Exhibit 10.9
                                                               February 14, 2001

AT&T Wireless Services, Inc.
7277 164th Avenue, NE
Redmond, WA 98052
Attn: William Hague

      Re: Termination of Equity Purchase Agreement and Put Rights Agreement

Ladies and Gentlemen:

      Reference is made to that certain Equity Purchase  Agreement (for TeleCorp
Shares), dated as of December 22, 2000 (the "Equity Purchase Agreement"),  among
Gerald T. Vento  ("Vento"),  Thomas H. Sullivan  ("Sullivan")  and AT&T Wireless
Services, Inc. ("AT&T Wireless") and that certain Put Rights Agreement, dated as
of  December  22,  2000,  among  AT&T  Wireless,  Vento and  Sullivan  (the "Put
Agreement").

      In  consideration  of the mutual  premises and covenants set forth herein,
AT&T Wireless, Vento and Sullivan intending to be and being legally bound, agree
as follows:

      1.  Termination  of the Equity  Purchase  Agreement.  The Equity  Purchase
Agreement  is hereby  terminated  and shall no longer be of any force or effect.
None of the parties hereto shall have any further  obligations  under the Equity
Purchase Agreement or as a result of its termination.

      2.  Termination  of  the  Put  Agreement.  The  Put  Agreement  is  hereby
terminated  and shall no longer be of any force or effect.  None of the  parties
hereto shall have any further obligations under the Put Agreement or as a result
of its termination.

      3. Release of Vento and Sullivan by AT&T  Wireless.  AT&T Wireless  hereby
discharges  and releases  each of Vento and Sullivan from any and all claims and
causes of action that AT&T Wireless may have against either of Vento or Sullivan
as of the date hereof and hereafter relating to the Equity Purchase Agreement or
the Put Agreement or the termination of either.

      4.  Release  of AT&T  Wireless  by Vento and  Sullivan.  Each of Vento and
Sullivan hereby  discharges and releases AT&T Wireless and its  affiliates,  and
their officers, employees,  directors, agents and representatives (each an "AT&T
Entity")  from any and all  claims  and causes of action  that  either  Vento or
Sullivan may have against AT&T Wireless or any AT&T Entity as of the date hereof
and hereafter  relating to the Equity Purchase Agreement or the Put Agreement or
the termination of either.

      5.  Consideration.  No party has received  consideration for entering into
this agreement other than the mutual premises and covenants  expressly set forth
herein.

<PAGE>

      If you are in agreement with the terms of this letter,  please sign a copy
of the same in the space provided below and return it to the undersigned.

                                         Very truly yours,


                                         /s/ Gerald T. Vento
                                         ---------------------------------------
                                         Gerald T. Vento


                                         /s/ Thomas H. Sullivan
                                         ---------------------------------------
                                         Thomas H. Sullivan
<PAGE>

Agreed and accepted as of the date hereof:

AT&T WIRELESS SERVICES, INC.


BY: /s/ William W. Hague
    ------------------------------
    Name:  William W. Hague
    Title: Senior Vice President