Exhibit 10.2


                                                                       Exhibit 1
                                                                       ---------


                  Investment and Strategic Alliance Term Sheet



1.      Issuer/Investor             ABBA as issuer of New ABBA-W Tracking Stock
                                    (as defined below) / ABBA-W as issuer of
                                    Warrants (as defined below) / Dylan (which
                                    term shall include one or more of Dylan's
                                    wholly owned subsidiaries that acquires or
                                    holds securities as contemplated hereunder)
                                    as investor. After the Spin-off, ABBA-W will
                                    be the sole issuer and ABBA will have no
                                    further obligations under the agreements,
                                    except for ABBA's guarantee of a portion of
                                    the technology default obligation set forth
                                    in Section 15 of this term sheet, as
                                    described in such Section 15, and ABBA's
                                    indemnification obligations as described in
                                    Section 19.

2.      Strategic Alliance          ABBA-W and Dylan will create a mobile
                                    multimedia alliance involving the formation
                                    by ABBA-W of a mobile multimedia subsidiary
                                    (the "MMS"). Strategic, operating and other
                                    details relating to the alliance are set
                                    forth in this term sheet.

3.      Securities

        --    Common Equity         Dylan will acquire from ABBA shares of a new
              Equivalents           class of ABBA-W tracking stock (the "New
                                    ABBA-W Tracking Stock") that will be a
                                    series of preferred stock of ABBA. Except as
                                    otherwise set forth herein, the New ABBA-W
                                    Tracking Stock will have the same economic
                                    terms as the existing ABBA-W tracking stock
                                    (the "Current ABBA-W Tracking Stock"), on a
                                    basis such that each share of the New ABBA-W
                                    Tracking Stock will be the economic and
                                    voting equivalent of 500 shares of Current
                                    ABBA-W Tracking Stock.

        --    Warrants              In addition, Dylan will acquire from ABBA-W
                                    warrants to purchase additional shares of
                                    New ABBA-W Tracking Stock on the terms set
                                    forth in Annex A hereto (together with the
                                    warrants to be issued in exchange therefor
                                    in connection with the Spin-off, the
                                    "WARRANTS"). ABBA will agree to reserve for
                                    issuance and deliver to ABBA-W, as required,
                                    the shares of New ABBA-W Tracking Stock or
                                    Current ABBA-W Tracking Stock issuable upon
                                    exercise of the Warrants if exercised prior
                                    to the Spin-off.

                                    Unless otherwise expressly stated, all
                                    references to Dylan's ownership or economic
                                    or voting interest in ABBA or ABBA-W will be
                                    calculated without reference to any
                                    unexercised Warrants, but will include any
                                    ownership or economic or voting interest in
                                    ABBA or ABBA-W acquired or held by any of
                                    Dylan's wholly owned subsidiaries that
                                    acquires or holds New ABBA-W Tracking Stock,
                                    Current ABBA-W Tracking Stock or ABBA-W
                                    Common Stock as contemplated hereunder.

        --    Liquidation           The New ABBA-W Tracking Stock will have an
              Preference            involuntary


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                                    liquidation preference per share equal to
                                    $3.65 billion divided by the total number of
                                    shares of New ABBA-W Tracking Stock. After
                                    receiving payment of such liquidation
                                    preference, the holder of the New ABBA-W
                                    Tracking Stock would be entitled to
                                    additional liquidation payments, if any, on
                                    a pro rata basis, equal to the amount
                                    receivable by a holder of the number of
                                    shares of Current ABBA-W Tracking Stock into
                                    which such New ABBA-W Tracking Stock is
                                    convertible, less such liquidation
                                    preference. The New ABBA-W Tracking Stock
                                    will not have any voluntary liquidation
                                    preference, and the holder thereof will be
                                    entitled to liquidation payments, on a pro
                                    rata basis, equal to the amount receivable
                                    by a holder of the number of shares of
                                    Current ABBA-W Tracking Stock into which
                                    such New ABBA-W Tracking Stock is
                                    convertible.

        --    Conversion            Prior to the spin-off of ABBA-W in
                                    accordance with the Final Draft Separation
                                    Agreements (as defined below), as amended or
                                    revised to the extent not prohibited by this
                                    term sheet (the "Spin-off"), each share of
                                    the New ABBA-W Tracking Stock will be
                                    convertible, at Dylan's election, into 500
                                    shares of Current ABBA-W Tracking Stock,
                                    provided that such conversion must be with
                                    respect to all (and not less than all)
                                    shares of New ABBA-W Tracking Stock held by
                                    Dylan. In the event that Dylan has not
                                    elected to convert as described in the
                                    immediately preceding sentence, then
                                    immediately prior to the Spin-off, each
                                    share of the New ABBA-W Tracking Stock
                                    automatically will convert into 500 shares
                                    of Current ABBA-W Tracking Stock and
                                    thereafter, in the Spin-off, such Current
                                    ABBA-W Tracking Stock shall be converted
                                    into or exchanged for an equal number of
                                    shares of ABBA-W Common Stock, assuming a
                                    one-for-one exchange rate in the Spin-off.
                                    (In the event the exchange rate in the
                                    Spin-off is other than one-for-one, the
                                    conversion rate applicable to such
                                    conversion or exchange from Current ABBA-W
                                    Tracking Stock into ABBA-W Common Stock will
                                    be adjusted appropriately.)

                                    Upon the Spin-off, any then-outstanding
                                    Warrants will be automatically exchanged for
                                    Warrants to purchase shares of ABBA-W Common
                                    Stock as set forth in Annex A.

        --    Date of Spin-off      ABBA will use its commercially reasonable
                                    efforts to obtain a satisfactory tax ruling
                                    with respect to the Spin-off. In the event
                                    that ABBA has not spun off ABBA-W by January
                                    1, 2002 (or, at ABBA's election, by March
                                    15, 2002 in the event ABBA has not received
                                    a satisfactory tax ruling with respect to
                                    the Spin-off by January 1, 2002 but
                                    reasonably believes as of such date that it
                                    is possible to obtain such a ruling by, or
                                    effect the Spin-off without a ruling by,
                                    March 15, 2002, and is continuing in good
                                    faith to seek such a ruling or to effect the




                                      -2-


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                                    Spin-off without a ruling), Dylan will have
                                    the right, at its election, to require ABBA
                                    to:


                                    (1)   repurchase from Dylan the New
                                          ABBA-W Tracking Stock and Warrants
                                          initially issued to Dylan hereunder
                                          and in each case still held by Dylan,
                                          at Dylan's original purchase price
                                          plus Dylan's Cost of Carry thereon
                                          (as defined below) to the date of
                                          payment; or

                                    (2)   enable Dylan to sell its shares,
                                          upon conversion of Dylan's shares
                                          of New ABBA-W Tracking Stock
                                          (including shares of New ABBA-W
                                          Tracking Stock issued upon
                                          exercise of Dylan's Warrants) into
                                          shares of Current ABBA-W Tracking
                                          Stock, by registering the sale of
                                          such shares of Current ABBA-W
                                          Tracking Stock through
                                          registrations in accordance with
                                          the registration rights procedures
                                          discussed at Paragraph 20.

                                    For purposes of this term sheet, Dylan's
                                    Cost of Carry shall mean an interest rate
                                    per annum that will vary based on the time
                                    period from closing to the applicable date
                                    of payment in accordance with a schedule to
                                    be included in the definitive agreements.
                                    Such schedule will set forth interest rates
                                    for the following time periods (expressed in
                                    days, based on a 360-day year of twelve
                                    30-day months, except for periods of 12
                                    months or less which will be expressed in
                                    actual days of 365 based on a 360-day year
                                    according to the money market convention),
                                    determined by adding the following spreads
                                    to the following reference rates in effect
                                    on the date of execution of the definitive
                                    agreements (such reference rates being
                                    determined by the average of each such rate
                                    for the five trading days immediately
                                    preceding the date of execution, but not
                                    including in such five-trading day period
                                    either December 22, 2000 or December 29,
                                    2000). As used in the following table,
                                    "LIBOR" means the London Interbank Offered
                                    Rate; "treasuries" means the on the run
                                    United States treasury securities rate for
                                    maturities for which there are benchmarks
                                    and rates for other maturities will be on an
                                    as interpolated basis; and "bp" means basis
                                    points.

                                    Days       Reference Rate          Spread
                                    ----       --------------          ------

                                    90         3-month LIBOR           -7 bp
                                    180        6-month LIBOR           -6 bp
                                    360        1-year LIBOR            +10 bp
                                    540        18-month treasuries     +100 bp
                                    720        2-year treasuries       +110 bp
                                    1,080      3-year treasuries       +120 bp
                                    1,440      4-year treasuries       +145 bp
                                    1,800      5-year treasuries       +150 bp




                                      -3-


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                                    2,160      6-year treasuries       +160 bp
                                    2,520      7-year treasuries       +165 bp
                                    or more


                                    The interest rate that will apply to any
                                    time period between any two points in the
                                    foregoing table will be an interpolated
                                    rate, which interpolated rate will apply to
                                    the entire time period. As an example only:
                                    if the rate for 720 days were 6.5% and the
                                    rate for 1,080 days were 7.5%, then (i) the
                                    rate for 900 days (half way between the two
                                    points) would be 7.0% (half way between the
                                    two rates); (ii) the rate for 810 days (one
                                    quarter of the way between the two points)
                                    would be 6.75% (one quarter of the way
                                    between the two rates); and (iii) the rate
                                    for 990 days (three quarters of the way
                                    between the two points) would be 7.25%
                                    (three quarters of the way between the two
                                    rates). The applicable interest rate will be
                                    compounded over the applicable time period
                                    based on a semi-annual bond equivalent yield
                                    using a 360-day year of twelve 30-day
                                    months, except for periods of 12 months or
                                    less which will be expressed in actual days
                                    of 365 based on a 360-day year according to
                                    the money market convention.


                                    For purposes of this term sheet, in any
                                    calculation of Dylan's original purchase
                                    price, $3,162.602 shall be attributable to
                                    each Warrant to purchase New ABBA-W Tracking
                                    Stock and $11,750.00 shall be attributable
                                    to each share of New ABBA-W Tracking Stock
                                    (with appropriately adjusted allocations for
                                    Warrants to purchase Current ABBA-W Tracking
                                    Stock or ABBA-W Common Stock, and for shares
                                    of Current ABBA-W Tracking Stock and ABBA-W
                                    Common Stock, so that, subject to customary
                                    anti-dilution adjustments, $6.3252 shall be
                                    attributable to each Warrant to purchase one
                                    share of Current ABBA-W Tracking Stock or
                                    one share of ABBA-W Common Stock and $23.50
                                    shall be attributable to each share of
                                    Current ABBA-W Tracking Stock and to each
                                    share of ABBA-W Common Stock).


                                    In the case of alternative (1), final
                                    payment will be due by April 15, 2002 if the
                                    trigger date is January 1, 2002, or as soon
                                    as reasonably practicable but no later than
                                    June 15, 2002 if the trigger date is March
                                    15, 2002. In the case of alternative (2),
                                    the size and timing of such registered sales
                                    will be determined mutually by ABBA and
                                    Dylan in their good faith judgment, in
                                    consultation with their underwriters and
                                    taking into account Dylan's desire to sell
                                    its shares as quickly as reasonably
                                    practicable and ABBA's desire not to disrupt
                                    or depress the market for Current ABBA-W
                                    Tracking Stock.


                                    Dylan must exercise the right provided for
                                    in alternatives (1) and (2) within 30 days
                                    of January 1, 2002 or March 15, 2002,




                                      -4-


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                                    whichever is the applicable triggering date.

        --    Limited Redemption    Following the occurrence of a Tax Event (as
                                    defined in the ABBA articles of
                                    incorporation) and prior to the Spin-off, in
                                    the event that all of the Current ABBA-W
                                    Tracking Stock is redeemed and the adverse
                                    tax consequences with respect to the Current
                                    ABBA-W Tracking Stock giving rise to the Tax
                                    Event also apply (or comparable adverse tax
                                    consequences apply) with respect to the New
                                    ABBA-W Tracking Stock, ABBA may redeem all
                                    (but not less than all) the shares of New
                                    ABBA-W Tracking Stock and all of the
                                    Warrants, in each case still owned by Dylan,
                                    at Dylan's original purchase price plus
                                    Dylan's Cost of Carry plus 3% per annum
                                    thereon to the date of payment. In the event
                                    ABBA spins off all or substantially all of
                                    its wireless business within one year of
                                    such redemption, Dylan shall be entitled to
                                    reinvest directly in such spun off entity,
                                    at the redemption price, in a number of
                                    shares and warrants equal to the number of
                                    shares and Warrants held by Dylan at the
                                    time of redemption (subject to appropriate
                                    adjustment to reflect any revised capital
                                    structure), and otherwise on terms and
                                    conditions as nearly comparable as possible
                                    to the terms and conditions of this
                                    investment.


                                    In the event ABBA fails to complete the
                                    Spin-off on or prior to April 26, 2002, then
                                    ABBA may thereafter redeem all (but not less
                                    than all) the shares of New ABBA-W Tracking
                                    Stock and Warrants, in each case still owned
                                    by Dylan, so long as (1) ABBA shall have
                                    abandoned the Spin-off and shall have no
                                    intention at the time of such redemption to
                                    sell or otherwise dispose of its wireless
                                    business (and shall have delivered an
                                    officer's certificate to such effect to
                                    Dylan), and (2) all of the Current ABBA-W
                                    Tracking Stock shall also be redeemed
                                    concurrently. In such event, the redemption
                                    price for the New ABBA-W Tracking Stock and
                                    Warrants shall be at Dylan's original
                                    purchase price plus Dylan's Cost of Carry
                                    plus 3% per annum thereon to the date of
                                    payment. If ABBA announces the sale of all
                                    or substantially all of its wireless
                                    business within one year after such
                                    redemption and thereafter consummates such
                                    sale at a price that would have resulted in
                                    greater value being attributable to the New
                                    ABBA-W Tracking Stock and Warrants than the
                                    redemption price, ABBA shall pay Dylan the
                                    excess of such greater value over the
                                    redemption price promptly upon the
                                    consummation of such sale. In addition, if
                                    ABBA spins off all or substantially all of
                                    its wireless business within one year of
                                    such redemption, Dylan shall be entitled to
                                    reinvest directly in such spun off entity,
                                    at the redemption price, in a number of
                                    shares and warrants equal to the number of
                                    shares and Warrants held by Dylan at the
                                    time of redemption (subject to appropriate
                                    adjustment to reflect any revised capital
                                    structure), and otherwise on terms and




                                      -5-


<PAGE>


                                    conditions as nearly comparable as possible
                                    to the terms and conditions of this
                                    investment.

4.      Number of Shares;           ABBA will issue to Dylan (or will cause
        Warrants; Purchase Price    ABBA-W to issue to Dylan), in exchange for a
                                    total purchase price of $9,811,079,720 in
                                    cash: (1) 812,511.778 shares of the New
                                    ABBA-W Tracking Stock, representing a
                                    16.000% economic interest in ABBA-W
                                    calculated on a fully-diluted basis as of
                                    the date hereof (using the treasury method)
                                    and (2) the Warrants. The total purchase
                                    price will be paid in full to ABBA, and ABBA
                                    will allocate the proceeds as contemplated
                                    by Paragraph 5 below.

5.      Use of Proceeds             $6,159,464,289 of the proceeds from the
                                    investment will be contributed to ABBA-W
                                    simultaneously with the closing and
                                    $3,651,615,431 of the proceeds from the
                                    investment will be retained by ABBA. In
                                    accordance with the determination of the
                                    ABBA board of directors pursuant to the ABBA
                                    articles of incorporation, upon such
                                    application of the proceeds, the numerator
                                    of the Wireless Group Allocation Fraction
                                    (as defined in the ABBA articles of
                                    incorporation) shall be increased by the
                                    total number of shares of Current ABBA-W
                                    Tracking Stock into which the New ABBA-W
                                    Tracking Stock is convertible and the
                                    denominator of the Wireless Group Allocation
                                    Fraction shall be increased by 228,128,307
                                    (representing the total number of shares of
                                    Current ABBA-W Tracking Stock into which the
                                    New ABBA-W Tracking Stock deemed issued for
                                    the account of the Wireless Group is
                                    convertible). In the event any Warrants are
                                    exercised to purchase New ABBA-W Tracking
                                    Stock, the numerator and the denominator of
                                    the Wireless Group Allocation Fraction will
                                    be increased by the number of shares of
                                    Current ABBA-W Tracking Stock into which the
                                    New ABBA-W Tracking Stock issued upon
                                    exercise of the Warrants is convertible. No
                                    further adjustment of the numerator or the
                                    denominator of the Wireless Group Allocation
                                    Fraction shall be made upon any conversion
                                    of New ABBA-W Tracking Stock into Current
                                    ABBA-W Tracking Stock. For purposes of any
                                    calculation under the ABBA articles of
                                    incorporation that uses the Wireless Group
                                    Allocation Fraction, (1) all outstanding
                                    shares of New ABBA-W Tracking Stock will be
                                    treated as if they had fully converted into
                                    Current ABBA-W Tracking Stock, (2) any
                                    payments or exchange rights of the holder of
                                    New ABBA-W Tracking Stock will be deemed
                                    payments or exchange rights in respect of
                                    the underlying Current ABBA-W Tracking
                                    Stock, and (3) any payments or exchange
                                    rights of the holders of shares of Current
                                    ABBA-W Tracking Stock actually outstanding
                                    as of any calculation date shall be based on
                                    the foregoing adjusted Wireless Allocation
                                    Fraction further adjusted to subtract from
                                    the numerator thereof the number of




                                      -6-


<PAGE>


                                    shares of Current ABBA-W Tracking Stock
                                    issuable upon conversion of the then
                                    outstanding New ABBA-W Tracking Stock. For
                                    the avoidance of doubt, the intent of the
                                    foregoing is (a) to treat 456,256.614 shares
                                    of New ABBA-W Tracking Stock (and the
                                    228,128,307 shares of Current ABBA-W
                                    Tracking issuable upon conversion thereof)
                                    as having been issued for the account of
                                    ABBA-W as primary shares, and (b) to treat
                                    356,255.164 shares of New ABBA-W Tracking
                                    Stock (and the 178,127,582 shares of Current
                                    ABBA-W Tracking Stock issuable upon
                                    conversion thereof) as having been issued
                                    for the account of ABBA as secondary shares.

6.      Voting Rights               With respect to all matters submitted to a
                                    vote of the ABBA shareholders, each share of
                                    New ABBA-W Tracking Stock will be entitled
                                    to that number of votes equal to the number
                                    of votes to which the Current ABBA-W
                                    Tracking Stock into which such share of New
                                    ABBA-W Tracking Stock is then convertible is
                                    entitled. Dylan will have no voting rights
                                    in respect of unexercised Warrants.

7.      Investor Veto Rights

        --    Pre-Spin-off          Prior to the consummation of the Spin-off,
                                    ABBA will not, and will not permit its
                                    subsidiaries to, take any of the following
                                    actions without the prior written consent of
                                    Dylan:

                                    -     a sale of all or substantially all the
                                          assets of ABBA-W and its subsidiaries
                                          taken as a whole;

                                    -     a merger, consolidation or similar
                                          business combination involving all or
                                          substantially all of the business of
                                          ABBA-W, other than any such trans-
                                          action in which the holders of the
                                          economic interests in ABBA-W as of
                                          immediately prior to the consummation
                                          of the first of such transactions
                                          continue to hold, directly or
                                          indirectly, at least two-thirds of
                                          such economic interests following each
                                          of such transactions;

                                    -     the acquisition (including by merger
                                          or other similar transaction) of any
                                          business or assets by ABBA-W or by
                                          ABBA on behalf of or which are to be
                                          contributed to ABBA-W, provided that
                                          ABBA or ABBA-W may make such
                                          acquisitions to the extent that the
                                          consideration paid by ABBA or ABBA-W
                                          with respect to all such acquisitions
                                          does not exceed $17 billion (other
                                          than acquisitions of spectrum, which
                                          may be made without regard to and
                                          without counting against such dollar
                                          limitation);




                                      -7-


<PAGE>


                                    -     any further issuance of economic
                                          interests in or rights to ABBA-W
                                          (including the issuance of additional
                                          shares of New or Current ABBA-W
                                          Tracking Stock), except:  (i) for
                                          issuances of economic interests in
                                          ABBA-W that do not, in the aggregate,
                                          exceed 15% of the market
                                          capitalization of ABBA-W as of the
                                          date of this term sheet; (ii) with
                                          respect to the issuance to officers,
                                          employees or directors of Current
                                          ABBA-W Tracking Stock or options to
                                          acquire shares of Current ABBA-W
                                          Tracking Stock (or options exercisable
                                          after the Spin-off to acquire ABBA-W
                                          Common Stock) in the ordinary course
                                          of business consistent with past
                                          practice or in connection with the
                                          Spin-off; (iii) issuances of Current
                                          ABBA-W Tracking Stock upon exercise of
                                          such options; (iv) issuances of
                                          Current ABBA-W Tracking Stock in
                                          connection with acquisitions or merger
                                          transactions not prohibited by the two
                                          immediately preceding bullet points;
                                          (v) issuances of New ABBA-W Tracking
                                          Stock upon exercise of the Warrants or
                                          of Current ABBA-W Tracking Stock upon
                                          conversion of shares of New ABBA-W
                                          Tracking Stock; and (vi) the issuance
                                          of shares of Current ABBA-W Tracking
                                          Stock that reflects the disposition of
                                          any portion of ABBA's retained
                                          interest, including without limitation
                                          in the publicly announced proposed
                                          exchange offer to be effected in
                                          connection with the Spin-off (provided
                                          that in any such disposition to a
                                          party unaffiliated with ABBA that
                                          is not in connection with the Spin-off
                                          or exchange offer, no person or group
                                          of related persons may acquire any
                                          governance or board participation
                                          rights in excess of the normal rights
                                          of ownership of Current ABBA-W
                                          Tracking stock); provided that the
                                          aggregate issuances permitted in
                                          clauses (i) through (iv) of this
                                          bullet point shall not result in the
                                          holders of the economic interests in
                                          ABBA-W immediately after giving effect
                                          to this investment ceasing to hold at
                                          least two-thirds of such economic
                                          interests following such issuances.

                                    -     the payment of any cash dividends to
                                          holders of the Current ABBA-W Tracking
                                          Stock, any repurchase of Current
                                          ABBA-W Tracking Stock (other than
                                          repurchases (1) to offset option
                                          exercises by directors, officers and
                                          employees, (2) repurchases which are
                                          not material in amount in connection
                                          with employee settlements or similar
                                          matters, and (3) other repurchases not
                                          in excess of $5 million in the
                                          aggregate) or any repurchase of ABBA's
                                          retained




                                      -8-


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                                          common interest (it being understood
                                          that the allocation of a portion of
                                          the proceeds of this investment to
                                          ABBA and the resulting adjustment of
                                          the Wireless Group Allocation Fraction
                                          to reduce ABBA's retained common
                                          interest shall not give rise to a veto
                                          right under this provision);

                                    -     any (i) amendment to the articles of
                                          incorporation or by-laws of ABBA to
                                          the extent such amendments would have
                                          an adverse effect on the rights of the
                                          holders of the New ABBA-W Tracking
                                          Stock (it being understood that the
                                          proposed amendment to the articles of
                                          incorporation of ABBA to reduce the
                                          required vote for a merger or for
                                          a sale or other disposition of
                                          substantially all the assets does not
                                          violate this provision), (ii) changes
                                          to the Final Draft Separation
                                          Agreements (as defined below) that
                                          would, in the aggregate, have a
                                          material adverse effect on ABBA-W, or
                                          (iii) material new agreements between
                                          ABBA or its subsidiaries (other than
                                          ABBA-W and its subsidiaries), on the
                                          one hand, and ABBA-W or its
                                          subsidiaries, on the other hand,
                                          other than those that are on arm's-
                                          length terms comparable to those which
                                          ABBA-W would enter into with an
                                          unaffiliated third party.

        --    No Right to Veto      Notwithstanding the foregoing, Dylan will
              Spin-off or           not have any right to veto the Spin-off, any
              Redemption            redemption of the New ABBA-W Tracking
                                    Stock that is permitted by Paragraph 3, or
                                    any redemption of the Current ABBA-W
                                    Tracking Stock.

        --    Loss of Pre-Spin-off  Dylan will cease to be entitled to the
              Rights                foregoing veto rights if Dylan's economic
                                    interest in ABBA-W falls below 10% and
                                    remains below 10% for a period of 60 days,
                                    provided that, so long as Dylan retains at
                                    least 10/16 of the number of shares acquired
                                    at the closing of this investment (measured
                                    on an as-converted-to-Current ABBA-W
                                    Tracking Stock or, after the Spin-off,
                                    ABBA-W Common Stock, -basis, the "Original
                                    Investment"), Dylan will only cease to be
                                    entitled to the foregoing veto rights if
                                    Dylan's economic interest in ABBA-W falls
                                    below 8% and remains below 8% for a period
                                    of 60 days. For purposes of the foregoing
                                    and any other calculation in this term sheet
                                    of Dylan's economic interest in ABBA-W,
                                    Dylan's ownership of ABBA-W Common Stock, or
                                    the portion of the Original Investment
                                    retained by Dylan, shares held by Dylan's
                                    wholly owned subsidiaries (so long as they

                                    remain wholly owned subsidiaries) will be
                                    deemed to be shares held by Dylan.




                                      -9-


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        --    Post-Spin-off         Following the Spin-off, ABBA-W will not take
                                    any of the following actions, without
                                    Dylan's prior written consent: (i) change
                                    the scope of its business such that its
                                    current businesses (including those
                                    businesses that are part of ABBA-W's current
                                    business plan and including any natural
                                    evolution of such current businesses) taken
                                    as a whole no longer constitute ABBA-W's
                                    primary business, or (ii) enter into a
                                    strategic alliance with another wireless
                                    operator that would result in such wireless
                                    operator owning more than 15% but less than
                                    50% of the economic interest in ABBA-W (it
                                    being understood that a merger with a third
                                    party that results in a wireless operator
                                    owning more than 15% but less than 50% of
                                    the resulting entity by reason of such
                                    wireless operator's prior shareholdings in
                                    such third party shall not be deemed to
                                    violate this clause (ii) unless such merger
                                    is undertaken solely to effect such a
                                    strategic alliance with such wireless
                                    operator). Dylan will cease to be entitled
                                    to the foregoing veto rights if Dylan's
                                    ownership of ABBA-W Common Stock falls below
                                    10% and remains below 10% for a period of 60
                                    days, provided that, so long as Dylan
                                    retains at least 10/16 of its Original
                                    Investment in ABBA-W, Dylan will only cease
                                    to be entitled to the foregoing veto rights
                                    if Dylan's ownership of ABBA-W common stock
                                    falls below 8% and remains below 8% for a
                                    period of 60 days.

8.      [Reserved]

9.      ABBA and ABBA-W Board
        Representation and Other
        Board Matters

        --    General               Up until the Spin-off, Dylan will receive
                                    one seat on the ABBA board of directors.
                                    Following the Spin-off, Dylan will cause
                                    such representative to resign from the ABBA
                                    board. Following the Spin-off, Dylan will
                                    receive a number of seats on the ABBA-W
                                    board of directors proportionate to Dylan's
                                    economic interest in ABBA-W (rounded up to
                                    the nearest whole number in the case of a
                                    fraction of .5 or greater and rounded down
                                    to the nearest whole number in the case of a
                                    fraction less than .5), without reference to
                                    any economic interest acquired after the
                                    closing date of this investment other than
                                    by the exercise of preemptive rights
                                    hereunder or by exercise of the Warrants.
                                    Other than as described below under "Loss of
                                    Board Rights", in no event will the number
                                    of Dylan's board designees fall below one.
                                    ABBA agrees to cause the board of directors
                                    of ABBA-W as of immediately prior to the
                                    consummation of the Spin-off to be
                                    classified into three classes. ABBA agrees
                                    to cause Dylan's nominees to be staggered
                                    among such classes, provided that in the
                                    event there are less than three Dylan
                                    nominees ABBA agrees to cause




                                      -10-


<PAGE>


                                    Dylan's nominees (in the event there are
                                    two) to be appointed to the classes the
                                    terms of which will expire at the second and
                                    third annual meeting of shareholders
                                    following the Spin-off and to cause Dylan's
                                    nominee (in the event there is one) to be
                                    appointed to the class the term of which
                                    will expire at the third annual meeting of
                                    shareholders following the Spin-off. Dylan's
                                    nominees to the ABBA or ABBA-W board of
                                    directors will be senior officers of Dylan
                                    who will be reasonably acceptable to ABBA,
                                    prior to the Spin-off, and to ABBA-W,
                                    following the Spin-off.


                                    Prior to the Spin-off, as long as Dylan has
                                    the right to a nominee on the ABBA board,
                                    then one of its nominees will be a member of
                                    ABBA's ABBA-W Capital Stock Committee.

        --    Loss of Board Rights  Dylan will cease to be entitled to the
                                    foregoing board rights if Dylan's ownership
                                    of ABBA-W Common Stock falls below 10% and
                                    remains below 10% for a period of 60 days,
                                    provided that, so long as Dylan retains at
                                    least 10/16 of its Original Investment in
                                    ABBA-W, Dylan will only cease to be entitled
                                    to the foregoing veto rights if Dylan's
                                    ownership of ABBA-W Common Stock falls below
                                    8% and remains below 8% for a period of 60
                                    days. Dylan will cause any excess nominees
                                    to resign at any time that it has more
                                    nominees on the board of ABBA-W than it is
                                    entitled to hereunder. Dylan will cause such
                                    resignation to occur within 60 days, in the
                                    case of a reduction in the number of
                                    nominees to which it is entitled, or within
                                    10 business days in the case of a loss of
                                    its right to nominate any board nominees. In
                                    the case of a loss of the right to nominate
                                    any board nominees, no Dylan nominee will
                                    vote or exercise any other rights or powers
                                    of office during the period pending
                                    resignation.

10.     Senior Leadership Team      During the period prior to the Spin-off,
        and Alliance Advisory       Dylan will be entitled to select one senior
        Committee                   executive of Dylan reasonably acceptable
                                    to ABBA-W to be a member of ABBA-W's Senior
                                    Leadership Team and to participate in its
                                    meetings, which will be scheduled regularly
                                    and no less frequently than monthly.
                                    ABBA-W's Senior Leadership Team is the
                                    current body (other than the ABBA board of
                                    directors and its committees) in which
                                    principal decisions with respect to ABBA-W
                                    are discussed by the principal
                                    decision-makers of ABBA-W. The members of
                                    the Senior Leadership Team as of the date
                                    hereof are set forth in Annex B hereto.
                                    ABBA-W will give Dylan's designee at least
                                    three business days' notice of meetings of
                                    its Senior Leadership Team, to the extent
                                    practicable, and in any event will use its
                                    reasonable efforts to provide such
                                    individual at least as much notice of
                                    meetings as is given to the other members of
                                    the Senior Leadership Team. Dylan's designee
                                    may participate in such meetings by
                                    telephone and, if




                                      -11-


<PAGE>


                                    requested, will be given a briefing with
                                    respect to any meeting that such individual
                                    is unable to attend. The senior executive
                                    designated by Dylan will also be a member of
                                    any similar ABBA-W body that may be formed
                                    to address matters of similar importance to
                                    the matters currently considered by ABBA-W's
                                    Senior Leadership Team.


                                    Immediately upon closing, ABBA-W and Dylan
                                    will establish a management advisory
                                    committee to assist and advise the MMS CEO,
                                    as contemplated by paragraph 26A below.
                                    Dylan will have significant (but not
                                    majority) representation on the committee.

11.     Management Positions

        --    ABBA-W                Both before and after the Spin-off, Dylan
                                    will have the right to appoint at least two
                                    and no more than five of its employees as
                                    employees of ABBA-W with such titles as
                                    "Manager-Finance" and/or "Director of
                                    Technology" (and such other titles as may be
                                    agreed with ABBA-W) of ABBA-W and such
                                    employees will have powers, obligations and
                                    responsibilities consistent with such
                                    titles. Such employees will report directly
                                    to the Chief Financial Officer, Chief
                                    Technology Officer or, with respect to other
                                    titles, to other appropriate officers.
                                    Dylan's nominees for such appointments, and
                                    the continued employment by ABBA-W of such
                                    individuals, will be subject to the
                                    reasonable approval of ABBA-W.

        --    MMS                   Dylan and ABBA-W will appoint a mutually
                                    satisfactory MMS CEO, and Dylan will have a
                                    right to appoint the CTO of the MMS subject
                                    to approval by ABBA-W, in each case on the
                                    terms set forth in paragraph 26B below.

        --    Loss of Management    Dylan will cease to be entitled to these
              Rights                rights if Dylan's economic interest in
                                    ABBA-W falls below 10% or, after the
                                    Spin-off, Dylan holds less than 10% of the
                                    outstanding ABBA-W Common Stock, and in each
                                    case remains below 10% for a period of 60
                                    days, provided that, so long as Dylan
                                    retains at least 10/16 of its Original
                                    Investment in ABBA-W, Dylan will only cease
                                    to be entitled to the foregoing rights if
                                    Dylan's economic interest in ABBA-W falls
                                    below 8% or, after the Spin-off, Dylan holds
                                    less than 8% of the outstanding ABBA-W
                                    Common Stock, and in each case remains below
                                    8% for a period of 60 days. Dylan will cause
                                    the resignation of such representatives and
                                    managers to occur within 10 business days
                                    following the loss of the foregoing rights,
                                    and no Dylan appointee will vote or exercise
                                    any other rights or powers of office during
                                    this period.




                                      -12-


<PAGE>


12.     Anti-Dilution Provisions    The New ABBA-W Tracking Stock will have the
                                    benefit of standard anti-dilution
                                    protections, as with the Current ABBA-W
                                    Tracking Stock. These protections will apply
                                    in the event of, among other things,
                                    recapitalizations, reorganizations, stock
                                    splits, stock dividends, and similar
                                    transactions with respect to ABBA and its
                                    capital stock.

13.     Preemptive Rights

        --    General               Dylan will be entitled to participate, at
                                    Dylan's option, in any new equity issuance
                                    by ABBA or ABBA-W to maintain its interest
                                    in ABBA-W calculated on a fully diluted
                                    basis, not to exceed 16% (exclusive of any
                                    shares issued upon exercise of the
                                    Warrants). This preemptive right will be
                                    subject to the following: (i) if Dylan did
                                    not, prior to the issuance of equity giving
                                    rise to the preemptive right, hold less than
                                    12% of the economic interest (prior to the
                                    Spin-off) or the common stock (following the
                                    Spin-off) of ABBA-W, the number of shares
                                    necessary to maintain up to a 16% interest
                                    in ABBA-W (exclusive of any shares issued
                                    upon exercise of the Warrants) calculated on
                                    a fully diluted basis and (ii) if, prior to
                                    the issuance of equity giving rise to the
                                    preemptive right, Dylan held less than 12%
                                    of the economic interest (prior to the
                                    Spin-off) or the common stock (after the
                                    Spin-off) of ABBA-W, the number of shares
                                    necessary to maintain the percentage
                                    interest that Dylan held immediately prior
                                    to such equity issuance. The purchase price
                                    for such shares shall equal the issuance
                                    price for the issuance giving rise to such
                                    preemptive right, provided that, in the case
                                    of a preemptive right resulting from options
                                    or other securities granted to officers,
                                    directors or employees, the purchase price
                                    shall be based on the average closing price
                                    for the shares of Current ABBA-W Tracking
                                    Stock or ABBA-W Common Stock, as the case
                                    may be, for the 30 trading day period
                                    immediately preceding the relevant
                                    semi-annual stock option issuance date, and
                                    provided, further that, in the case of the
                                    exercise of a preemptive right under clause
                                    (i) for shares in excess of the number of
                                    shares necessary to maintain its then
                                    current interest, the purchase price for the
                                    excess shares shall be the greater of (x)
                                    the issuance price for the issuance giving
                                    rise to such exercise of preemptive right
                                    and (y) the issuance price for the issuance
                                    that previously diluted Dylan's interest and
                                    with respect to which the excess shares are
                                    being purchased to make up such previous
                                    dilution. Appropriate valuation mechanisms
                                    will be required with respect to sales of
                                    equity in connection with acquisitions by
                                    ABBA or ABBA-W of assets or businesses to
                                    determine the deemed issuance price of such
                                    issuances. In addition, appropriate
                                    procedures will be necessary to ensure that
                                    exercise of preemptive rights does not
                                    materially interfere




                                      -13-


<PAGE>


                                    with or delay public sales of equity by ABBA
                                    or ABBA-W and to preserve Dylan's ability to
                                    account for the investment contemplated
                                    hereby under the equity method of
                                    accounting. Preemptive rights will not be
                                    triggered by issuances of securities upon
                                    exchange or conversion of previously
                                    outstanding securities (including without
                                    limitation issuances in connection with any
                                    rights plan) or by pro rata distributions to
                                    shareholders (including without limitation
                                    stock dividends and stock splits), except
                                    that this sentence will not prevent Dylan
                                    from exercising its preemptive rights
                                    hereunder upon the conversion of convertible
                                    securities that become outstanding after the
                                    closing date of this investment and that,
                                    because of the nature of the security, the
                                    number of shares of common stock into which
                                    such security is convertible was not
                                    calculable and therefore Dylan could not
                                    exercise its preemptive rights with respect
                                    thereto.

                                    Notwithstanding the foregoing, Dylan will
                                    not be entitled to exercise preemptive
                                    rights if and to the extent that the
                                    exercise of such preemptive rights would,
                                    taking into account all relevant facts in
                                    existence at the time of the issuance to
                                    Dylan, create a substantial risk that such
                                    issuance would cause the distribution to be
                                    taxable to ABBA under Code Section 355(e).

        --    Loss of Preemptive    Dylan will cease to be entitled to these
              Rights                rights if, prior to the Spin-off, Dylan's
                                    economic interest in ABBA-W falls below 10%
                                    or, after the Spin-off, Dylan holds less
                                    than 10% of the outstanding ABBA-W Common
                                    Stock and in each case remains below 10% for
                                    a period of 60 days, provided that, so long
                                    as Dylan retains at least 10/16 of its
                                    Original Investment in ABBA-W, Dylan will
                                    only cease to be entitled to these rights if
                                    Dylan's economic interest in ABBA-W falls
                                    below 8% or, after the Spin-off, Dylan holds
                                    less than 8% of the outstanding ABBA-W
                                    Common Stock, and in each case remains below
                                    8% for a period of 60 days.

14.     Technology Commitment       ABBA-W will have launched service based on
                                    W-CDMA technology in 13 of the top 50
                                    wireless markets (BTAs) in the United States
                                    by June 2004. Failure to achieve this target
                                    will be excused (1) if Dylan at any time
                                    ceases to actively support and promote
                                    W-CDMA technology as the primary standard
                                    for its 3G wireless services or if Dylan is
                                    no longer actively supporting and promoting
                                    3G wireless services, (2) if the failure is
                                    due to factors beyond ABBA-W's reasonable
                                    power to affect or control, including,
                                    without limitation, delay in availability or
                                    unavailability of equipment, software,
                                    spectrum, cell sites or other items needed
                                    for the construction and operation of the
                                    W-CDMA service, provided that ABBA-W shall
                                    have used commercially reasonable
                                    efforts to take




                                      -14-


<PAGE>


                                    reasonable steps to acquire such equipment,
                                    software, spectrum, cell sites or other
                                    items so needed, (3) if ABBA-W is unable to
                                    obtain regulatory approvals, licenses and
                                    permits necessary for the launch of services
                                    based on W-CDMA technology on a timely basis
                                    and without the imposition of burdensome
                                    conditions or restrictions, provided that
                                    ABBA-W shall have used commercially
                                    reasonable efforts to take reasonable steps
                                    to obtain such approvals, licenses and
                                    permits, or (4) if the ABBA board of
                                    directors or the ABBA-W board of directors,
                                    as the case may be, determines in good faith
                                    that ABBA-W's business plan for constructing
                                    such a system has deteriorated significantly
                                    due to regulatory or legal changes,
                                    intellectual property disputes, health,
                                    safety or other similar issues, or acts of
                                    God or other natural events. ABBA-W will not
                                    abandon W-CDMA technology without the
                                    approval of the Board of Directors of ABBA
                                    or ABBA-W, as the case may be.

                                    "W-CDMA" means the CDMA based radio access
                                    technology defined and specified in the
                                    Third Generation Partnership Project
                                    ("3GPP") for IMT-2000 systems,
                                    specifications of which may be modified from
                                    time to time by 3GPP.

15.     Technology Default
        Obligation

        --    Trigger               Dylan will have a right to require ABBA (if
                                    prior to the Spin-off) to repurchase the
                                    shares of New ABBA-W Tracking Stock and
                                    Warrants originally issued to Dylan and in
                                    each case still held by Dylan, or to require
                                    ABBA-W (if after the Spin-off) to repurchase
                                    the shares of ABBA-W Common Stock issued in
                                    exchange for such shares of New ABBA-W
                                    Tracking Stock and the new Warrants issued
                                    in exchange for the Warrants, in each case
                                    that are still held by Dylan, upon (1) the
                                    Board of Directors of ABBA or ABBA-W, as the
                                    case may be, requiring or approving a change
                                    in ABBA-W's 3G technology (other than
                                    migration to successor technologies and
                                    other than for one or more of the reasons
                                    set forth in clauses (1) through (4) of
                                    paragraph 14) prior to June 2004, or (2) if
                                    ABBA-W fails to meet the technology
                                    commitment set forth in paragraph 14 above;
                                    provided that this right will terminate, and
                                    Dylan will not be entitled to require such
                                    repurchase, if Dylan at any time ceases to
                                    actively support and promote W-CDMA
                                    technology as the primary standard for its
                                    3G wireless services or if Dylan is no
                                    longer actively supporting and promoting 3G
                                    wireless services.

                                    Such repurchase right will be exercisable
                                    only if notice of exercise is given within
                                    30 days of written notice to Dylan of such
                                    board action (in the case of clause (1) in
                                    the previous paragraph), which notice to
                                    Dylan will be given promptly




                                      -15-


<PAGE>


                                    following any such board action, or of June
                                    1, 2004 (in the case of clause (2) in the
                                    previous paragraph). In addition, such
                                    repurchase right is Dylan's sole remedy in
                                    the event that the technology commitment set
                                    forth in paragraph 14 is not met.

                                    Upon exercise of the repurchase right under
                                    this Section 15, Dylan shall cease to be
                                    entitled to any veto, board representation,
                                    management representation or other
                                    governance or management rights that it may
                                    have hereunder, and Dylan will cause the
                                    resignation of any of its appointees,
                                    nominees or representatives and managers to
                                    occur within 5 business days following the
                                    exercise of such rights, and no Dylan
                                    appointee will vote or exercise any other
                                    rights or powers of office during this
                                    period; provided, however, that until
                                    payment of the repurchase price, and so long
                                    as Dylan would otherwise be entitled to
                                    board representation hereunder, Dylan shall
                                    be entitled to designate one individual to
                                    serve on the ABBA board or the ABBA-W board,
                                    as the case may be, reasonably acceptable to
                                    ABBA or ABBA-W, for the purpose of
                                    monitoring ABBA's or ABBA-W's compliance
                                    with the repurchase obligations, which
                                    individual shall be unaffiliated with Dylan
                                    and shall agree not to provide Dylan or its
                                    affiliates with any confidential information
                                    of ABBA or ABBA-W other than information
                                    directly related to ABBA's or ABBA-W's
                                    compliance with the repurchase obligations.

        --    Repurchase Price      The repurchase price will be Dylan's
                                    original purchase price plus Dylan's Cost of
                                    Carry thereon to the date of payment. Final
                                    payment will be due within 4 months from the
                                    exercise date.

                                    In lieu of paying all or part of the
                                    repurchase price, ABBA or ABBA-W, as the
                                    case may be, will have the right to cause
                                    Dylan to sell all or part of such shares
                                    into the market (upon registrations in
                                    accordance with the registration rights
                                    procedures discussed at Paragraph 20),
                                    subject to ABBA-W paying Dylan the
                                    difference if the proceeds received by Dylan
                                    (net of underwriting commissions and
                                    discounts) are less than the repurchase
                                    price. The size and timing of such
                                    registered sales will be determined mutually
                                    by ABBA or ABBA-W, as the case may be, and
                                    Dylan in their good faith judgment, in
                                    consultation with their underwriters and
                                    taking into account Dylan's desire to sell
                                    its shares as quickly as reasonably
                                    practicable and ABBA's or ABBA-W's desire
                                    not to disrupt or depress the market for
                                    Current ABBA-W Tracking Stock or ABBA-W
                                    Common Stock. Such sales will be completed
                                    as promptly as reasonably practicable, but
                                    if such sales are not completed within 10
                                    months of the exercise date, ABBA or ABBA-W,
                                    as the case may be, will promptly (but in
                                    any event within 10 days) pay to Dylan the
                                    repurchase price with respect




                                      -16-


<PAGE>


                                    to the portion of such shares not sold into
                                    the market.

        --    Limited ABBA          ABBA will guarantee ABBA-W's obligations
              Guaranty              pursuant to this paragraph 15 up to a
                                    maximum of $3.65 billion plus Dylan's Cost
                                    of Carry thereon to the date of payment;
                                    provided that ABBA will not be obligated to
                                    make any payment under such guarantee unless
                                    ABBA-W fails to make a payment that it is
                                    obligated to make pursuant to this paragraph
                                    15; provided, further, that in the event
                                    there is a dispute as to ABBA-W's obligation
                                    to make all or any portion of any payment
                                    pursuant to this paragraph 15, ABBA will not
                                    be obligated to make such payment under such
                                    guaranty until such dispute is resolved in
                                    favor of Dylan by a final and nonappealable
                                    order and ABBA-W thereafter fails to make
                                    such payment; and provided, further, that in
                                    any event Dylan shall have used commercially
                                    reasonable efforts to collect payment from
                                    ABBA-W. In the event ABBA makes any payment
                                    to Dylan pursuant to this guarantee, ABBA-W
                                    shall be obligated to reimburse and
                                    indemnify ABBA for such payment (including
                                    any costs incurred by ABBA), provided that
                                    such reimbursement and indemnity obligation
                                    shall be subordinated to ABBA-W's
                                    obligations to Dylan pursuant to this
                                    paragraph 15.

16.     Joint Research Effort       ABBA, ABBA-W and Dylan will discuss in good
                                    faith joint research efforts within twelve
                                    months of the closing date or such other
                                    date as the parties mutually agree.

17.     Public Announcements        The initial press releases announcing the
                                    investment and the other transactions
                                    contemplated hereby shall be jointly
                                    coordinated and agreed. Thereafter, for so
                                    long as the agreements contemplated by this
                                    term sheet are in effect (or, if earlier,
                                    until the 15th day following the closing
                                    date), Dylan and ABBA, if prior to the
                                    Spin-off, and Dylan and ABBA-W, if after the
                                    consummation of the Spin-off, agree to
                                    consult with each other before issuing any
                                    press release or making any public statement
                                    with respect to the agreements and
                                    transactions contemplated by this term sheet
                                    and, subject to the immediately following
                                    sentence, will not issue any such press
                                    release or make any such public statement
                                    without the prior consent of the other
                                    party, which consent shall not be
                                    unreasonably withheld or delayed.
                                    Notwithstanding the foregoing, any such
                                    press release or public statement as may be
                                    required by applicable law or any listing
                                    agreement with any applicable securities
                                    exchange may be issued without such consent,
                                    if the party making such release or
                                    statement has used its reasonable efforts to
                                    consult with the other party.

18.     Documentation               Initial drafting responsibilities to be
                                    divided evenly between Sullivan & Cromwell
                                    and Wachtell, Lipton, Rosen & Katz, as




                                      -17-


<PAGE>


                                    follows:

                                    Preferred Stock Certificate:   S&C
                                    Purchase Agreement:            S&C
                                    Warrants:                      WLR&K
                                    Investor Agreement:            WLR&K

                                    ABBA has provided Dylan with drafts of the
                                    agreements (and/or term sheets with respect
                                    to such agreements) to be entered into
                                    between ABBA and/or its affiliates (other
                                    than ABBA-W or any of its subsidiaries), on
                                    the one hand, and ABBA-W or any of its
                                    subsidiaries, on the other hand, in
                                    connection with the Spin-off. (For the
                                    avoidance of doubt, a complete set of such
                                    delivered drafts, designated as such, have
                                    been compiled and provided to Dylan together
                                    with this term sheet. Annex C hereto
                                    provides an index of such delivered drafts.)
                                    These drafts reflect substantially
                                    negotiated forms of such agreements or
                                    arrangements (or term sheets that are
                                    intended to be reflected in full agreements)
                                    with respect to the Spin-off (such delivered
                                    drafts, the "Final Draft Separation
                                    Agreements").

19.     Agreements                  The terms set forth in this term sheet will
                                    be incorporated into definitive agreements
                                    that will contain representations and
                                    warranties as set forth in Annex D hereto,
                                    and other terms and provisions customary for
                                    a public company investment of this size and
                                    nature (consistent with the terms set forth
                                    in this term sheet). The representations and
                                    warranties will survive until 30 days
                                    following completion of the first year-end
                                    audit of ABBA-W completed after the date of
                                    the Spin-off or, if earlier, 30 days
                                    following completion of the second year-end
                                    audit of the Wireless Group completed after
                                    the date of closing this investment; except
                                    that ABBA's representations as to the valid
                                    issuance of the shares of New ABBA-W
                                    Tracking Stock and Current ABBA-W Tracking
                                    Stock, if any, issued to Dylan, and ABBA-W's
                                    representations as to the valid issuance of
                                    the Warrants and the ABBA-W Common Stock
                                    issued to Dylan shall expire only when the
                                    applicable statute of limitations runs.
                                    Subject to the limitations set forth below,
                                    ABBA will indemnify Dylan for losses arising
                                    from breach of the representations and
                                    warranties set forth in Annex D contained in
                                    Section 2.1(a)(i), Section 2.1(b) insofar as
                                    it relates to ABBA's articles of
                                    incorporation and bylaws, Section 2.1(c)
                                    insofar as it relates to ABBA, the first
                                    sentence of Section 2.1(d), Section 2.1(f)
                                    insofar as it relates to the New ABBA-W
                                    Tracking Stock or the Current ABBA-W
                                    Tracking Stock, Section 2.1(p) insofar as it
                                    relates to ABBA, and Section 2.1(q)(2).
                                    ABBA-W will indemnify Dylan for losses
                                    arising from breach of any other
                                    representations and warranties contained in
                                    Section 2.1 of Annex D. Dylan will indemnify
                                    ABBA and ABBA-W for losses arising from
                                    breach of the




                                      -18-


<PAGE>


                                    representations and warranties set forth in
                                    Section 2.2 of Annex D. For purposes of such
                                    indemnification (but not for purposes of the
                                    closing conditions), the representations and
                                    warranties will be considered without regard
                                    to the materiality qualifiers contained
                                    therein, but no representation or warranty
                                    shall be deemed breached to the extent
                                    resulting from the impact of (i) changes in
                                    laws of general applicability or
                                    interpretations thereof by Governmental
                                    Entities, (ii) changes in generally
                                    applicable provisions of GAAP or (iii)
                                    changes in general economic conditions
                                    affecting companies in the wireless
                                    telecommunications industry generally. The
                                    indemnification will be limited to claims
                                    arising during the survival period and will
                                    be subject to a deductible basket of $200
                                    million and a cap of $5 billion, provided
                                    that ABBA's cap shall be $3.65 billion, and
                                    provided, further, that there will be no cap
                                    on ABBA's representations as to the valid
                                    issuance of the shares of New ABBA-W
                                    Tracking Stock and Current ABBA-W Tracking
                                    Stock, if any, issued to Dylan, and there
                                    will be no cap on ABBA-W's representations
                                    as to the valid issuance of the Warrants and
                                    the ABBA-W Common Stock issued to Dylan. In
                                    addition, ABBA will guarantee ABBA-W's
                                    indemnity obligations pursuant to this
                                    paragraph 19; provided that any payments by
                                    ABBA on such guarantee will be applied
                                    against ABBA's indemnity cap; provided,
                                    further, that ABBA will not be obligated to
                                    make any payment under such guarantee unless
                                    ABBA-W fails to make an indemnity payment
                                    that it is obligated to make pursuant to
                                    this paragraph 19; provided, further, that
                                    in the event there is a dispute as to
                                    ABBA-W's obligation to make all or any
                                    portion of any indemnity payment pursuant to
                                    this paragraph 19, ABBA will not be
                                    obligated to make such payment under such
                                    guarantee until such dispute is resolved in
                                    favor of Dylan by a final and nonappealable
                                    order and ABBA-W thereafter fails to make
                                    such payment; and provided, further, that in
                                    any event Dylan shall have used commercially
                                    reasonable efforts to collect payment from
                                    ABBA-W. In the event ABBA makes any payment
                                    to Dylan pursuant to this guarantee, ABBA-W
                                    shall be obligated to reimburse and
                                    indemnify ABBA for such payment (including
                                    any costs incurred by ABBA), provided that
                                    such reimbursement and indemnity obligation
                                    shall be subordinated to ABBA-W's indemnity
                                    obligations to Dylan pursuant to this
                                    paragraph 19.

                                    Consummation of the transactions
                                    contemplated by the definitive agreements
                                    will be subject to the conditions set forth
                                    in the Letter Agreement to which this term
                                    sheet is attached. The definitive agreements
                                    will be governed by New York law. Any
                                    disputes arising under the definitive
                                    agreements will be resolved by arbitration,
                                    using a panel of three arbitrators,
                                    conducted in New York, New York, in
                                    accordance with the




                                      -19-


<PAGE>


                                    rules of the American Arbitration
                                    Association or any successor thereof. Within
                                    30 days of receipt of any award (which shall
                                    not be binding if an appeal is taken) any
                                    party may notify the AAA of an intention to
                                    appeal to a second three-arbitrator
                                    tribunal. At least two of the three
                                    appellate arbitrators shall be former judges
                                    in state or federal courts. The appeal
                                    tribunal shall be entitled to adopt the
                                    initial award as its own, modify the initial
                                    award or substitute its own award for the
                                    initial award. The appeal tribunal shall not
                                    modify or replace the initial award except
                                    for errors of law or because of clear and
                                    convincing factual errors. The award of the
                                    appeal tribunal shall be final and binding,
                                    and judgment may be entered by a court
                                    having jurisdiction thereof. The review by
                                    the appeal tribunal will be completed and
                                    its order issued within 30 days of the final
                                    submission of the parties to the panel.

                                    In addition, the following covenants shall
                                    be in effect from the date of this term
                                    sheet through the closing of the investment
                                    contemplated by this term sheet:

                                    (1)   Subject to applicable law,
                                          attorney/client privilege and
                                          existing confidentiality
                                          obligations, ABBA shall, and shall
                                          cause its subsidiaries to, afford
                                          to Dylan and its officers,
                                          employees, counsel, accountants
                                          and other representatives
                                          reasonable access during normal
                                          business hours upon reasonable
                                          notice to all books, records,
                                          properties, personnel and such
                                          other information as Dylan may
                                          request in each case related to
                                          the Wireless Group (as defined in
                                          ABBA's articles of incorporation
                                          as of the date of this term
                                          sheet). All non-public information
                                          obtained by Dylan and its
                                          representatives shall be
                                          maintained in confidence and used
                                          only for the purposes related to
                                          the transactions and activities
                                          contemplated by this term sheet;

                                    (2)   Without Dylan's prior written
                                          consent, ABBA shall not take, and
                                          shall not permit any of its
                                          subsidiaries to take, any action
                                          that would be subject to Dylan's
                                          pre-Spin-off veto rights set forth
                                          in Section 7 above if such action
                                          were to be taken after the closing
                                          of the investment contemplated by
                                          this term sheet;

                                    (3)   ABBA shall, and shall cause its
                                          subsidiaries to, carry on the
                                          business of the Wireless Group in
                                          the ordinary course of business,
                                          and use commercially reasonable
                                          efforts to (A) preserve intact its
                                          present business organization, (B)
                                          keep available the services of its
                                          present officers and employees,
                                          and (C) preserve intact its
                                          relationships with customers,
                                          suppliers and others having
                                          business dealings with it (it
                                          being




                                      -20-


<PAGE>


                                          understood that this covenant will
                                          not prohibit ABBA or ABBA-W from
                                          taking any action permitted under the
                                          foregoing paragraph (2)); and

                                    (4)   ABBA shall not issue any equity
                                          securities to which Dylan's
                                          peemptive rights would apply if
                                          such equity securities were to be
                                          issued after the closing of the
                                          investment contemplated by this
                                          term sheet, except for shares of
                                          Current ABBA-W Tracking Stock
                                          issuable upon exercise of options
                                          outstanding as of the date hereof
                                          or issued pursuant to ABBA's stock
                                          option plans after the date of
                                          this term sheet in the ordinary
                                          course of business; provided that,
                                          ABBA may issue such equity
                                          securities following consultation
                                          with Dylan (but without the
                                          requirement of Dylan's consent) so
                                          long as such equity securities
                                          issued in the aggregate do not
                                          exceed 15% of the total economic
                                          interests in the Wireless Group;
                                          and provided, further, that, after
                                          the closing of the investment
                                          contemplated by this term sheet,
                                          Dylan shall have the preemptive
                                          right to acquire shares in respect
                                          of such issuance in accordance
                                          with Section 13. Such right shall
                                          be exercisable during the 30 day
                                          period beginning on the closing of
                                          the investment contemplated by
                                          this term sheet, and the price
                                          Dylan would pay to acquire shares
                                          upon the exercise of such
                                          preemptive right will be the price
                                          that would have applied pursuant
                                          to Section 13 of the term sheet
                                          had Dylan exercised such
                                          preemptive right at the time of
                                          the issuance giving rise to the
                                          preemptive right. For the
                                          avoidance of doubt, the parties
                                          agree that any issuance of Current
                                          ABBA-W Tracking Stock that
                                          reflects a disposition of all or
                                          part of ABBA's retained interest
                                          (I.E., that does not result in any
                                          adjustment to the denominator of
                                          the Wireless Allocation Fraction)
                                          shall not be an issuance of equity
                                          securities covered by this clause
                                          (4).

20.     Registration Rights

        --    General               ABBA will agree to customary registration
                                    rights with respect to any shares of Current
                                    ABBA-W Tracking Stock issued upon conversion
                                    of Dylan's New ABBA-W Tracking Stock,
                                    including piggy-back and no more than six
                                    demand registration rights (with each such
                                    demand involving securities worth not less
                                    than $500 million), and ABBA-W will agree to
                                    such registration rights with respect to
                                    Dylan's shares of ABBA-W Common Stock
                                    following the Spin-off. Dylan and ABBA and
                                    ABBA-W will also agree to customary
                                    commitments in connection with such
                                    registration rights (including customary
                                    blackout rights of no more than ninety




                                      -21-


<PAGE>


                                    days in any one-year period). Dylan may not
                                    exercise more than one demand in any 7
                                    1/2-month period.

                                    In connection with any demand registration
                                    for an underwritten offering, Dylan will be
                                    entitled to select the managing underwriter
                                    or underwriters, subject to the reasonable
                                    consent of ABBA or ABBA-W, as the case may
                                    be, provided that with respect to any
                                    registration effected in connection with the
                                    technology default obligation contemplated
                                    by Section 15, ABBA or ABBA-W, as the case
                                    may be, will be entitled to select the
                                    managing underwriter or underwriters. ABBA
                                    and ABBA-W shall also have the right to
                                    approve the selection of underwriter's
                                    counsel, which approval will not be
                                    unreasonably withheld. If requested in
                                    connection with such an underwritten
                                    offering, ABBA or ABBA-W, as the case may
                                    be, will make appropriate members of its
                                    management reasonably available for
                                    assistance (but without unduly burdening
                                    such individuals or ABBA or ABBA-W, as the
                                    case may be) as part of the road show in
                                    support of such offering (it being
                                    understood that the reasonable level of such
                                    assistance will take into account the size
                                    of the offering and other relevant factors).
                                    ABBA or ABBA-W, as the case may be, will pay
                                    the expenses associated with any demand
                                    registration, except for underwriting fees,
                                    commissions and discounts and except for the
                                    fees and expenses of legal counsel to Dylan,
                                    provided that with respect to any
                                    registration effected in connection with the
                                    technology default obligation contemplated
                                    by Section 15, ABBA or ABBA-W, as the case
                                    may be, will pay the reasonable fees and
                                    expenses of Dylan's counsel.

                                    Dylan will not be able to demand
                                    registration at any time that it is
                                    prohibited from transferring the relevant
                                    securities pursuant to the transfer
                                    restrictions contained in Section 22,
                                    provided that Dylan may make a demand no
                                    earlier than one month prior to the
                                    expiration of the relevant transfer
                                    restriction for a registration that would
                                    become effective on or after the expiration
                                    of such transfer restriction.

        --    Loss of Demand        Dylan will be entitled to exercise demand
              Registration Rights   registration rights only if at the time of
                                    exercise of such demands Dylan (including
                                    its wholly owned subsidiaries) owns
                                    securities of ABBA or ABBA-W, as the case
                                    may be, that either have an aggregate fair
                                    market value of at least $1 billion or
                                    represent at least 2% of the outstanding
                                    economic interests in ABBA-W (prior to the
                                    Spin-off) or of the outstanding voting
                                    securities of ABBA-W (after the Spin-off).

21.     Timing                      The timing with respect to execution of
                                    definitive agreements




                                      -22-


<PAGE>


                                    and funding is set forth in the letter
                                    agreement to which this term sheet is
                                    attached.

22.     Transfer Restrictions       Except as set forth under "Securities"
                                    above, without the consent of ABBA or
                                    ABBA-W, as the case may be, Dylan will not
                                    Transfer to any third party any shares of
                                    New ABBA-W Tracking Stock, and, for a period
                                    of 18 months following the closing of the
                                    investment contemplated by this term sheet,
                                    any shares of Current ABBA-W Tracking Stock
                                    or ABBA-W Common Stock, it being understood
                                    that Dylan will be entitled to transfer any
                                    such shares to any directly or indirectly
                                    wholly owned subsidiary of Dylan so long as
                                    such subsidiary remains so and agrees with
                                    ABBA-W to itself be bound by the provisions
                                    to which Dylan will be bound pursuant to
                                    this term sheet. Notwithstanding the
                                    foregoing, Dylan may transfer shares of
                                    Current ABBA-W Tracking Stock or ABBA-W
                                    Common Stock prior to the expiration of 18
                                    months following closing, subject to the
                                    other provisions of this Section 22, upon
                                    the occurrence of either of the following
                                    events without Dylan's prior written
                                    consent: (1) a sale of all or substantially
                                    all the assets of ABBA-W, or a merger,
                                    consolidation or similar business
                                    combination involving all or substantially
                                    all of the business of ABBA-W, other than
                                    any such transaction in which the holders of
                                    the economic interests in ABBA-W as of
                                    immediately prior to the consummation of
                                    such transaction continue to hold, directly
                                    or indirectly, at least two-thirds of such
                                    economic interests in ABBA-W or the
                                    successor corporation following such
                                    transaction, or (2) the acquisition or
                                    acquisitions (including by merger or other
                                    similar transaction) of any business or
                                    assets by ABBA-W (other than acquisitions of
                                    spectrum) if the consideration paid by
                                    ABBA-W with respect to all such acquisitions
                                    exceeds $25 billion. In addition, Dylan may
                                    tender shares of Current ABBA-W Tracking
                                    Stock or ABBA-W Common Stock, prior to the
                                    expiration of 18 months following closing,
                                    into a tender offer or exchange offer that
                                    is approved by the ABBA board or the ABBA-W
                                    board, as the case may be. Except as set
                                    forth in the next sentence, Dylan's rights
                                    under this term sheet will not be
                                    transferable to a transferee of any such
                                    shares, other than a transferee that is and
                                    remains a wholly owned subsidiary of Dylan
                                    (and has agreed with ABBA-W as contemplated
                                    above). Dylan may transfer registration
                                    rights to any transferee of more than $1
                                    billion of ABBA-W securities from Dylan and
                                    may transfer one of its demand registration
                                    rights to any transferee of the Warrants
                                    (which shall apply only to registration of
                                    the Current ABBA-W Tracking Stock or ABBA-W
                                    Common Stock issuable upon exercise of the
                                    Warrants and not to the Warrants themselves,
                                    but shall apply even if the amount of
                                    registrable securities is less than the $500
                                    million minimum contemplated by Paragraph
                                    20),




                                      -23-


<PAGE>


                                    provided that no such transfers will alter
                                    or enlarge ABBA or ABBA-W's aggregate
                                    registration obligations hereunder.

                                    Without ABBA's approval (prior to the
                                    Spin-off) or ABBA-W's approval (following
                                    the Spin-off), Dylan may not at any time
                                    transfer securities to any one person such
                                    that, after giving effect to the transfer,
                                    such person would beneficially own in excess
                                    of 6% of the outstanding ABBA-W tracking
                                    stock (before the Spin-off) or ABBA-W Common
                                    Stock (following the Spin-off); provided,
                                    that in the case of a transfer of shares to
                                    a person specified in Rule 13d-1(b)(1)(ii)
                                    under the Securities Exchange Act that would
                                    be eligible based on such person's status
                                    and passive intent with respect to the
                                    ownership, holding and voting of such shares
                                    to report such person's ownership on
                                    Schedule 13G, Dylan may transfer to such
                                    person up to a number of shares such that,
                                    after giving effect to the transfer, such
                                    person would not beneficially own in excess
                                    of 10% of the outstanding ABBA-W tracking
                                    stock (before the spin-off) or ABBA-W Common
                                    Stock (following the spin-off). As set forth
                                    in Annex A, any transfer of the Warrants
                                    will be subject to the foregoing
                                    restrictions (applied as if the transferee
                                    had fully exercised the transferred
                                    Warrants).

23.     Voting Provisions           Dylan agrees to be present at any meeting of
                                    stockholders at which directors are to be
                                    elected and to vote its securities with
                                    respect to the election of directors in
                                    accordance with one of the following (as
                                    determined by Dylan): (1) in favor of the
                                    slate of directors nominated by the board of
                                    directors, or (2) for, against or abstain
                                    with respect to each nominee for director in
                                    the same proportion as the votes of all
                                    stockholders other than Dylan and its
                                    affiliates. The foregoing shall not apply at
                                    any time that ABBA or ABBA-W, as the case
                                    may be, is not in compliance with its
                                    obligations under paragraph 9 to appoint or
                                    nominate Dylan nominee(s) to the board of
                                    ABBA or ABBA-W, as the case may be, or
                                    following the loss of all of Dylan's board
                                    rights.

24.     Standstill

        --    Initial 5-Year        Prior to the fifth anniversary of the
              Period                closing of the investment contemplated
                                    hereby, Dylan shall not, and shall not
                                    permit any of its controlled subsidiaries
                                    (which term will include, without
                                    limitation, each subsidiary and minority
                                    investment to whom Dylan has disclosed any
                                    non-public information concerning ABBA,
                                    ABBA-W, the MMS or the investment
                                    contemplated by this term sheet) or, when
                                    acting on behalf of Dylan or any of its
                                    controlled subsidiaries, its or their
                                    officers, directors, employees or agents
                                    (collectively, "affiliates") to, in any
                                    manner, whether publicly or otherwise,
                                    directly or indirectly,




                                      -24-



<PAGE>


                                    without the prior written consent of ABBA
                                    (to the extent related to ABBA or its
                                    securities, subsidiaries or assets) or
                                    ABBA-W (to the extent related to ABBA-W or
                                    its securities, subsidiaries or assets), (i)
                                    acquire, agree to acquire or make any public
                                    proposal to acquire, directly or indirectly,
                                    beneficial ownership of any voting
                                    securities or assets of ABBA or ABBA-W or
                                    the subsidiaries of either, except as
                                    described above under "Preemptive Right" or
                                    with respect to its conversion rights as
                                    described above under "Security" or with
                                    respect to the shares issued upon exercise
                                    of the Warrants; (ii) enter into or publicly
                                    propose to enter into, directly or
                                    indirectly, any merger or other business
                                    combination or similar transaction or change
                                    in control transaction involving ABBA or
                                    ABBA-W, or the subsidiaries of either; (iii)
                                    make, or in any way participate, directly or
                                    indirectly, in any "solicitation" of
                                    "proxies" (as such terms are used in the
                                    proxy rules of the SEC) to vote, or seek to
                                    advise or influence any person with respect
                                    to the voting of, any securities of ABBA or
                                    ABBA-W, or the subsidiaries of either; (iv)
                                    call, or seek to call, a meeting of the
                                    shareholders of ABBA or ABBA-W or initiate
                                    any shareholder proposal for action by
                                    shareholders of ABBA or ABBA-W; (v) bring
                                    any action or otherwise act to contest the
                                    validity of this standstill or seek a
                                    release of the restrictions contained
                                    herein, in each case in any manner that
                                    would require or lead to public disclosure
                                    thereof; (vi) form, join or in any way
                                    participate in a "group" (within the meaning
                                    of Section 13(d)(3) of the Exchange Act)
                                    that, with respect to any securities of ABBA
                                    or ABBA-W or any subsidiary of either, would
                                    be required under Section 13(d) of the
                                    Exchange Act and the rules and regulations
                                    thereunder to file a Statement on Schedule
                                    13D with the SEC as a "person" (within the
                                    meaning of Section 13(d)(3) of the Exchange
                                    Act); (vii) seek representation on the board
                                    of directors of ABBA or ABBA-W, other than
                                    any seat on the board of directors granted
                                    in the term sheet, or seek the removal of
                                    any directors from either such board or seek
                                    a change in size or composition of either
                                    such board (including, without limitation,
                                    by voting for any directors not nominated by
                                    the board of directors of ABBA or ABBA-W);
                                    (viii) enter into any discussions,
                                    negotiations, arrangements (whether written
                                    or oral) with any other Person with respect
                                    to any of the foregoing (other than action
                                    taken by a Director in his or her capacity
                                    as a member of the board of directors of
                                    ABBA or ABBA-W or taken by an employee of
                                    ABBA-W in the authorized course of such
                                    employment); (ix) disclose any intention,
                                    plan or arrangement inconsistent with the
                                    foregoing; (x) take, or solicit, propose to
                                    or agree with any other Person to take, any
                                    actions designed to, obtain, affect or
                                    change the control of the board of
                                    directors, senior executive management or
                                    voting equity of ABBA or ABBA-W (other than
                                    action




                                      -25-


<PAGE>


                                    taken by a Director in his or her capacity
                                    as a member of the board of directors of
                                    ABBA or ABBA-W and, with respect to the
                                    senior executive management of ABBA-W, as
                                    expressly contemplated hereunder); or (xi)
                                    advise, assist or encourage any other
                                    persons in connection with any of the
                                    foregoing.

                                    In the event Dylan's ultimate parent or any
                                    of its subsidiaries (other than Dylan and
                                    its controlled subsidiaries), or, when
                                    acting on behalf of such parent or
                                    subsidiaries, any affiliate thereof, takes
                                    any action of the types referred to in any
                                    of clauses (i) - (xi) of the previous
                                    sentence, then, without limiting any of its
                                    or their obligations under the previous
                                    sentence, Dylan and its controlled
                                    subsidiaries shall not, (A) with respect to
                                    any matter proposed or supported by Dylan's
                                    parent (or subsidiaries or affiliates) or
                                    any vote of ABBA or ABBA-W's stockholders
                                    related to or occurring as a result of any
                                    such action by Dylan's parent (or
                                    subsidiaries or affiliates), vote any of
                                    their ABBA or ABBA-W shares other than, at
                                    Dylan's election, either (1) as directed by
                                    the ABBA board of directors (before the
                                    Spin-off) or the ABBA-W board (after the
                                    Spin-off) or (2) in proportion to the votes
                                    cast by the stockholders who are not
                                    affiliated with Dylan or with Dylan's
                                    parent, and (B) with respect to any tender
                                    offer or other offer to purchase securities
                                    proposed or supported by Dylan's parent (or
                                    affiliates or subsidiaries), tender, offer,
                                    sell or transfer any of their ABBA or ABBA-W
                                    shares to the person making such offer
                                    without the prior written consent of the
                                    ABBA board of directors (before the
                                    Spin-off) or the ABBA-W board (after the
                                    Spin-off); provided, however, that Dylan may
                                    tender its shares into such a tender offer
                                    after (but only after) such time as all
                                    material conditions to such offer (including
                                    any financing condition and any condition
                                    with respect to removal of ABBA-W's rights
                                    plan or any other takeover protections) that
                                    are capable of being satisfied prior to
                                    expiration of the offer have been satisfied
                                    or irrevocably waived by the offeror;
                                    provided, further, that Dylan shall not,
                                    prior to such time, announce or disclose its
                                    intent to tender its shares into such offer
                                    following satisfaction or waiver of such
                                    conditions.

                                    Dylan agrees not to provide to Dylan's
                                    parent or its controlled subsidiaries
                                    (including as a result of any representation
                                    Dylan's parent may have on the Dylan board
                                    or in Dylan management) any non-public
                                    information concerning ABBA or ABBA-W or any
                                    of their respective subsidiaries or
                                    businesses obtained by Dylan as a result of
                                    its board, management or other rights
                                    hereunder or as a result of its investment
                                    in ABBA or ABBA-W.

                                    The foregoing restrictions will terminate
                                    with respect to ABBA-W and its subsidiaries
                                    if (a) a third party unaffiliated




                                      -26-


<PAGE>


                                    with ABBA-W commences a tender or exchange
                                    offer seeking to acquire 15% or more of
                                    ABBA-W's outstanding voting securities and
                                    ABBA-W does not (within 10 business days
                                    following such commencement) publicly
                                    recommend that its shareholders not accept
                                    such offer, (b) ABBA-W enters into a
                                    definitive agreement (or binding letter of
                                    intent) with a third party (or group of
                                    related parties) to effectuate a merger or
                                    consolidation with or sale of all or
                                    substantially all of its assets and
                                    properties to, any unaffiliated third party,
                                    unless immediately following such
                                    transaction the persons that immediately
                                    prior to such transaction held the ABBA-W
                                    Common Stock hold, directly or indirectly,
                                    at least 50% of the equity and at least 50%
                                    of the voting power of the entity surviving
                                    such merger or consolidation or to whom such
                                    assets will be transferred or (c) if ABBA-W
                                    enters into a definitive agreement (or
                                    binding letter of intent) providing for a
                                    sale by ABBA-W of ABBA-W securities, or a
                                    merger or consolidation, in either case that
                                    would result in any one person (or group of
                                    related persons) acquiring in excess of 35%
                                    of the voting power of ABBA-W outstanding
                                    after completion of such transaction;
                                    provided that (x) if the acquiror of the
                                    greater-than 35% block is subject to a
                                    standstill that restricts its ability to
                                    acquire more than its initial percentage of
                                    the voting power of ABBA-W or a majority of
                                    its board of directors (and such standstill
                                    is otherwise on substantially similar terms
                                    as this standstill or, to the extent such
                                    other terms are not substantially similar to
                                    this standstill, ABBA-W amends this
                                    standstill to make its terms substantially
                                    similar to such terms of the other
                                    standstill), then Dylan shall not be freed
                                    from the standstill restrictions (as so
                                    amended, if applicable) by virtue of this
                                    clause (c) unless and until the standstill
                                    restrictions on the acquiror lapse or are
                                    waived, and (y) anything in this clause (c)
                                    not withstanding, Dylan shall continue to be
                                    subject to each provision of the standstill
                                    to the extent such provision relates to the
                                    ability of Dylan to support, encourage,
                                    cooperate with, participate with or act as a
                                    group or in concert with the
                                    greater-than-35% acquiror with respect to
                                    the securities of ABBA-W or ABBA-W's board
                                    or management. In addition, the foregoing
                                    restrictions will terminate, with respect to
                                    ABBA and its subsidiaries and assets, but
                                    not with respect to ABBA-W and its
                                    subsidiaries and assets, on the second
                                    anniversary of the Spin-off.




                                      -27-


<PAGE>


        --    Post-Initial 5-Year   After the initial 5 year period, and for so
              Period                long as Dylan has the right to nominate a
                                    director, Dylan shall continue to be subject
                                    to the same standstill provisions except
                                    that Dylan shall be released from the
                                    standstill provisions on the 91st day after
                                    both of the following events have occurred:
                                    (1) all Dylan representatives on the ABBA
                                    board or the ABBA-W board shall have
                                    resigned and Dylan shall not have replaced
                                    any of them with new representatives, and
                                    (2) all other Dylan representatives or
                                    designees appointed to the management or any
                                    governance body or committee of ABBA-W
                                    (including under Sections 10 and 11 hereof)
                                    shall have resigned and shall not have been
                                    replaced with new Dylan representatives or
                                    designees. Immediately upon the resignation
                                    of all of Dylan's representatives or
                                    designees appointed to the management or any
                                    governance body or committee of ABBA-W
                                    (including under Sections 10 and 11 hereof)
                                    as contemplated by the foregoing clause (2),
                                    (a) Dylan shall be deemed to have
                                    irrevocably waived its rights to board
                                    representation and to designate any
                                    representatives or designees to the
                                    management or any governance body or
                                    committee hereunder (including under
                                    Sections 10 and 11 hereof), but shall not be
                                    deemed to have waived any rights it may have
                                    as a result of being a shareholder of
                                    ABBA-W, and (b) ABBA-W may take such action
                                    with respect to any other employees of, or
                                    persons providing service to, ABBA-W
                                    (including the MMS) in its sole discretion,
                                    including terminating or sequestering or
                                    separating such employees, without regard to
                                    the fact that any such persons may have been
                                    appointed or nominated by Dylan.
                                    Notwithstanding the foregoing, in the event
                                    the resignations contemplated by foregoing
                                    clauses (1) and (2) occur concurrently with
                                    the delivery by Dylan to ABBA or ABBA-W, as
                                    the case may be, of a notice to the effect
                                    that such resignations are not intended to
                                    commence the 90-day time-period for
                                    releasing Dylan from the standstill
                                    provisions and that Dylan intends to replace
                                    the individuals who have resigned, then such
                                    90-day time period will not commence and the
                                    consequences set forth in the foregoing
                                    clauses (a) and (b) will not apply.

25.     Alliance Purpose            Dylan and ABBA-W (the "Alliance Partners")
                                    will form a mobile multimedia alliance (the
                                    "Alliance"). The Alliance represents the
                                    mutual commitment by the Alliance Partners
                                    to cooperate in operational and
                                    technological matters affecting the delivery
                                    of i-mode mobile multimedia services to
                                    subscribers, as well as the development and
                                    delivery of i-mode mobile multimedia content
                                    and applications.

                                    ABBA-W will form a wholly-owned and
                                    controlled subsidiary (the "MMS") that will
                                    be responsible for the development and




                                      -28-


<PAGE>


                                    commercialization of i-mode mobile
                                    multimedia content and applications over the
                                    ABBA-W network in the ABBA-W Home Territory.

                                    For purposes of this term sheet, "Home
                                    Territory" means the nation of Japan for
                                    Dylan. For ABBA-W, "Home Territory" means
                                    the United States, Canada and Mexico.

25A.    i-mode Mobile Multi-Media   To develop wireless internet access and
                                    related mobile multimedia applications and
                                    services from wireless phones and other
                                    wireless access devices based on Dylan's
                                    i-mode and multimedia expertise, experience,
                                    know-how and technology.

26.     Alliance Goals              1.   Achieve Synergies with ABBA-W's
                                         Mobility Division.  Develop and provide
                                         advanced data and multimedia services
                                         offerings that create and enhance
                                         customer loyalty and create new revenue
                                         sources for ABBA-W.

                                    2.   Accelerate the Growth of Mobile
                                         Multimedia Businesses.  Accelerate the
                                         growth of each Alliance Partner's
                                         existing mobile multimedia and data
                                         service businesses by utilizing each
                                         other's current and future technology,
                                         experience and know-how in their
                                         respective Home Territories.

26A.    Advisory Committee          Upon closing of the investment, ABBA-W and
                                    Dylan will establish a management advisory
                                    committee to assist and advise the MMS CEO.
                                    The committee will, among other things,
                                    assist the MMS CEO in reviewing and updating
                                    the MMS business plan and strategy. The
                                    parties anticipate that the committee will
                                    meet on a regular basis or as requested by
                                    the CEO. The composition and size of the
                                    advisory committee will be mutually agreed
                                    upon by ABBA-W and Dylan. Dylan will have
                                    significant (but not majority)
                                    representation on the committee.

26B.    MMS Senior Management       Dylan and ABBA-W will appoint a mutually
                                    satisfactory MMS CEO, who shall, as MMS CEO,
                                    be an ABBA-W employee and work in ABBA-W
                                    headquarters or such other location as may
                                    be determined for the MMS. ABBA-W will
                                    appoint an interim MMS CEO, following
                                    consultation with Dylan, to oversee and
                                    manage the initial activities of the MMS, or
                                    to manage the MMS during any periods of
                                    vacancy. Dylan and ABBA-W will use their
                                    commercially reasonable efforts to select a
                                    permanent CEO within 6 months after the
                                    investment is closed or within 6 months of
                                    the creation of any vacancy. The MMS CEO
                                    will have extensive experience and




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                                    background in with data related services or
                                    similar skills in the United States and be
                                    sufficiently familiar with US markets. In
                                    addition, Dylan shall have a right to
                                    appoint the CTO of the MMS, subject to
                                    ABBA-W's approval.

27.     Technology Evolution and    1.   Alliance Technology Commitments.
        Timing

                                         -   The Alliance Partners will pursue
                                             two mutually beneficial goals:
                                             (1) to enable users to access
                                             diverse HTML and x-HTML appli-
                                             cations and content on mobile
                                             wireless terminals, and (2) to
                                             jointly encourage terminal
                                             manufacturers to produce a variety
                                             of attractive and economical
                                             devices that are compatible with
                                             the following technology path:

                                         HDML/WML -> cHTML (as commercially
                                         reasonable in USA) -> xHTML/WAP-NG

                                         -   Dual Browser Handsets -- As an
                                             interim step toward xHTML/WAP-NG,
                                             the Alliance Partners will agree to
                                             jointly approach terminal
                                             manufacturers concerning the
                                             development, production and
                                             marketing of dual browser handsets,
                                             and will work jointly with
                                             manufacturers with respect to
                                             functions, specifications and
                                             design for such handsets.

                                         -   The Alliance Partners will
                                             work to adopting
                                             third-generation technology
                                             paths that target convergence
                                             upon worldwide standards for
                                             data and air interface
                                             protocols (i.e., WAP-NG and
                                             W-CDMA).

                                    2.   Technology Plan.

                                         -   After closing of the
                                             investment, the Alliance
                                             Partners will begin study on
                                             Dylan's service platform
                                             elements that may be of
                                             benefit to the MMS (e.g.,
                                             profiling engines, data
                                             warehouses, clickstream
                                             analysis).

                                         -   Dylan and ABBA-W will study
                                             the feasibility of
                                             accelerating the delivery to
                                             market of advanced devices and
                                             related technologies that can
                                             increase the growth and
                                             performance of ABBA-W and the
                                             MMS.




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<PAGE>


                                         -   Any business plan should be
                                             efficient and have a
                                             benefit/cost relationship that
                                             is positive in terms of
                                             economics and market position
                                             for ABBA-W.

28.     ABBA-W's Resources          1.   ABBA-W's multimedia resources that will
                                         be contributed to the MMS will include:

                                         -   PocketNet service, experience and
                                             personnel;

                                         -   Rights to current content, commerce
                                             and applications; and,

                                         -   Gateway, e-mail and related
                                             application servers.

                                    2.   Cash (up to $200M) sufficient to
                                         fund the business plan of the MMS
                                         to cash flow positive will be
                                         earmarked by ABBA-W from the
                                         proceeds of the investment.

 28A.   Dylan's Contributions       Dylan will among other things assist
                                    ABBA-W and the MMS in achieving the
                                    Alliance Goals by providing the MMS with
                                    information exchange opportunities and
                                    access to technology, know-how, and
                                    resources, including support in the
                                    categories outlined in part in Annex E.
                                    These contributions on the part of Dylan
                                    shall include:

                                         -   The exclusivity and
                                             non-compete agreement found in
                                             paragraph 31.

                                         -   Subject to mutual agreement by
                                             ABBA-W and Dylan based on MMS needs
                                             and resource availability, Dylan
                                             will second such employees to
                                             ABBA-W as may be mutually
                                             beneficial for the free exchange of
                                             information. The parties anticipate
                                             that Dylan will provide approxi-
                                             mately 2 to 3 employees for the
                                             initial two years following closing
                                             of the investment, approximately 3
                                             to 5 employees during the period of
                                             ABBA-W's 3G deployment, and 2 to 3
                                             employees thereafter.  The ultimate
                                             number of Dylan secondees each year
                                             shall be determined by the advisory
                                             committee.  Dylan will also accept
                                             up to two employees from ABBA-W to
                                             work in Tokyo with Dylan's gateway,
                                             mobile multimedia, or other
                                             appropriate division in the Tokyo
                                             region.  Dylan will commit to
                                             credit $1.0M per year to cover the
                                             cost of Dylan secondees to ABBA-W,
                                             and the parties have agreed to
                                             discuss whether such amount would
                                             also cover ABBA-W employees
                                             exchanged to Dylan.  The parties
                                             also agree to use commercially




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<PAGE>


                                             reasonable efforts to set up
                                             regular meetings to facilitate
                                             transfer of know-how.  The
                                             qualifications of Dylan
                                             personnel available for secondment
                                             will be provided to ABBA-W for
                                             consideration as opportunities
                                             arise for placement within the MMS;

                                         -   Handset specifications and
                                             development expertise and
                                             influence;

                                         -   Standardization influence;

                                         -   i-mode experience, such as
                                             negotiations with content
                                             providers; and

                                         -   Licenses to all Dylan know-how,
                                             technology and intellectual
                                             property rights related to i-mode
                                             and mobile multimedia services (up
                                             to and including 3G) as it is
                                             developed; sole use of the i-mode
                                             brand in the USA, and other know-
                                             how developed for mobile multimedia
                                             services. It is understood, for
                                             purposes of clarification, that
                                             "i-mode and mobile multimedia
                                             technology (up to and including
                                             3G)" as used herein includes mobile
                                             Internet gateway designs, and user
                                             interface designs, but does not
                                             include technology which solely
                                             relates to 3G network architecture
                                             and infrastructure, which will be
                                             subject to separate negotiations
                                             based upon commercially reasonable
                                             licensing terms and conditions.

 29.    MMS Business Plan           1.   The parties will use commercially
                                         reasonable efforts to establish the MMS
                                         within 3 months of the closing of the
                                         investment.

                                    2.   Following closing of the
                                         investment, a business strategy
                                         and plan for the first 18 months
                                         of operations will be prepared in
                                         consultation with Dylan. The
                                         business plan will be updated as
                                         appropriate in light of changing
                                         business dynamics and business
                                         needs.

                                    3.   Subject to the business plan in
                                         effect from time to time, it is
                                         anticipated that MMS will have
                                         responsibility for ABBA-W's mobile
                                         multimedia business, such as:

                                         -   Mobile Internet server operation;

                                         -   Application/service deployment,
                                             including streaming of music and
                                             video and e-commerce applications;




                                      -32-


<PAGE>

                                         -   Negotiations with content
                                             providers;

                                         -   Terminal functions planning,
                                             design and specifications in
                                             conjunction with ABBA-W's
                                             mobile services division;

                                         -   Development of operational and
                                             technical standards in conjunction
                                             with ABBA-W's mobile services
                                             division; and

                                         -   Brand development for the MMS.

30.     Termination                 All obligations of the parties with respect
                                    to the Alliance may be terminated by either
                                    Dylan or ABBA-W if Dylan's interest in
                                    ABBA-W is less than 10% (or 8% if Dylan owns
                                    at least 10/16 of its original number of
                                    ABBA-W shares) for a period of least 90
                                    days, except that Dylan's non-compete
                                    obligations (set forth in Section 31) shall
                                    continue for one full year after termination
                                    and all Dylan technology and IPR licenses
                                    shall continue for 18 months after
                                    termination.

                                    In the event that Dylan's interest in ABBA-W
                                    is less than the percentages noted above due
                                    to exercise of its rights to cause ABBA-W to
                                    repurchase Dylan's interest as described in
                                    "Date of Spin-off" under paragraph 3, or in
                                    paragraph 15, or due to redemption of
                                    Dylan's interest as described in
                                    "Conversion/Redemption" under paragraph 3,
                                    all obligations of the Alliance Partners
                                    with respect to the Alliance will terminate
                                    at the end of the 90-day period referenced
                                    above.

                                    In the event that Dylan ceases to provide
                                    access to i-mode and mobile multimedia
                                    technology on the basis and as described in
                                    paragraph 28A, ABBA-W may terminate all
                                    obligations of the Alliance Partners with
                                    respect to the Alliance.

31.     Exclusivity and             See Annex F.
        Non-Competition

32.     Other Operational           The following principles would be
        Cooperation                 memorialized in separate definitive
                                    agreements:

                                    Dylan and ABBA-W will each recognize the
                                    other party as its primary and preferred
                                    operating partner for mobile wireless
                                    services in the other party's home
                                    territory. Specific areas of operational
                                    cooperation by Dylan and ABBA-W will
                                    include:

                                         -   Roaming. Dylan and ABBA-W will,
                                             subject to technical and commercial
                                             feasibility, each recognize the
                                             other party as its primary and
                                             preferred roaming partner in the
                                             other party's home territory
                                             service area, subject to both
                                             parties'




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                                             existing roaming arrangements
                                             and agreements as of the date
                                             hereof. Nothing contained herein
                                             shall provide either party with any
                                             rights that would conflict with
                                             such existing roaming agreements
                                             for so long as such existing
                                             roaming agreements remain in
                                             effect.  Dylan and ABBA-W shall use
                                             commercially reasonable efforts to
                                             negotiate in good faith roaming
                                             arrangements with each other on
                                             reciprocal terms no less favorable
                                             than those provided to similar
                                             wireless providers; provided that
                                             such arrangements shall not in any
                                             way conflict with either party's
                                             existing roaming agreements.
                                             Nothing contained herein shall be
                                             deemed to create any obligation of
                                             exclusivity between Dylan and
                                             ABBA-W with respect to their
                                             roaming agreements in each
                                             other's home territory.

                                         -   Joint-Marketing Programs and
                                             Offers.  Dylan and ABBA-W will make
                                             commercially reasonable efforts to
                                             cooperate in designing, to the
                                             extent commercially feasible,
                                             programs and offers that market and
                                             provide mobile wireless services
                                             that are intended to extend from
                                             one party's home territory into the
                                             other party's home territory.  The
                                             sharing of customer information
                                             will be subject to such limitations
                                             as may be imposed by applicable law
                                             and regulation.

                                         -   Major Account Services.  Dylan and
                                             ABBA-W will both participate, to
                                             the extent commercially feasible,
                                             in programs that will enable each
                                             to provide differentiated services
                                             to major customers with global
                                             mobile wireless telecommunication
                                             needs in the United States and
                                             Japan.  Such programs will include
                                             ABBA-W's Worldview program, which
                                             allows large business customers to
                                             receive monthly consolidated
                                             reports covering wireless usage in
                                             relevant territories.




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