GUARANTEE

     Each Guarantor, as defined in the Indenture (the "Indenture"),  referred to
in the Note upon which this notation is endorsed,  (i) has jointly and severally
unconditionally  guaranteed  (a) the full and punctual  payment of the principal
of, premium and interest and Liquidated Damages,  if any, on the Notes,  whether
at maturity or an interest payment date, by acceleration, call for redemption or
other  wise,  (b) the full and  punctual  payment  of  interest  on the  overdue
principal and premium of, and interest and  Liquidated  Damages,  if any, on the
Notes,  and (c) in case of any  extension  of time of  payment or renewal of any
Notes or any of such other obligations,  the same shall be promptly paid in full
when due in accordance  with the terms of the  extension or renewal,  whether at
stated  maturity,  by accelera  tion or otherwise and (ii) has agreed to pay any
and all costs and expenses  (including  reasonable  attorneys' fees) incurred by
the Trustee or any Holder in enforcing any rights under this Note Guarantee.

     Notwithstanding  the  foregoing,  in the  event  that the  Guarantor  would
constitute or result in a violation of any applicable  fraudulent  conveyance or
similar law of any relevant jurisdiction,  the liability of such Guarantor under
its Note Guarantee shall be reduced to the maximum amount permissible under such
fraudu lent conveyance or similar law.

     No past,  present or future director,  officer,  employee,  agent,  incorpo
rator,  stockholder or agent of any Guarantor, as such, shall have any liability
for any  obligations of the Company or any Guarantor  under the Notes,  any Note
Guarantee,  Indenture,  any  supplemental  Indenture  delivered  pursuant to the
Indenture by such Guarantor or any Note  Guarantees,  or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability.


     This Note Guarantee shall be binding upon each Guarantor and its successors
and assigns and shall inure to the benefit of the  successors and assigns of the
Trustee and the  Holders  and, in the event of any  transfer  or  assignment  of
rights by the Holder or the Trustee,  the rights and privileges herein conferred
upon that party shall  automatically  extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

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     This Note Guarantee  shall not be valid or obligatory for any purpose until
the certificate of  authentication on the Note upon which this Note Guarantee is
noted  have been  executed  by the  Trustee  under the  Indenture  by the manual
signature of one of its authorized officers.  Capitalized terms used herein have
the meaning assigned to them in the Indenture.


                                    Bright Personal Communications Services, LLC



                                    By:  /s/ William A. McKell
                                       -----------------------------------------
                                       Name:    William A. McKell
                                              ----------------------------------
                                       Title:   President
                                              ----------------------------------
Dated as of September 26, 2000