waived.

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6.   EQUIPMENT RETURNS
     -----------------

6.1 If Dealer reasonably believes that any Equipment provided by MetroPCS Is
incomplete, defective or damaged when delivered by MetroPCS, Dealer may return
that Equipment to MetroPCS for exchange within thirty (30) days of Dealers
receipt of the Equipment. Prior to any such return, Dealer must receive from
MetroPCS a return material authorization ("RMA") for each return shipment.
Returns sent without an RMA will be returned to Dealer at Dealer's expense.
Dealer agrees to take reasonable care in preparing returns for shipment to
MetroPCS. Improperly packaged material, or material damaged during shipment,
will be accepted at the discretion of MetroPCS.

6.2 If a customer returns a complete, working, undamaged Activation Kit
(consisting of a Handset, battery, charger and packaging) with purchase receipt
to Dealer within ten (10) days of the date of purchase, Dealer shall refund to
the customer the total purchase price paid by such customer, provided that no
more than 30 minutes of airtime have been used by the customer. MetroPCS will
accept the return of such Activation Kit from Dealer subject to the requirements
set forth on Exhibit D attached hereto, as amended by MetroPCS from time to
time.

6.3 Equipment that qualifies for repair or replacement under the terms of this
Agreement or under the terms of the limited warranty provided by the
manufacturer(s) of the Equipment may be returned by the customers directly to
any of the MetroPCS operated retail stores in the specific geographic market
area where the Handsets are designated for use. MetroPCS will advise Dealer when
such MetroPCS operated retail store opens in the Dealer's Area, and MetroPCS
will provide Information to Dealer as to the location, hours of operation and
types of services available at the MetroPCS store to customers. Dealer agrees to
cooperate with MetroPCS in providing this information to customers and to offer
this option to customers as a preferred option for repair or replacement of
qualifying Equipment All lost or stolen Handsets must be replaced at the local
MetroPCS operated retail store. Dealer will not sell any replacement Handsets,
and will refer customers seeking replacements for lost or stolen Handsets to the
local MetroPCS operated retail store.

6.4 Dealer will not scrap or otherwise dispose of Equipment, or any parts
thereof, whether new or used, In any manner that would violate any environmental
law or regulation, and will indemnify, defend and hold MetroPCS harmless from
any liability arising from such disposal.

7. STOCK BALANCING
   ---------------

7.1 Dealer may return unopened, unsold Handsets to Authorized Distributor or
MetroPCS for the fee set forth on Exhibit C, provided such Handsets are in their
original package, with ail accessories, and in otherwise saleable condition,
Prior to any such return, Dealer must receive from MetroPCS a RMA for each
return shipment. Equipment that remains in Dealer's Inventory for more than (90)
days from date of shipment to Dealer, and discontinued Equipment which remains
in Dealer's Inventory for more than thirty (30) days from date of shipment to
Dealer are not eligible for stock balancing,

8.   DEPOSIT/OTHER CREDIT ARRANGEMENTS
     ---------------------------------

8.1 In its sole discretion to safeguard its interests as a material supplier to
Dealer, MetroPCS may require Dealer to make a suitable cash deposit (`Dealer's
Deposit) to be held by MetroPCS, in a non-segregated account and without
Interest, as a guarantee of the payment of invoices, and/or MetroPCS may request
an advance payment and/or other credit arrangements, including performance bonds
or similar requirements reasonably satisfactory to MetroPCS.

8.2 The existence of Dealer's Deposit will not operate to relieve Dealer from
complying with MetroPCS' requirements for prompt payment of invoices, nor as a
waiver or modification of the right of MetroPCS under this Agreement to
terminate for non-payment of any sums due.

8.3 Dealer agrees that the cost of Dealer's operations Including any and all
costs associated with Computer automation and internet access readiness shall be
borne by Dealer exclusively.

9.   TAXES
     -----

9.1 Dealer will assume sole responsibility for the collection and timely payment
of all of its applicable taxes including sales, use, excise, income or other
taxes, excluding the taxation of airtime Services.

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10.  INSURANCE AND RISK OF LOSS
     --------------------------

10.1 Dealer will obtain and maintain during the Term, at its sole cost and
expense, comprehensive general liability Insurance, Including product liability,
personal Injury, workers' compensation and employer's liability coverage, in an
aggregate amount of not less than one million dollars ($1,000,000) combined
single limit coverage from an insurance carrier(s) reasonably satisfactory to
MetroPCS and licensed to do business In the Area. Dealer will cause such
insurance carrier(s) to provide MetroPCS with an annual certificate of insurance
of such policy(s) which will name MetroPCS as an additional insured, and will
provide MetroPCS with at least thirty (30) days' prior written notice of any
suspension, reduction or cancellation of coverage, Dealer will notify MetroPCS
at least thirty (30) days in advance of any material change In such Insurance
coverage, Including, without limitation, any change of the insurance carrier(s),

10.2 Dealer will assume the risk of loss or damage for all Equipment at the time
MetroPCS delivers the Equipment to the common Carrier.

11. TRADEMARKS. TRADE NAMES AND SERVICE MARKS.
    -----------------------------------------

11.1 Dealer hereby acknowledges that MetroPCS owns or has the right to use
various trademarks, trade names, service marks, Insignia, symbols, Insignia, and
decorative designs, whether or not registered, in connection with the Services
and the Equipment (the 'Marks"). MetroPCS hereby provides Dealer with a
non-exclusive, non-transferable, royalty free license to use the Marks In the
Area for the Term in connection with the promotion and sale of Equipment and
promotion of Services in the manner and to the extent specified by MetroPCS.

11.2 MetroPCS may, from time to time, provide Dealer with booklets, brochures,
circulars, fliers, leaflets, pamphlets, literature, displays, exhibits and the
like (collectively, the "Advertising Materials") incorporating certain of the
Marks, Dealer agrees to use the Advertising Materials exclusively to market the
Equipment and Services under this Agreement. Dealer agrees that Dealer will not
use any other materials to market or promote the Equipment or Services without
the prior written consent of MetroPCS. MetroPCS reserves the right to charge a
fee for the provision of Advertising Materials.

Dealer warrants and represents that at all times Dealer will maintain control
over all uses of the Advertising Materials and the Marks and will maintain a
consistent standard in keeping with the valuable reputation of MetroPCS. Dealer
will not make any representations or warranties regarding the Equipment or
Services to any person or entity that is inconsistent with or which is not
contained in the most recent version of the Advertising Materials provided to
Dealer. Dealer, upon request from time to time, will provide MetroPCS with
samples of the Advertising materials, and any additional licensed use of the
Marks.

11.3 Dealer will use the Advertising Materials and Marks awarding to this
Section 11 and will not use the Advertising Materials and Marks In any other
manner unless previously approved in writing by MetroPCS. Dealer shall defend
and indemnify MetroPCS for any and all claims regarding Dealer's advertising and
if advertising includes one of MetroPCS' Marks then MetroPCS may elect to
control and manage the defense of the claim.

11.4 Dealer's failure or refusal to fully comply with this Section 11 will cause
Immediate and irreparable injury to MetroPCS that cannot be adequately
compensated In money damages. Therefore. MetroPCS may seek and receive
preliminary and other injunctive and equitable relief upon satisfactorily
demonstration for relief to a court of proper jurisdiction.

11.5 MetroPCS reserves the right to inspect Dealer's premises, packaging, point
of sale materials and advertising at all reasonable times for the purpose of
protecting and maintaining the standards of quality established by MetroPCS for
use of the Advertising Materials and the Marks, Dealer may not use the Marks on
the Internet without MetroPCS' prier written approval,

11.6 Dealer's use of the Advertising Materials and the Marks will inure to the
benefit of MetroPCS, and Dealer acknowledges that it has no right, title or
interest in the marks, or their registrations or applications except for the
limited right of use granted in this Agreement,

11.7 Dealer will not use any of the Marks as part of its corporate, trade or
business name(s). Dealer's use or display of the Marks will never be more
prominent than Dealer's own name, logo or mark, Including, without limitation,
on the storefront of Dealer. Dealer will not remove or modify any Mark placed on
the Equipment by MetroPCS or its Authorized Distributor. When Dealer uses any of
the Marks, such use will be modified with the identifying description or
Dealer's relationship with MetroPCS only as MetroPCS agrees in writing.

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<PAGE>

11.8 MetroPCS, in its sole discretion, may modify, discontinue or substitute
Dealer's use of any of the Marks, or the standards and guidelines for the Marks
specified herein, at any time. If MetroPCS decides to modify or discontinue the
use of any of the Marks, or to substitute one or more Marks for another Mark,
Dealer will have thirty (30) days after receipt of written notice from MetroPCS
to

     11.8.1  Cease using the replaced or discontinued Marks;

     11.8.2  Destroy or return to MetroPCS all designs, stationery, business
             cards, promotional materials, and advertising of every kind using
             any of the unmodified or discontinued Marks and certify such
             destruction in writing; and

     11.8.3  Commence using the substituted Marks In accordance with this
             Agreement.

Under no circumstances shall MetroPCS be responsible for any cost or expense
incurred by Dealer in completing the foregoing.

11.9 If Dealer becomes aware of any third party infringement of the Marks,
Dealer will promptly notify MetroPCS in writing of such infringement. MetroPCS,
at its own expense, and in its sole discretion, may bring a claim or lawsuit to
restrain any infringement of the Marks, either in its own name or in Dealer's
name, or may cause the Joinder of Dealer as a party to such lawsuit. MetroPCS
will be entitled to receive and retain for Its own use and benefit any recovery
awarded in such lawsuit. Dealer will provide MetroPCS reasonable assistance and
cooperation in the prosecution of any claim or lawsuit alleging infringement of
the Marks. To the extent permitted by law, Deafer may intervene, at its own
expense, in any legal proceedings affecting the rights acquired by it under this
Agreement.

12.  OBLIGATIONS OF DEALER UPON EXPIRATION OR TERMINATION
     ----------------------------------------------------

12.1 Upon receipt of notice of termination, all Equipment remaining in Dealer's
Inventory will be sold by Dealer In the normal course of business to customers
until Dealer's Inventory is depleted. In the event Dealer chooses not to, or is
unable to sell Equipment, MetroPCS has the option to buy back all Equipment at
the return prices set forth on Exhibit C. Any termination provided for hereunder
will In no event relieve Dealer from any commitments or obligations incurred
prior to the date of termination. The terms of this Agreement applicable to
Dealer will continue to apply until all inventory Is sold or repurchased by
MetroPCS.

12.2 Upon the expiration or termination of this Agreement by either party for
any reason whatsoever, and notwithstanding any claims or defenses that Dealer
may assert against MetroPCS, all rights and privileges granted to Dealer
hereunder will immediately terminate, and Dealer, its trustees, receivers,
successors or assigns will have no further right to use of the Marks.
Furthermore, upon such termination or expiration Dealer will Immediately:

     12.2.1  return to MetroPCS or destroy all Advertising Materials and any
             designs, stationary and promotional materials of every kind using
             any of the Marks;

     12.2.2  return to the manufacturer or other supplier, or as otherwise
             agreed to by the parties, all Equipment and products bearing the
             Marks, except that Equipment which Dealer elects to sell out of
             its remaining inventory or resell to MetroPCS, and with all
             labels, packaging and other promotional and business materials
             associated therewith;

     12.2.3  cease using the Advertising Materials and the Marks or any trade
             name, service mark, trademark, logo, insignia, symbol or
             decorative design similar to the Marks; and

     12.2.4  cease advertising, directly or indirectly, that it is or was
             formerly a dealer of or in any way affiliated with MetroPCS.


13.  CONFIDENTIALITY: PROPRIETARY INFORMATION; BUSINESS RECORDS
     ----------------------------------------------------------

13.1 During the Term, both Dealer and MetroPCS may receive or have access to
proprietary or confidential information belonging to the other which may
Include, but is not limited to, pricing, customer lists, information and data,
financial, technical or business Information or data relating to the owner's
trade secrets, and other business, in written, oral, or other form, and
information and data contained therein, derived from or related thereto
('Information"). All information is confidential if (a) it is written
information marked CONFIDENTIAL or PROPRIETARY, or some similar marking; (b) It
is disclosed orally and the owner identifies such Information as confidential or
proprietary; or (c) with respect to trade secrets, if the recipient knows or has
reason to believe such Information is a trade secret

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<PAGE>

13.2 During the Term, and for a period of two (2) years following the expiration
or termination of this Agreement, each party will: (a) use Information only for
purposes of performing Its duties and obligations under this Agreement; (b)
limit access to Information solely to its authorized employees, agents, and
contractors On a need-to-know basis and not use, copy, publish, or disclose it
to other persons; (c) advise its employees, agents, and contractors of the
obligation of confidentiality hereunder, (d) require its employees, agents, and
contractors to use the same degree of care as Is used with that party's own
proprietary information; and (A) return any copies of Information in written,
graphic, or other tangible form upon request. MetroPCS has the right to review
and approve Dealer's procedures for handling information and make reasonable
inspections during normal business hours upon twenty four (24) hours prior
written notice, as MetroPCS deems necessary, to assure that Information is being
properly protected by Dealer.

13.3 in performing its obligations under this Agreement, Dealer will not
disclose to MetroPCS or use, in any manner, any confidential Information Dealer
believes or has reason to believe is a trade secret of any third person. In
addition, Dealer will not disclose any of the terms and conditions of this
Agreement

13.4 Dealer shall create and maintain at its principal office full, complete and
accurate records of Its business conducted pursuant to this Agreement. Such
records shall be preserved for the longer of five (5) years after the date of
their preparation or five (5) years after the expiration, cancellation or
termination of this Agreement, and they shall be available for inspection and
copying by MetroPCS at all reasonable times.

14.  COMPLIANCE.
     ----------

14.1 In its performance of this Agreement, Dealer shall comply with:

     14.1.1  All applicable laws, orders, rules and regulations of federal,
             state, or local governments, including without limitation all
             consumer protection laws and laws applicable to Dealer as an
             employer of labor all tariffs, and any governmental rules and
             procedures relating to the sale of the Equipment; and 14.1,2 Ail
             rules and procedures concerning the conduct of Dealer's business
             relating to the Equipment reasonably prescribed from time to time
             by MetroPCS

14.2 Dealer shall, at its sole expense, secure and maintain in force and affect
all licenses, approvals, certifications, and permits required of Dealer and its
employees for its performance hereunder.

14.3 Dealer shall notify MetroPCS in writing within five (5) days of the
commencement of any material action, suit or proceeding or of the issuance of
any order, writ, injunction, award or decree of any court, agency or other
governmental Instrumentality involving Dealer or Dealer's business, 14.4 Dealer
acknowledges that the activities of MetroPCS and/or its affiliates in connection
with the provision of Services hereunder are regulated by the FCC and that the
activities of MetroPCS and Dealer in connection with the transactions
contemplated by this Agreement are or may be subject to regulation by various
governmental authorities. In the event the FCC or any other governmental entity
shall require any material additions, deletions, or modifications to the terms
or conditions of this Agreement or adopt any rules or regulations which render
the activities contemplated by this Agreement illegal or unenforceable, MetroPCS
and Dealer shall use reasonable efforts to reconstitute this Agreement to comply
with such rules or regulations, but only to the extent that such modifications
would not materially and adversely affect the rights and obligations of the
parties hereto. No provision of this Agreement shall be construed as vesting in
Dealer any control over the Services facilities owned by MetroPCS and/or its
affiliates or the frequencies/facilities licensed to MetroPCS and/or its
affiliates.

15. ACKNOWLEDGEMENTS
    ----------------

15,1 Dealer acknowledges that it has not received or relied upon arty guaranty,
express or implied, as to the amount of revenue that it may earn as a result of
Its relationship with MetroPCS.

15.2 No portion of any payment to one party by the other pursuant to this
Agreement will be used as a bribe, kickback, rebate, illegal political
contribution, for the purpose of obtaining political influence, or in violation
of applicable foreign exchange control regulations, tax laws or regulations, or
other laws or regulations of any jurisdiction.

16.  WARRANTIES AND REPRESENTATIONS
     ------------------------------

16.1 Warranty to Customers: All Equipment sold under this Agreement to Dealer
for resale to Its customers will be subject to the standard limited warranty
("Limited Warranty") from the manufacturer to the extent provided In the
Equipment packaging. Dealer will provide such Limited Warranty to all of its
customers who purchase Equipment,

                                       8

<PAGE>

without varying any of its terms and will make no representations relating to
the Limited Warranty other than those set forth therein. 16.2 Warranty to
Dealer: MetroPCS' sole warranty to Dealer will be that all Equipment purchased
from MetroPCS and delivered to Dealer at the F.O.B. point of origin, will be
appropriately packaged, labeled and will be covered by manufacturer's written
Limited Warranty.

16.3 THE FOREGOING WARRANTIES ARE IN LIEU OF, AND METROPCS HERESY DISCLAIMS,
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

16.4 Dealer acknowledges that MetroPCS has not made any representations to
Dealer including, without limitation, and without limiting the generality of the
foregoing, representations regarding:

     16.4.1  the quality of Services other than as stated in this Agreement

     16.4.2  the provision by MetroPCS to Dealer of training and management
             assistance;

     16.4.3  the amount of profits, net or gross, that Dealer can expect from
             its operations under this Agreement;

     16.4.4  the size (other than the geographic area), choice potential, or
             demographic nature of the market in which MetroPCS service Is
             available or the number of the other dealers or agents that are or
             may in the future operate in that area; or

     16.4.5  the termination, transfer or renewal provisions of this Agreement
             other than as set forth in the Agreement,

16.5 Dealer represents and warrants that the execution and performance of this
Agreement will not conflict with Or result In the breach of any other agreement
to which Dealer is a party. Deafer further represents and warrants that it is
not subject to any limitation or restriction that would prohibit, restrict or
Impede Dealer's performance hereunder.

16.6 Dealer acknowledges that it understands that it will not obtain any
exclusive rights under this Agreement either with respect to territory or
otherwise, and understands that MetroPCS may appoint other agents or dealers in
the market affected by this Agreement.

17.  INDEMNIFICATION
     ---------------

17.1 Each party will Indemnify and hold harmless the other, and its affiliates,
partners, parents, and the directors, officers, employee benefit plans,
shareholders, agents, and employees of any of them (collectively,
"indemnities"), from and against any fine, penalty, loss, cost, damage, Injury,
claim, expense, or ([ability (individually and collectively "Liabilities") which
result from (a) injury to or death of any person, or (b) damage to, or loss or
destruction of any property, when such Liabilities arise out of or result from
the acts or omissions of a party, its personnel or agents under this Agreement.

17.2 Further, Dealer represents and warrants that It is not contractually
prohibited under any current or expired/terminated contract from entering into
and/or performing its obligations under this Agreement and that entering into
and performing obligations under this Agreement will not result In a breach of
another contract, agreement or other instrument with any other party. Dealer
will defend, indemnify, and hold harmless MetroPCS and its directors, officers,
employees, partners, agents and affiliates against all losses, damages, actions,
suits, costs or liabilities (Including attorney's fees) arising or alleged to
have arisen in whole or in part out of Dealer's breach, violation or alleged
breach or alleged violation of any terms of any such contract, agreement or
other instrument.

17.3 MetroPCS shall have sole control of the defense and settlement of any
claims and any litigation proceedings against MetroPCS that are the subject of
Dealer's indemnification obligations herein.

17.4 MetroPCS will indemnify and hold Dealer harmless from any damages and costs
imposed on Dealer as a result of any claim or lawsuit brought against Dealer
arising out of Dealer's authorized use of the Marks, provided that:

     17.4.1  Dealer promptly notifies MetroPCS of any such claim or lawsuit;

                                       9


<PAGE>


     17.4.2  MetroPCS will have the option to undertake, conduct and control the
             defense of such claims or lawsuit; and

     17.4.3  Dealer does not settle or attempt to settle such claim or lawsuit
             without MetroPCS' prior written consent.

18.  LIMITATION OF LIABILITY
     -----------------------

18.1 DEALER ACKNOWLEDGES THAT METROPCS IS NOT THE MANUFACTURER OF THE EQUIPMENT
NOR THE MANUFACTURER'S DEALER. METROPCS SHALL NOT BE LIABLE FOR ANY DAMAGES
ARISING OUT OF (i) LATENT OR PATENT EQUIPMENT OR SERVICES DEFECTS, OR (ii) LOSS
OF USE OF ANY OF THE EQUIPMENT OR SERVICES. METROPCS SHALL NOT BE LIABLE FOR
LOST PROFITS OR EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE EQUIPMENT OR
THE SERVICES, EVEN IF METROPCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IF ANY LIMITATION OF LIABILITY SET FORTH HEREIN IS UNENFORCEABLE OR
INAPPLICABLE FOR ANY REASON, METROPCS' MAXIMUM AGGREGATE LIABILITY TO DEALER
UNDER ANY LEGAL THEORY (INCLUDING ITS OWN NEGLIGENCE FOR DAMAGES ARISING
DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, THE EQUIPMENT OR THE SERVICES WILL
NOT EXCEED THE LESSER OF THE ACTUAL DIRECT DAMAGES SUFFERED BY DEALER OR THE
AMOUNT PAID BY DEALER FOR THE SPECIFIC UNIT OF EQUIPMENT OR SERVICES OUT OF
WHICH THE CLAIM AROSE,

18.2 EACH OF DEALER AND METROPCS HEREBY WAIVES ITS RIGHTS UNDER THE DECEPTIVE
TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTIONS 17,41 THROUGH 17.63 INCLUSIVE,
OF THE TEXAS BUSINESS AND COMMERCE CODE. It is the Intent of Dealer and MetroPCS
that the tights and remedies with respect to this transaction shall be governed
by legal principles other than the Texas Deceptive Trade Practices-Consumer
Protection Act. The waiver set forth herein shall expressly survive the
termination of this Agreement and the transactions contemplated herein. Each of
Dealer and MetroPCS represents and warrants that (I) It is a business consumer,
(ii) it has knowledge and experience in financial and business matters that
enables it to evaluate the merits and risks of the subject transaction, (iii) It
Is not in a significantly disparate bargaining position with rasped to the
subject transaction, (iv) it has been represented by legal counsel of its own
selection in connection with the referenced transactions, and (v) its legal
counsel was not directly or indirectly identified, suggested or selected by any
other party, or any agent of any other party, to this Agreement. Each of Dealer
and MetroPCS has waived its rights pursuant to the Deceptive Trade
Practices-Consumer Protection Act without duress or coercion and fully
acknowledges and understands the effect of the waiver.

19.  RESOLUTION OF DISPUTES/ARBITRATION
     ----------------------------------

19.1. As a precondition to pursuing any type of claim against the other party
arising from this Agreement, or otherwise from the relationship of the parties,
irrespective of the claim or cause of action, the aggrieved party will provide
the other party with written notice. The parties will subsequently, and within
thirty (30) days of such notice, negotiate in good faith a resolution of the
alleged claim and type of remedy sought.

19.2 With the exception of claims concerning payment of invoices, or the Marks
or arising out of a breach of Section 11 herin, any disputed claim or other such
dispute arising out of or related to this Agreement, or any previous or other
agreement between the parties, or otherwise from the relationship of the
parties, which cannot be resolved by subsection 19,1 above, will be settled by
final binding arbitration. The party seeking arbitration will provide written
demand upon the other party. Judgment may be entered upon the award in any court
having Jurisdiction thereof.

19.3 If either party commences arbitration in the manner described above, the
dispute will be subject to expedited, binding arbitration before one (1)
independent arbitrator familiar with the wireless telecommunications industry.
Such arbitration will be held in Dallas, Texas pursuant to the American
Arbitration Association.("AAA") Rules in affect at the time of the dispute. The
arbitrator will be selected by the joint agreement of the parties, but if they
do not so agree within fifteen (15) days after the date of the written
arbitration demand referred to above, the selection will be made by AAA pursuant
to the AAA Rules. Any award rendered by the arbitrator will be conclusive and
binding upon the parties hereto: provided, however, that any such award will be
accompanied by a written opinion of the arbitrator giving the reasons for the
award. The arbitrator will have the authority to require the submission (at
hearing or otherwise) of such documents, information, testimony and other items
as the arbitrator may deem necessary to make a fair and reasonable decision. The
findings of the arbitrator may not change the express terms of this Agreement
and will be consistent with the arbitrator's understanding of the findings a
court of proper jurisdiction would make in applying the applicable law to the
facts underlying the dispute. This provision for arbitration will be
specifically enforceable by the parties and the decision of the arbitrator in
accordance herewith will be final and binding and there will be no right of
appeal there from, Except as may be otherwise required by law, each party will

                                       10

<PAGE>

pay its own expenses of arbitration and the expense of the arbitrator will be
shared equally. In no event whatsoever will such an arbitration award include
any award of attorney's fees (except as may be required by any statute
preempting the Federal Arbitration Act to such extent), or an award of punitive
damages, exemplary damages, or treble or other multiple damages and the parties
hereby waive the right to recover punitive, exemplary. treble or other multiple
damages. No arbitration award may reform or amend this Agreement. At applicable
statutes of limitation and defenses based upon the passage of time will be
tolled while the procedures specified in this Section 25 are pending. The
parties will take such actions, if any, required to effectuate such tolling. The
parties will not be prohibited from seeking Injunctive relief to preserve the
status quo pending resolution under this provision, The arbitration will be
governed by the United States Arbitration Act, 9 USC ss.ss.1-16, as amended, In
the event of any conflict between the United States Arbitration Act and the AAA,
the AAA will govern.

19.4 Any arbitration award must include a statement by the arbitrator or
arbitrators of the reasons for the award,

19.5 ALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A
DISPUTE UNDER THIS PROVISION ARE CONFIDENTIAL AND FOR SETTLEMENT PURPOSES ONLY
AND WILL NOT BE ADMITTED IN ANY COURT OR OTHER FORUM AS AN ADMISSION OR
OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL
AND STATE COURT RULES.

20.  NOTICE
     ------

20.1 Except as otherwise provided In this Agreement, all notices required or
permitted to be given hereunder will be In writing and will be valid and
sufficient if dispatched by; (a) registered or certified mail return receipt
requested, postage prepaid in any post office in the United States; (b)
facsimile with confirmation of receipt, or (c) hand delivery or overnight
courier prepaid with proof of delivery. If notice is to Dealer, MetroPCS will
address it to the officer whose signature appears on this Agreement at the
principal place of business set forth in the preamble of this Agreement. If
notice is to MetroPCS, Dealer will address it

        MetroPCS, Inc.
        ATTN: Corporate Field Distribution
        8144 Walnut Hill Lane
        Suite 800
        Dallas, Texas 75231

20.2 Either party may change the address and/or name to which notices must be
sent upon written notice to the other party.

21.  MISCELLANEOUS
     -------------

21.1 Governing Law. This Agreement will be governed by the law of the State of
     -------------
Texas without reference to its conflict of laws rules, and will to the maximum
extent practicable, be deemed to call for performance in Dallas County, Texas.
EACH OF THE PARTIES WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO
TRIAL BY JURY AND ANY CLAIM THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY OR ITS PROPERTY IS IMMUNE FROM ANY
LEGAL PROCESS ISSUED BY SUCH COURTS, OR (iii) SUCH COURTS ARE AN INCONVENIENT
FORUM.

21.2 Severability. No provision of this Agreement, or part thereof, which is
     ------------
declared to be Invalid or unenforceable by a final non-appeal able ruling by a
court or agency of competent jurisdiction will in any way invalidate any other
provision of this Agreement, all of which will continue In full force and
effect.

21.3 Rights Cumulative. The rights of MetroPCS and Dealer hereunder are
     -----------------
cumulative, and. no exercise or enforcement by MetroPCS or Dealer of any rights
or remedy hereunder or forbearance from such exercise will preclude the exercise
or enforcement by MetroPCS or Dealer of any other right or remedy hereunder or
any right or remedy to which MetroPCS or Dealer Is entitled by law.

21.4 Force Maleure. With the exception of any obligation to make payments when
     -------------
due in accordance with the terms of this Agreement, each party will be excused
from performance under this Agreement if, but only for so long as, its
performance is prevented by any acts or events beyond that party's control,
including but not limited to severe weather and storms; earthquakes or other
natural occurrences; strikes or other labor unrest; nuclear or other civil or
military emergencies, or acts of legislative, judicial, executive or
administrative authorities.

                                       11


<PAGE>

21.5 Injunctive Relief. Dealer acknowledges that irreparable injury would be
     -----------------
caused by any breach or threatened breach by Dealer of any of the provisions of
this Agreement and MetroPCS will have the right, in a court of law or equity, to
enforce the specific performance of this Agreement and to apply for Injunctive
relief against any act which would violate any of its provisions, Dealer will
reimburse MetroPCS for all costs and all out-of-pocket expenses, including
reasonable attorney's fees, incurred by reason of any breach or threatened
breach of this Agreement,

21.6 Assignment. This Agreement Is fully assignable by MetroPCS upon written
     ----------
notice to Dealer, and It will inure to the benefit of any assignee or other
legal successor to the interest of MetroPCS. Dealer may not voluntarily or
involuntarily, or directly or indirectly, assign or otherwise transfer this
Agreement without the prior written approval of MetroPCS. Subject to the
foregoing sentence, this Agreement Is binding upon the parties hereto and their
respective successors and assigns.

21.7 Survival of Dealer's Obligations. All applicable terms, provisions,
     --------------------------------
representations, warranties and obligations of Dealer will survive the
expiration or termination of this Agreement and the performance by either party
hereunder and will continue In full force and effect subsequent to and
notwithstanding such expiration or termination of performance until they are
satisfied In full or by their nature expire.

21.8 Section Headings. The section headings used herein are for convenience or
     ----------------
reference only and will not affect the Interpretation, application or
construction of this Agreement.

21.9 Modification. Except as specifically set forth herein, this Agreement will
     ------------
not be modified In any manner without the prior written approval of both
parties.

21.10 Entire Agreement. The exhibits to this Agreement are a part of this
      ----------------
Agreement, which together constitute the entire Agreement between the parties,
and supersedes any and air prior agreements and understandings, and there are no
other oral or written understandings or agreements between MetroPCS and Dealer
relating to the subject matter hereof. In the event of a conflict between the
terms of this Agreement and an exhibit hereto, the exhibit will control. This
Agreement may be executed in multiple counterparts, each of which will be deemed
an original and all of which will be deemed a single agreement.

        IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first written above.

<TABLE>

METROPCS, INC.                                       DEALER

<S>                                                  <C>
Signature:                                           Signature: /s/ Joseph Hess Action Wireless
           ---------------------------------                    ---------------------------------
Title:                                               Title:         President Action Wireless
           ---------------------------------                    ---------------------------------
Print Name:                                          Print Name:    Joseph Hess Action Wireless
           ---------------------------------                    ---------------------------------
</TABLE>


<PAGE>


                                    EXIBIT A
                           AUTHORIZED DEALER AREA


 South Florida
  Miami
  Ft. Lauderdale
  West Palm Beach
  Boca Raton
  Ft. Meyers
  Ft. Pierce
  Vero Beach
  Stuart
  Naples
  Port Charlotte
  Punta Gorda
  North Ft. Myers
  Cape Coral
  LeHigh
  Estero
  Marco Island
  Golden Gate





<PAGE>



                                    EXHIBIT B
                               APPROVED EQUIPMENT,

The below matrix is a list of the handsets currently approved for Dealer to sail
to customers for use on MetroPCS Networks. Handsets not listed below are not
authorized for sale by dealer, New Handsets will be added to the matrix as they
are qualified by MetroPCS. Handsets may be added or deleted from the list at
MetroPCS' sole discretion,

Active/Approved MetroPCS Handsets:
<TABLE>
<CAPTION>

Manufacturer                     Mode/Type              Part/Number              MetroPCS SKU
----------------------------------------------------------------------------------------------
<S>                              <C>                    <C>                      <C>
Kyocera S-14                     Tri-Mode               TKADL10016               TKADLI0016

Nokia 2270                       Single                 0077062                  0077062

Nokia 3586i                      TrioMode               0078576                  0078576
</TABLE>





                         APPROVED STOREFRONT LOCATIONS
                         -----------------------------


Address
-------


<PAGE>


                                                                    CONFIDENTIAL

                                    EXHIBIT C
                                EQUIPMENT PRICING



Item:
Kyocera S-14 Activation Kit.
Includes handset, battery, A/C battery charger, belt clip and literature kit
including user guide.

Price sheet
Per order quantity               Price
------------------               -----
0-249 Handsets                   $ 115
250-999 Handsets                 $ 110
1000+ Handsets                   $ 105


Kyocera S-14 suggested retail price $169
Stock balancing fee for "A" stock 15% of order amount
Cash on Delivery Fee per Shipment: $ 5 per carton


Item:
Nokia 2270 Activation Kit
Includes handset, battery, A/C battery charger and literature kit
Including user guide

Price sheet
Per order quantity              Price
------------------              -----
0-249 Handsets                  $ 75
250-999 Handsets                $ 70
1000+ Handsets                  $ 65

Nokia 2270 suggested retail price $129
Stock balancing fee for "A" stock: 15% of order amount
Cash on Delivery Fee per Shipment: $5 per carton

Item:
Nokia 35861 Activation Kit
Includes handset, battery, A/C battery charger and literature kit
including user guide

Price sheet
Per order quantity Price
------------------------
0-249 Handsets                  $ 95
25D-999 Handsets                $ 90
1000+ Handsets                  $ 85

Nokia 35861 suggested retail price $149
Stock balancing fee for "A" stock: 15% of order amount
Cash on Delivery Fee per Shipment: $5 per carton












<PAGE>


                                                                   CONFIDENTIAL

                                    EXHIBIT D
                              DEALER RETURN POLICY


MetroPCS refund policy:

o        10 days from original date of purchase
o        Original purchase receipt required
o        Must be returned to original place of purchase

Returns sent back for full credit must include each of the following items:

o        Customer's purchase receipt inside activation kit
o        Customers return receipt inside activation kit
o        Complete activation kit (original box, tray, handset, battery &
         charger)
o        Handset must be like new & in working condition.

Dealer is required to inspect the following prior to returning an activation
kit:

o        All components of original package are in box (charger, battery,
         handset & tray)
o        Handset must be able to power up & place a call.
o        Handset must be undamaged & in like new cosmetic condition.
o        Total airtime used on the Handset does not exceed 30 minutes.

Any violation of the above will result in Dealer not receiving full credit. It
is at the discretion of MetroPCS to determine if Dealer is eligible for a full
credit based on the above criteria.

Credits will be applied to Dealer's account within 30 days of receipt of
activation kit at the Authorized Distributor.