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                                                                EXHIBIT 10.19.1


                                AMENDMENT # 1 TO
                       SYSTEM EQUIPMENT PURCHASE AGREEMENT


        This Amendment #1 to the SYSTEM EQUIPMENT PURCHASE AGREEMENT (this
"Amendment") is made and is effective as of November 28, 2000 (the "Effective
Date"), by and between CRICKET COMMUNICATIONS, INC., a Delaware corporation
("Owner"), and ERICSSON WIRELESS COMMUNICATIONS INC., a Delaware corporation
("Vendor").

                                    RECITALS

        A. WHEREAS, Owner and Vendor entered into that certain System Equipment
Purchase Agreement effective as of September 20, 1999 (such agreement, as
amended, modified or supplemented from time to time is referred to as the
"Original Contract") pursuant to which, among other things: (i) Vendor is
required to sell, and Owner is required to purchase, a minimum amount of
Products and Services, provided certain condition precedents are met; and (ii)
Vendor agrees to provide financing for Owner's purchase of such Products and
Services;

        B. WHEREAS, Owner and Vendor acknowledge that certain conditions
precedent in the Original Contract have not been satisfied and accordingly
Owner's Minimum Purchase Commitment has not yet been triggered;

        C. WHEREAS, Owner and Vendor intend to enter into this Amendment which
will allow for, among other things: (i) immediate deployment in certain US-based
markets of Pre-1xRTT Products (as defined below), and (ii) transition from the
Pre-1xRTT Products to Specification compliant Products [*];

        E. WHEREAS, Owner and Vendor may from, time to time, enter into a
mutually agreeable Market Specific Amendment (as defined below) for each
US-based market in which Pre-1xRTT Products are to be deployed; and

        F. WHEREAS, concurrently herewith the Vendor and Owner are executing
Amendment #2 for the Owner's planned market in the Spokane (Washington) Basic
Trading Area ("BTA").

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, the parties
hereto agree as follows:



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                                    AGREEMENT


1.      Interpretation.

        1.1 Capitalized terms not otherwise defined herein shall have the same
meanings as set forth in the Original Contract.

        1.2 All terms defined in this Amendment will have the defined meanings
set forth herein; provided that in the case of any terms that are defined both
in this Amendment and an exhibit hereto, the definitions contained in this
Amendment (excepting such exhibit) will supercede the definitions contained in
the exhibit for all purposes of this Amendment (excepting such exhibit), and the
definitions contained in any exhibit will control as to such exhibit.

        1.3 The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Amendment, refer to this Amendment as a whole and not
to any particular provision of this Amendment, and section and exhibit
references are to this Amendment unless otherwise specified or the context
otherwise requires.

        1.4 The meanings given to terms defined in this Amendment are equally
applicable to both the singular and plural forms of such terms.

2.      Definitions. As used in this Amendment and any Market Specific
Amendment, the following terms have the following meanings:

        "Credit Agreement" means the Credit Agreement dated as of October 20,
2000 among Cricket Communications Holdings Inc., Owner, the lender parties
thereto and Ericsson Credit AB, as administrative agent.

        "Market Specific Amendment" means a mutually agreed upon amendment to
the Original Contract which sets forth the terms and conditions in connection
with the deployment of Pre-1xRTT Products and Pre-1xRTT Services in an Owner
market. Such terms and conditions shall include, without limitation, volumes,
pricing, payment terms, scheduling, delivery dates, lead times and a Transition
SOW (as defined below).

        "Pre-1xRTT Equipment" means all equipment, hardware and other items of
personal property (including, without limitation, any Documentation to be
furnished under a Market Specific Amendment in respect thereof) which are
required to be furnished by the Vendor in accordance with the terms and
conditions of the applicable Market Specific Amendment, including repair and
replacement parts, as more fully described in such amendment.

        "Pre-1xRTT Products" means the collective reference to the Pre-1xRTT
Equipment and the Pre-1xRTT Software provided by the Vendor or any Subcontractor
in accordance with a Market Specific Amendment.

        "Pre-1xRTT Services" means those Services related to the deployment,
redeployment (if any) and return of Pre-1xRTT Products, as well as any
transition to the Products, as more particularly described in a Transition SOW.


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        "Pre-1xRTT Software" means (i) the computer software for the Pre-1xRTT
Equipment licensed to the Owner pursuant to the terms of a Market Specific
Amendment, (ii) any Software Enhancements, Software Maintenance Releases,
Software Combined Releases and Software Upgrades for the Pre-1xRTT Equipment,
and (iii) any Documentation furnished under a Market Specific Amendment in
respect of clauses (i) and/or (ii) of this definition.

        "Pre-1xRTT Specifications" means, with respect to the Pre-1xRTT
Products, the collective reference to the specifications and performance
standards as set forth in Exhibit A to this Amendment; provided that: (i) with
respect to each market, the Pre-1xRTT Specifications shall be deemed to include
a requirement that all of the Pre-1xRTT Products and Pre-1xRTT Services shall be
in accordance with ANSI standards except when otherwise stated in a specific
Exhibit to the Market Specific Amendment relating to such market or otherwise
agreed by the parties; and (ii) with respect to Pre-1xRTT Services and Pre-1xRTT
Products for which specifications and performance standards are not provided and
listed in Exhibit A attached hereto, the term "Specifications" shall refer to
Vendor's published specifications in respect thereof.

        "Transition SOW" means the statement of work attached to any Market
Specific Amendment which may include, but not be limited to, services related to
installation, redeployment (if any) and replacement (if any) of Pre-1xRTT
Products with the Products.

        "Work" means the furnishing of Pre-1xRTT Products and Pre-1xRTT Services
in accordance with a Market Specific Amendment, and the performance of work,
engineering services, services related to installation, redeployment (if any)
and replacement (if any) of Pre-1xRTT Products with the Products, and all other
related activities and obligations required to be performed by Vendor pursuant
to a Market Specific Amendment.

3.      Supply of Pre-1xRTT Products.

        3.1 Purchase Orders. Provided that Vendor and Owner have mutually agreed
to a Market Specific Amendment, Owner may issue Purchase Orders for the
deployment of Pre-1xRTT Products and Pre-1xRTT Services for the market or
markets specified in such Market Specific Amendment. Except as otherwise
specifically provided in this Amendment or a Market Specific Amendment, the
placement of any Purchase Orders for, the purchase and acceptance of, Pre-1xRTT
Products and Pre-1xRTT Services, and any other act or omission of the parties
with respect to Pre-1xRTT Products shall not affect or modify Vendor's
obligation to deliver Products and Services as specified in the Original
Contract or waive or satisfy any conditions precedent to such delivery set forth
in the Original Contract.

        3.2 Minimum Purchase Commitment. All Purchase Orders for Pre-1xRTT
Products and Pre-1xRTT Services placed pursuant to a Market Specific Amendment
shall apply towards Owner's satisfaction of its Minimum Purchase Commitment as
set forth in the Original Contract.

        3.3 Vendor Financing. Vendor Financing provided to Owner as contemplated
by the Original Contract for purchase of the Products and Services (and other
products and services) shall be available to finance Owner's purchase of the
Pre-1xRTT Products and Pre-1xRTT


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Services (in accordance with the terms of such Vendor Financing), and any
financing so provided shall apply toward Vendor's satisfaction of its Vendor
Financing commitment set forth in the Original Contract.

4.         Terms and Conditions Applicable to Pre-1xRTT Products. Except as
otherwise provided for in a Market Specific Amendment, the following terms and
conditions shall apply generally to the deployment of Pre-1xRTT Products and
Pre-1xRTT Services for each market in which the Vendor and Owner have mutually
agreed to a Market Specific Amendment:

        4.1 Title. At the time any Pre-1xRTT Products are deinstalled and
replaced with Specification compliant Products, the Pre-1xRTT Products so
replaced shall either be: (i) returned [*] to Vendor's facilities in San Diego,
California or (ii) redeployed to another Owner US-based market in accordance
with a Market Specific Amendment.

           4.1.1 In the case of redeployment of any such deinstalled Pre-1xRTT
Products to another Owner market, title to the deinstalled Pre-1xRTT Equipment
shall remain with Owner and any software license(s) for Pre-1xRTT Software
relating to such deinstalled Pre-1xRTT Equipment shall continue in full force
and effect in accordance with the Original Contract.

           4.1.2 If any such deinstalled and replaced Pre-1xRTT Products are not
redeployed to another Owner market, then such Pre-1xRTT Equipment and the
Pre-1xRTT Software related thereto shall be returned to Vendor [*]. Title to the
Pre-1xRTT Equipment removed by Vendor shall be transferred to Vendor and the
software license(s) for the Pre-1xRTT Software related thereto shall be
terminated, in each case, upon the later to occur of (i) such Pre-1xRTT
Equipment and Pre-1xRTT Software have been released from the liens imposed by
the Loan Documents (as such term is defined in the Credit Agreement), and (ii)
the removal by Vendor of the Pre-1xRTT Equipment. Owner hereby assigns, grants,
conveys and transfers to Vendor, as of the time of such title transfer, all
right, title and interest of Owner in and to (a) such Pre-1xRTT Equipment so
removed, and (b) all operating manuals and spare parts specifically associated
with such removed Pre-1xRTT Equipment (and not associated with any Pre-1xRTT
Equipment still in Owner's possession). Owner shall convey good and marketable
title to such deinstalled Pre-1xRTT Equipment to Vendor free and clear of all
liens and Owner agrees to use commercially reasonable best efforts to ensure
that all liens, including those which are referred to above in item (i) of this
Section 4.1.2, are removed as soon as commercially reasonably possible. Owner
shall maintain the Pre-1xRTT Equipment in good working condition, subject to
ordinary wear and tear, until the date of such transfer of title. Owner shall
sign such bills of sale or other documents as are necessary to effectively
transfer title to such Pre-1xRTT Equipment and related property. [***] Owner
shall reasonably cooperate in the removal of the Pre-1xRTT Products by Vendor.

           4.2 Warranty. The parties' respective warranty obligations pursuant
to Section 18 of the Original Contract shall apply to the Pre-1xRTT Products and
the Pre-1xRTT Services;



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provided, however, that the term "Specifications" when used in Section 18 of the
Original Contract shall mean Pre-1xRTT Specifications when referring to
Pre-1xRTT Products. When a System in an Owner market is upgraded by replacing
Pre-1xRTT Products with Specification compliant Products in accordance with a
Market Specific Amendment, the Warranty Period for the replacement Specification
compliant Products and related Services shall commence upon Substantial
Completion of said upgraded System and be subject to the terms of Section 18 of
the Original Contract. Vendor acknowledges and agrees that Substantial
Completion shall be determined with respect to the upgraded System.

           4.3 Remaining Terms and Conditions. All terms and conditions set
forth in the Original Contract shall apply to Pre-1xRTT Products and Pre-1xRTT
Services except to the extent otherwise specifically provided in this Amendment
or a Market Specific Amendment.

5.         Full Force and Effect. Except as expressly modified herein, the
Original Contract shall remain unmodified and in full force and effect.

6.         Interpretation. In the event of any conflict between the terms of
this Amendment and any exhibit hereto, the terms of this Amendment shall
prevail. In the event of any conflict between the terms of this Amendment and
the Original Contract, the terms of this Amendment shall prevail. In the event
of any conflict between the terms of this Amendment and the Market Specific
Amendment, the Market Specific Amendment shall prevail.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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        IN WITNESS HEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives effective as of the date set
forth below.


DATE OF EXECUTION:                       "OWNER"
NOVEMBER 28, 2000                        CRICKET COMMUNICATIONS, INC.,
                                         A DELAWARE CORPORATION



                                         BY: /S/ S. G. SWENSON
                                            -----------------------------------
                                         NAME:   S. G. SWENSON
                                              ---------------------------------
                                         TITLE:  PRESIDENT & CEO
                                               --------------------------------



DATE OF EXECUTION:                       "VENDOR"
NOVEMBER 28, 2000                        ERICSSON WIRELESS COMMUNICATIONS INC.,
                                         A DELAWARE CORPORATION



                                         BY: /S/ AKE PERSSON
                                            -----------------------------------
                                         NAME:   AKE PERSSON
                                              ---------------------------------
                                         TITLE:  PRESIDENT
                                               --------------------------------




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                                LIST OF EXHIBITS


1)      EXHIBIT A - SPECIFICATIONS ASSOCIATED WITH PRE-1XRTT PRODUCTS AND
        PRE-1XRTT SERVICES








<PAGE>   8

                                    EXHIBIT A

         SPECIFICATIONS ASSOCIATED WITH PRE-1XRTT PRODUCTS AND SERVICES.


1       SCOPE

This document describes in Section 2 below the features and service options of
the Ericsson [*] Product as it is to be deployed for Cricket Communications.
Product descriptions for the [*] and [*] have been included in Section 3 below.

Services available for 1XRTT Products in Exhibits D1,D2,E,F,G,N, and O of the
Original Contract are similarly available for Pre-1XRTT.

2       FEATURES AND SERVICE OPTIONS

For the purpose of this document, [*] shall imply the software release to be
used with the [*] and [*], and [*].

2.1     AVAILABLE FEATURES

This section provides the [*] features [*] for the [*] Product. In the feature
abstracts below:

[IS95A] refers to "TIA/EIA/IS-95A Mobile Station - Base Station Compatibility
Standard for Dual-Mode Wideband Spread Spectrum Cellular System, 1995, EIA/TIA"

[IS95B] refers to "TIA/EIA/IS-95A Mobile Station - Base Station Compatibility
Standard for Dual-Mode Wideband Spread Spectrum Cellular System, Revision B,
October 1998, EIA/TIA"

[TIA/EIA-664] refers to "Cellular Features Description, June 1996, EIA/TIA"
[ANSI 41] refers to "ANSI TIA/EIA-41 Revision D, Cellular
Radiotelecommunications Intersystem Operations, December 1997"

[IOS V2.1] refers to "CDG MSC to BS Inter-Operability Specification (IOS)
Version 2.1.0, December 1998"

[IOS V4] refers to "CDG MSC to BS Inter-Operability Specification (IOS) Version
4 [*]"


[***]



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[Four Pages of Technical Information Deleted Pursuant to Confidential Treatment
Request]





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[***]

2.4 NUMBERING

2.4.1 NUMBERING PLAN SUPPORT. The [*] Product supports the numbering schemes as
defined in ITU-T E.164 for ISDN and ITU-T E.212 for IMSI.

2.4.2 NPA SPLIT SUPPORT (NORTH AMERICA). The [*] Product supports NPA split,
which is unique to world zone 1 markets. This feature allows a type of
permissive dialing when an NPA area is split into two NPAs (one half is assigned
to a new NPA). This feature allows subscribers a grace period to reprogram their
MINs to the new NPA. New NPAs and/or NXXs are being assigned to markets in two
ways. [***]

2.4.3 CARRIER HANDLING (3 AND 4 DIGITS CARRIER-CODES, NORTH AMERICA). The [*]
Product supports both 3- and 4-digit carrier codes.

2.5 TELESERVICES

2.5.1 TELEPHONY. The [*] Product supports basic call. This is the basic service,
which allows the subscriber to place and receive voice calls. The following
vocoders are supported: [***]

2.5.2 EMERGENCY CALL. The [*] Product allows emergency calls to be completed
without validating the identity of the mobile. The emergency call function
provides routing to the appropriate (nearest) public safety answering point
(PSAP) based on the originating cell, and provides delivery of the originating
subscriber's Directory Number (DN) and approximate location.

2.5.3 E-911 PHASE 1. The [*] Product supports emergency service E-911 as
specified in J-STD-034. The purpose of this feature is:

-  to provide the mobile easy access to the Public Safety Answering Point (PSAP)
   by directing emergency calls to the appropriate PSAP

-  to enable the PSAP that connected the call to call back the mobile by
   supplying the MDN



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-  to re-establish the emergency call in case of lost radio contact

-  to route emergency calls from mobile stations without an authorized MIN


2.5.4 SUPPORT OF LOOP BACK CALLS. The [*] Product supports the BSS loop back
calls which may be used for voice quality testing. Both 8k (service option 2)
and 13k (service option 9) are supported. No subscription check is done on this
type of call.

2.5.5 MARKOV CALL SUPPORT. The [*] Product supports the BSS Markov calls. Both
8k (service option 0x801e) and 13k (service option 0x801F) Markov calls are
supported. The Markov service option provides pseudo-random data for testing the
Traffic Channel between the mobile station and the base station.

2.5.6 ENHANCED VARIABLE RATE CODEC (EVRC) .The [*] Product supports Enhanced
Variable Rate Codec (EVRC) to allow increased network capacity or cell site
coverage without sacrificing voice quality. EVRC offers 13 kbps voice quality at
8 kbps rate per IS-127 and Service Option 3. With EVRC, the vocoder rates are
decreased during low speech activity to preserve bandwidth and increased during
high speech activity. The MOS for EVRC is 4.01, and as reference, 64 kbps PCM
has an MOS of 4.27. [***]

2.5.7 SMS MOBILE TERMINATED (POINT TO POINT). Mobile Terminated SMS allows Short
Message Entities (SME) to send information to a handset through the Short
Message Service Center (SMSC). The [*] Product delivers short messages initiated
by an external short message service center (SMS-C) to mobile stations using the
[***].

2.5.8 SERVICE NEGOTIATION (13K /EVRC). The [*] Product will support 13k to EVRC
service negotiation for calls originated by mobile users. This feature is
especially important for improving the air link capacity for voice calls. When a
mobile capable of 13K and EVRC service options originates a call with the 13K
Service option, the system will negotiate the service option (downward) to EVRC.

2.6 MOBILITY MANAGEMENT




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2.6.1 PAGING. The [*] Product broadcasts Page Request messages to all cell sites
belonging to the same Paging Area.

2.6.2 SLOTTED MODE PAGING. The [*] Product supports slotted mode paging. Slotted
mode paging conserves handset power by trading off paging response times. [***]

2.6.3 NON SLOTTED MODE PAGING. The [*] Product supports mobile stations
operating in non slotted mode.

2.6.4 PERIODIC/PARAMETER/IMPLICIT REGISTRATION. The [*] Product supports
periodic (timer based), parameter and implicit registration according to [*].

2.6.5 POWER UP/DOWN REGISTRATION. The [*] Product supports power up/down
registration as defined in [*]. Whenever a mobile subscriber switches on or off
the mobile phone, a location registration is performed.

2.6.6 AUTOMATIC ROAMING. The [*] Product supports automatic roaming as defined
in [*]. This feature allows a service provider to give subscribers entering the
system wireless services and features identical to their home system. Upon first
registering in the system, the subscriber's profile will be retrieved from the
HLR by the MSC/VLR.

2.6.7 CALL DELIVERY. The [*] Product provides call delivery as defined in [*]
This feature allows calls to automatically be delivered to mobile subscribers,
that are roaming in other systems, by using the ANSI-41-D intersystem standard.
If a subscriber does not wish to automatically receive calls while roaming, the
call delivery feature may be turned off by dialing a feature code. When the call
delivery feature is turned off, the mobile will still receive calls while in the
home network.

2.7 HANDOFF

2.7.1 SOFT HANDOFF SUPPORTED BY BSS

        a)      The [*] Product supports any combination of intra-BSC soft and
                softer handoff on a [*]. [***]



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        b)      The [*] Product provides the capability to select and control
                which pilots are placed in the active set after each Pilot
                Strength Measurement Message reception.

        c)      The [*] Product provides the capability to select which pilots
                to include the Neighbor List Update Message.

2.7.2 [***]


2.7.2A SOFT/SOFTER HANDOFF SETUP/END TIME
       [***]

2.7.3 CDMA TO CDMA HARD HAND-OFF.

The [*] Product will support CDMA to CDMA Hard hand-off feature as described
here. This feature will support the following capabilities:

        1.      The system will be able to perform hard handoff for mobiles that
                are on [*]. The handoff will be performed assuming the service
                option is kept the same before and after the handoff.

        2.      The hard handoffs will be supported between two 1.25Mhz CDMA
                frequencies that are within the same CDMA Cellular or PCS band.
                [***]

        3.      The Voice call hard handoffs could either be between two BTS
                that are each connected to different BSCs which in turn
                interface to the same MSC, or it could also be for those BTSs
                and BSCs connected to two



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        different MSCs. [***]

        4.      [***]

        5.      The hard handoff triggering will be performed by [*]. [***]


2.7.4 [***]

2.8 SUPPLEMENTARY SERVICES


The [*] Product provides support for the vertical user features listed below.
[***]


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2.8.1     CALL FORWARDING. The [*] Product supports call forwarding as defined
          in [*]. Call forwarding automatically forwards a call to another
          number. The types of call forwarding to be supported are listed below.

2.8.1.1   UNCONDITIONAL CALL FORWARDING (CFU). The [*] Product supports
          unconditional call forwarding. If the mobile subscriber has activated
          the unconditional call forwarding feature, all terminating calls to
          this subscriber will be immediately forwarded by the MSC to the
          subscriber's forward to number.

2.8.1.2   CONDITIONAL CALL FORWARDING ON MS BUSY (CFB). The[*] Product supports
          conditional call forwarding when the MS is busy. If the mobile
          subscriber has activated the call forwarding busy feature, all
          terminating calls to this subscriber will be forwarded by the MSC to
          the subscriber's "forward to" number, if the subscriber is busy.

2.8.1.3   CONDITIONAL CALL FORWARDING ON NO ANSWER OR NOT REACHABLE (CFNA). The
          [*] Product supports conditional call forwarding on no answer, or if
          the mobile is otherwise inaccessible, due to:

          -         mobile does not respond to a paging request

          -         mobile's location is not known

          -         mobile is inactive

          -         call delivery is not active and the user is roaming

          -         "Do Not Disturb" (DND) is active

          -         mobile is not reachable (ANSI-41 timeout)

          If the mobile subscriber has activated the CFNA feature, then all
terminating calls to this subscriber will be forwarded by the MSC to the
subscriber's (CFNA) forward to number, if the subscriber does not answer or no
page response is received.


2.8.1.3.1 DEFAULT CALL FORWARDING (CFD). The [*] Product supports default call
          forwarding. Default call forwarding is generally used to forward calls
          to voice mail when the subscriber is engaged in a call, does not
          respond to paging, does not answer the call within a specified time
          period, or its otherwise inaccessible, due to:

          -         mobile's location is not known

          -         mobile is inactive

          -         call delivery is not active and the user is roaming

          -         DND is active



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2.8.1.4   CALL BARRING. The [*] Product supports call barring. Certain dialing
          restrictions can be imposed on subscribers by the operator, or they
          can be subscriber controlled. The types of call barring features
          supported are listed below:

2.8.1.4.1 CB ON INCOMING CALLS. This feature permits the restriction of certain
          types of calls that can be terminated to a Mobile Station (MS),
          including:

          -         all incoming calls

          -         incoming calls outside home cellular region

2.8.1.4.2 CB ON ALL OUTGOING CALLS. This feature permits the restriction of all
          outgoing calls that can be originated from a MS, apart from the
          originating calls that must never be restricted such as emergency
          calls, some features codes and service calls (e.g., *0, *611, etc.).

2.8.1.5   CALL HOLD. The [*] Product supports call hold. This feature is
          automatically invoked in conjunction with such features as 3-way
          calling and call waiting.

2.8.1.6   CALL WAITING (CW). The [*] Product supports call waiting as defined in
          [*]. This feature allows a mobile subscriber to receive a call while
          busy on another call. It also allows the subscriber to alternate
          conversations with either party while putting the other on hold. If
          the cellular subscriber presses the END key while a call is on hold,
          then all parties will be released.



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2.8.1.7   CANCEL CALL WAITING . The [*] Product supports cancel call waiting as
          defined in [*] as part of the call waiting feature. This CW feature
          option allows a mobile subscriber to deactivate the call waiting
          feature on a per call basis.

2.8.1.8   CALLING NUMBER IDENTIFICATION PRESENTATION (CNIP). The [*] Product
          supports CNIP as defined in [*]. CNIP is supported for calls from the
          PSTN to a mobile, from a mobile to the PSTN and mobile to mobile.
          [***]

2.8.1.9   CALLING NUMBER IDENTIFICATION RESTRICTION (CNIR) . This feature allows
          the calling subscriber to restrict the transport of the Calling Party
          Number to the called subscriber for display. Subscribers with CNIR
          authorized may de-activate CNIR on a per-call basis by dialing feature
          code (*670) and termination number. Subscribers with CNIR NOT
          authorized may activate CNIR on a per-call basis by dialing feature
          code (*671) and termination number. No common carrier may impose
          charges with per-call blocking (FCC). Exceptions to CNIR apply to 911,
          law enforcement tracing, and 800/888 numbers.

2.8.1.10  THREE WAY CALLING. The [*] Product supports three way call as defined
          in [*]. This feature allows an authorized subscriber who is engaged in
          a stable two party call to call a third party and establish a
          conference call between the three of them. If the subscriber is not
          authorized, the two party call will be stabilized again without a
          recorded announcement.

2.8.1.11  MESSAGE WAITING NOTIFICATION. The [*] Product supports the ability to
          illuminate a message waiting indicator on the mobile when unheard
          messages are available in a voice mail system. Every time a change to
          the message count is reported by the voice mail system, this is
          conveyed to the mobile either when idle or active on a traffic
          channel. When the count is greater than zero, a message waiting icon
          will be illuminated on the subscriber's mobile. This feature typically
          uses ANSI 41 MWN interaction between the MSC and HLR.



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2.8.1.12  VOICE MAIL NOTIFICATION VIA SMS. Voice Mail Notification (VMN) is
          supported via SMS per [*]. The Mobile Station is notified whenever a
          new voice mail message is received, and the number of unheard messages
          will be provided for display on the Mobile Station.

2.8.1.13  DO NOT DISTURB. The Do Not Disturb (DND) feature allows a subscriber
          to bar incoming voice calls, but it still allows the user to originate
          calls and receive mobile terminated SMS, fax and data calls. The
          barred voice calls are routed to voice mail or given other secondary
          call treatment. The user can activate and deactivate DND by using
          feature codes. The MSC typically obtains authorization by sending an
          IS-41 message to the HLR and sends the appropriate tone (confirmation
          or deny) to the subscriber and releases the call.


2.8.1.14  RESERVED.

[***]



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[***]

2.9 [***]




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[***]

2.10 SYSTEM SERVICES

2.10.1 [***]

2.10.2 TERRESTRIAL FACILITY MANAGEMENT. The [*] Product supports Terrestrial
Facility Management. This is the management of terrestrial resources shared
between the MSC and the BSS. [***]

2.11 SECURITY. The [*] Product supports the following security mechanisms.



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2.11.1 AUTHENTICATION . The [*] Product supports authentication. The purpose of
authentication is to prevent fraudulent mobiles that are produced by capturing
valid Mobile Identification Number (MIN) and Electronic Serial Number (ESN)
combinations from the air and programming them in another mobile (i.e. creating
a clone). Authentication is a method of verifying the authenticity of a mobile
station and denying service to invalid mobiles and thereby deterring fraud.


The authentication procedure can be used either as an autonomous procedure or
combined with other procedures such as:

        -       Registration

        -       Call establishment

        -       Network initiated authentication

The following authentication-related procedures are supported:

-       Global authentication - a process in which the mobile station is
        required to send the result of the authentication algorithm for
        verification by the AC before every registration, call origination, and
        call termination

-       Unique challenge authentication - a process in which the AC forces a
        specific MS on the traffic channel to perform authentication. The unique
        challenge authentication happens automatically after an SSD Update, and
        it can be configured to occur every [*] call or turned off completely.

-       SSD Update - The AC can initiate updating the SSD in the MS. [***]

-       RAND management - The BTS is responsible for the RAND management which
        involves generating and updating the RAND. The BTS regularly updates the
        RAND after a configurable amount of time [*].

-       Call History Count - The MS and AC each have counters that are
        simultaneously incremented for each mobile originated or terminated
        call. The counters can be compared during authentication, and if there
        is a mismatch, then the MS can be suspected to be fraudulent. This is
        used when it is suspected that all the parameters have been cloned.

[***]

2.12 ADDITIONAL FUNCTIONALITY


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2.12.1 DUAL TONE MULTI FREQUENCY (DTMF) SIGNALING OVER [*]. [***]

The [*] Product supports out of band over-the-air processing of DTMF tones on
the reverse link. The BSC receives the TIA/EIA/IS-95-A DTMF messages, and the
BSC generates the appropriate DTMF tones to be sent over the PSTN.

2.12.2 OVER THE AIR ACTIVATION SERVICE PROVISIONING. Over-the-air Service
Provisioning (OTASP) enables automatic activation and service provisioning of
wireless subscriber units by downloading and uploading system parameters to and
from the wireless handsets. This service makes use of a network element called
"OTAF" (Over the Air Function) which acts as an activation function mainly
responsible for forwarding OTASP messages to and from the mobile handsets. [***]

2.12.3 LAWFUL AUTHORIZED INTERCEPT (CALEA). The [*] BSS supports the
requirements specified in [*]. The interception and monitoring is for both call
content and call-identifying information. [***]

2.12.4 PRE-PAID PHONE SERVICE. The [*] Product supports the requirements
specified in [*].

2.13 INTELLIGENT NETWORK SERVICE FUNCTIONALITY

2.13.1 ORIGINATING TRIGGER (WIN PHASE I). The [*] Product supports originating
triggers. The trigger is implemented by the standard ANSI-41-D protocol to
provide enhanced services even when roaming.

2.13.2 LOCAL NUMBER PORTABILITY - [*]. The [*] Product supports the Local Number
Portability (LNP) Service [*]. LNP [*] enables wireless service providers to
operate in areas where wireline companies offer LNP for Wireline customers. LNP
[*] lets wireline subscribers keep the same telephone number when they change
from one wireline service provider to another. To determine if a particular DN
has been ported, industry-wide databases containing both wireless and wireline,
maintain the list of all the ported numbers and their new locations. These
databases are referred to as Number Portability Databases (NPDB). In the MSC,
blocks of portable DN number ranges are defined. If the dialed number is within
one of



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these number ranges, a query is launched to the NPDB to find out if the number
is ported, and, if so, to what new location is it ported. This applies to all
mobile originated calls and incoming calls.

2.13.3 VOICE MAIL RETRIEVAL WHILE ROAMING. The [*] Product supports voice mail
retrieval while roaming. With this feature, roaming subscribers can retrieve
their voice mail by dialing a short feature code, and the feature code is sent
to the subscriber's HLR for proper translation. The serving MSC can then route
the subscriber based on the routing information supplied by the HLR. This
feature is dependent upon the system configuration and the interconnection
agreements.

2.13.4 WIRELESS NUMBER PORTABILITY. The Product will support wireless number
portability [*].

3. PRODUCT DESCRIPTIONS.

3.1 RBS [*] TECHNICAL PRODUCT DESCRIPTION (ATTACHED)

3.2 ERICSSON BSC [*] PRODUCTION DESCRIPTION (ATTACHED)


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     Product Description                                               Ericsson
                                                                     Proprietary
[Thirty-Three Pages of Technical Information Deleted Pursuant to
Confidential Treatment Request]