Sprint Spectrum
                           Trademark And Service Mark
                                License Agreement

                                     BETWEEN

                              Sprint Spectrum L.P.

                                       AND

                                Horizon Personal
                              Communications, Inc.









                                  June 8, 1998

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              Sprint Spectrum Properietary Information - RESTRICTED

                          SPRINT SPECTRUM TRADEMARK AND
                         SERVICE MARK LICENSE AGREEMENT

     THIS  AGREEMENT  is made as of the 8th day of June,  1998,  by and  between
Sprint Spectrum L.P., a Delaware limited partnership,  as licensor ("Licensor"),
and  Horizon  Personal  Communications,  Inc. an Ohio  corporation,  as licensee
("Licensee").  The  definitions for this agreement are set forth on the attached
"Schedule of Definitions."

                                    RECITALS:

     WHEREAS,  Licensor is the owner of the U.S.  trademarks  and service  marks
"THE CLEAR  ALTERNATIVE TO CELLULAR" and  "EXPERIENCE  THE CLEAR  ALTERNATIVE TO
CELLULAR TODAY" and such other marks as may be adopted and established from time
to time and the goodwill of the business symbolized thereby; and

     WHEREAS,  Licensee  desires  to use the  trademarks  and  service  marks in
commerce;

     NOW,  THEREFORE,  the parties,  in consideration  of the mutual  agreements
herein contained and for other good and valuable consideration,  the receipt and
adequacy of which are hereby acknowledged, do hereby agree as follows:

                                    ARTICLE 1
             GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY

     Section 1.1. License.

     (a)  Grant of License. Subject to the terms and conditions hereof, Licensor
          hereby grants to Licensee,  and Licensee hereby accepts from Licensor,
          for the  term  of this  agreement,  a  non-transferable,  royalty-free
          license to use the Licensed  Marks solely for and in  connection  with
          the marketing, promotion,  advertisement,  distribution, lease or sale
          of Sprint PCS Products and Services and Premium and Promotional  Items
          in the Service Area.

     (b)  Related Equipment.  The rights granted hereunder to Licensee shall not
          include the right to manufacture  equipment  under the Licensed Marks.
          However,  subject to the terms and conditions hereof,  Licensor hereby
          grants to Licensee, and Licensee hereby accepts from Licensor, for the
          term of this agreement,  a non-transferable,  royalty-free  license to
          market,  promote,  advertise,  distribute and resell and lease Related
          Equipment in connection with the marketing,  promotion,  advertisement
          distribution,  lease or sale by  Licensee of Sprint PCS  Products  and
          Services,  and to furnish services  relating to such Related Equipment
          (including installation, repair and maintenance of Related Equipment),
          under the Licensed Marks.
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                                    ARTICLE 2
                         QUALITY STANDARDS, MAINTENANCE

     Section 2. 1. Maintenance of Quality.

     (a)  Adherence to Qualily Standards. In the course of marketing, promoting,
          advertising, distributing, leasing and selling Sprint PCS Products and
          Services and Premium and  Promotional  Items under the Licensed Marks,
          Licensee  shall  maintain  and  adhere to  standards  of  quality  and
          specifications  that conform to or exceed those quality  standards and
          technical and operational specifications adopted and/or amended in the
          manner  provided below "Quality  Standards") and those imposed by Law.
          Such Quality  Standards are designed to ensure that the quality of the
          Sprint PCS Products and  Services  and Premium and  Promotional  Items
          marketed, promoted, advertised, distributed, leased and sold under the
          Licensed Marks are consistent with the high reputation of the Licensed
          Marks and are in conformity with applicable Laws.

     (b)  Establishment of Quality Standards.  The parties  acknowledge that the
          initial Quality Standards for the Sprint PCS Products and Services and
          Premium and Promotional Items are attached to the Management Agreement
          as Exhibits 4.1, 4.2, 4.3, 7.2, and 8.1. The Quality  Standards  shall
          (i) be consistent with the reputation for quality  associated with the
          Licensed Marks and (ii) be  commensurate  with a high level of quality
          (taking into account Licensee's  fundamental underlying technology and
          standards),  consistent with the level of quality being offered in the
          market for  products  and  services of the same kind as the Sprint PCS
          Products and Services.

     (c)  Changes in Quality  Standards.  In the event that  Licensor  wishes to
          change the Quality  Standards,  it will notify  Licensee in writing of
          such proposed  amendments,  and will afford Licensee a reasonable time
          period in which to adopt such  changes as may be required in order for
          Licensee to conform to the amended Quality Standards.

     Section  2.2.  Rights of  Inspection.  In order to ensure  that the Quality
Standards are maintained, Licensor and its authorized agents and representatives
shall have the right, but not the obligation,  with prior notice to Licensee, to
enter upon the  premises of any office or facility  operated by or for  Licensee
with respect to Sprint PCS  Products  and  Services and Premium and  Promotional
Items at all  reasonable  times,  to inspect,  monitor and test in a  reasonable
manner facilities and equipment used to furnish Sprint PCS Products and Services
and Premium and Promotional Items and, with prior written notice to Licensee, to
inspect the books and records of Licensee in a manner that does not unreasonably
interfere  with the business and affairs of Licensee,  all as they relate to the
compliance with the Quality Standards maintained hereunder.

     Section 2.3. Marking,  Compliance with Trademark Laws. Licensee shall cause
the appropriate designation "(TM)" or "(sm)" or the registration symbol "(R)" to
be placed  adjacent to the Licensed Marks in connection with the use thereof and
to indicate such  additional  information as Licensor shall  reasonably  specify
from time to time  concerning  the license  rights under which Licensee uses the


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Licensed  Marks.  Licensee  shall place the  following  notice on all printed or
electronic  materials on which the Licensed Marks appear: "THE CLEAR ALTERNATIVE
TO CELLULAR",  "EXPERIENCE THE CLEAR  ALTERNATIVE TO CELLULAR  TODAY",  and such
other marks as may be adopted and established  from time to time, are trademarks
and/or service marks of Sprint Spectrum L.P., "used under license" or such other
notice as Licensor may specify from time to time.

     Section 2.4.  Other Use  Restrictions.  Licensee shall not use the Licensed
Marks in any  manner  that  would  reflect  adversely  on the  image of  quality
symbolized by the Licensed Marks.

                                    ARTICLE 3
                            CONFIDENTIAL INFORMATION

     Section 3. 1. Maintenance of Confidentiality. Each of Licensor and Licensee
and their  respective  Controlled  Related  Parties (each a "Restricted  Party")
shall cause their respective  officers and directors (in their capacity as such)
to, and shall take all reasonable measures to cause their respective  employees,
attorneys, accountants, consultants and other agents and advisors (collectively,
and together with their  respective  officers and directors,  "Agents") to, keep
secret  and  maintain  in  confidence  the  terms  of  this  agreement  and  all
confidential  and  proprietary  information  and data of the other  party or its
Related  Parties  disclosed  to it  (in  each  case,  a  "Receiving  Party")  in
connection  with the  performance of its  obligations  under this agreement (the
"Confidential  Information")  and shall not,  and shall cause  their  respective
officers and directors not to, and shall take all  reasonable  measures to cause
their respective other Agents not to, disclose  Confidential  Information to any
Person  other than the  parties,  their  Controlled  Related  Parties  and their
respective  Agents that need to know such Confidential  Information.  Each party
further  agrees  that it  shall  not use the  Confidential  Information  for any
purpose other than determining and performing its obligations and exercising its
rights  under this  agreement.  Each party  shall take all  reasonable  measures
necessary to prevent any unauthorized disclosure of the Confidential Information
by any of their respective Controlled Related Parties or any of their respective
Agents.  The  measures  taken  by a  Restricted  Party to  protect  Confidential
Information shall be not deemed  unreasonable if the measures taken are at least
as  strong  as the  measures  taken  by the  disclosing  party to  protect  such
Confidential Information.

     Section  3.2.  Permitted  Disclosures.  Nothing  herein  shall  prevent any
Restricted  Party or its Agents  from  using,  disclosing,  or  authorizing  the
disclosure of Confidential Information it receives and which:

     (i)  has been published or is in the public domain,  or which  subsequently
          comes into the public domain, through no fault of the receiving party;

     (ii) prior  to  receipt   hereunder  was  property  within  the  legitimate
          possession of the Receiving Party or,  subsequent to receipt hereunder
          is lawfully  received from a third party having rights therein without
          restriction of the third party's right to disseminate the Confidential
          Information and without notice of any restriction  against its further


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          disclosure.

     (iii)is independently  developed by the Receiving Party through Persons who
          have not had, either directly or indirectly, access to or knowledge of
          such Confidential Information;

     (iv) is disclosed  to a third party with the written  approval of the party
          originally   disclosing   such   information,   provided   that   such
          Confidential   Information   shall  cease  to  be   confidential   and
          proprietary  information  covered by this agreement only to the extent
          of the disclosure so consented to;

     (v)  subject to the Receiving Party's compliance with Section 3.4 below, is
          required  to  be  produced   under  order  of  a  court  of  competent
          jurisdiction or other similar  requirements of a governmental  agency,
          provided that such Confidential Information to the extent covered by a
          protective  order or its  equivalent  shall  otherwise  continue to be
          Confidential  Information required to be held confidential for purpose
          of this agreement; or

     (vi) subject to the Receiving Party's compliance with Section 3.4 below, is
          required to be  disclosed  by  applicable  Law or a stock  exchange or
          association  on which such Receiving  Party's  securities (or those of
          its Related Party) are listed.

     Section 3.3. Financial  Institutions.  Notwithstanding  this Article 3, any
party may provide  Confidential  Information  to any  financial  institution  in
connection with borrowings from such financial  institution by such party or any
of its Controlled Related Parties,  so long as prior to any such disclosure such
financial  institution  executes  a  confidentiality   agreement  that  provides
protection  substantially  equivalent to the protection  provided the parties in
this Article 3.

     Section 3.4.  Procedures.  In the event that any  Receiving  Party (i) must
disclose Confidential  Information in order to comply with applicable Law or the
requirements of a stock exchange or association on which such Receiving  Party's
securities  or those of its Related  Parties are listed or (ii) becomes  legally
compelled  (by oral  questions,  interrogatories,  requests for  information  or
documents,  subpoenas,  civil investigative demand or otherwise) to disclose any
Confidential Information, the Receiving Party shall provide the disclosing party
with prompt  written  notice so that in the case of clause (i),  the  disclosing
party can work with the Receiving  Party to limit the disclosure to the greatest
extent possible consistent with legal obligations or in the case of clause (ii),
the disclosing party may seek a protective order or other appropriate  remedy or
waive compliance with the provisions of this agreement.  In the case of a clause
(ii),  (A) if the  disclosing  party is unable to obtain a  protective  order or
other appropriate  remedy, or if the disclosing party so directs,  the Receiving
Party  shall,  and shall  cause its  employees  to,  exercise  all  commercially
reasonable  efforts to obtain a protective order or other appropriate  remedy at
the  disclosing  party's  reasonable  expense,  and (B)  failing  the entry of a
protective order or other  appropriate  remedy or receipt of a waiver hereunder,
the  Receiving  Party  shall  furnish  only  that  portion  of the  Confidential
Information which it is advised by opinion of its counsel is legally required to


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be furnished and shall exercise all  commercially  reasonable  efforts to obtain
reliable   assurance  that   confidential   treatment  shall  be  accorded  such
Confidential Information, it being understood that such reasonable efforts shall
be  at  the  cost  and  expense  of  the  disclosing  party  whose  Confidential
Information has been sought.

     Section 3.5. Survival.  The obligations under this Article 3 shall survive,
as to any party,  until two (2) years  following the date of termination of this
agreement  and,  as to any  Controlled  Related  Party  of a  party,  until  two
(2).years  following the earlier to occur of (A) the date that such Person is no
longer a Controlled Related Party of a party, or (B) the date of the termination
of this agreement;  provided that such obligations  shall continue  indefinitely
with respect to any trade secret or similar  information which is proprietary to
a party  or its  Controlled  Related  Parties  and  provides  such  party or its
Controlled Related Parties with an advantage over its competitors.

                                    ARTICLE 4
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE

     Section  4.1.  Licensor's  Ownership.   Licensee  acknowledges   Licensor's
exclusive  right,   title  and  interest  in  and  to  the  Licensed  Marks  and
acknowledges  that  nothing  herein shall be construed to accord to Licensee any
rights in the Service Area in the Licensed  Marks except as expressly  provided,
herein.  Licensee  acknowledges that its use in the Service Area of the Licensed
Marks shall not create in Licensee  any right,  title or interest in the Service
Area in the Licensed  Marks and that all use in the Service Area of the Licensed
Marks and the goodwill symbolized by and connected with such use of the Licensed
Marks will inure solely to the benefit of the Licensor.

     Section 4.2. No Challenge by Licensee. Licensee covenants that (i) Licensee
will not at any time  challenge  Licensor's  rights,  title or  interest  in the
Licensed  Marks  (other than to assert the specific  rights  granted to Licensee
under this agreement),  (ii) Licensee will not do or cause to be done or omit to
do anything, the doing, causing or omitting of which would contest or in any way
impair or tend to impair the rights of Licensor in the Licensed Marks, and (iii)
Licensee  will not  represent to any third party that Licensee has any ownership
or rights in the Service Area with respect to the Licensed  Marks other than the
specific rights conferred by this agreement.

                                    ARTICLE 5
              REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

     Section 5. 1. Title to the Licensed Marks. Licensor represents and warrants
that:

     (a)  Licensor  has good  title to the  Licensed  Marks and has the right to
          grant the licenses provided for hereunder in accordance with the terms
          and  conditions  hereof,  free  of any  liabilities,  charges,  liens,
          pledges, mortgages,  restrictions, adverse claims, security interests,
          rights  of  others,  and  encumbrances  of  any  kind   (collectively,


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          "Encumbrances"),  other than  Encumbrances  which will not restrict or
          interfere in any material respect with the exercise by Licensee of the
          rights granted to Licensee hereunder.

     (b)  There is no claim, action,  proceeding or other litigation pending or,
          to the  knowledge of Licensor,  threatened  with respect to Licensor's
          ownership of the  Licensed  Marks or which,  if adversely  determined,
          would restrict or otherwise interfere in any material respect with the
          exercise by Licensee of the rights purported to be granted to Licensee
          hereunder.

     Except as expressly  provided above in this Section 5.1,  Licensor makes no
representation or warranty of any kind or nature whether express or implied with
respect to the Licensed Marks (including  freedom from third party  infringement
of the Licensed Marks).

     The  representations  and warranties provided for in this Section 5.1 shall
survive the execution and delivery of this agreement.

     Section 5.2. Other  Licensees.  In the event  Licensor  grants to any third
party any licenses or rights with respect to the Licensed Marks,  Licensor shall
not,  in  connection  with the grant of any such  license  or  rights,  take any
actions,  or suffer any omission  that would  adversely  affect the existence or
validity of the Licensed  Marks or conflict with the rights  granted to Licensee
hereunder.

     Section 5.3.  Abandonment.  Licensor  covenants and agrees that, during the
term of this agreement, it will not abandon the Licensed Marks.

                                    ARTICLE 6
                 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

     Section 6. 1. Representations and Warranties.  Each party hereby represents
and warrants to the other party as follows:

     (a)  Due Incorporation or Formation, Authorization of Agreement. Such party
          is a corporation  duly  organized,  a limited  liability  company duly
          organized or a  partnership  duly  formed,  validly  existing  and, if
          applicable, in good standing under the laws of the jurisdiction of its
          incorporation   or  formation  and  has  the  corporate,   company  or
          partnership  power and  authority to own its property and carry on its
          business   as  owned  and  carried  on  at  the  date  hereof  and  as
          contemplated  hereby.  Such party is duly  licensed or qualified to do
          business  and,  if  applicable,  is in  good  standing  in each of the
          jurisdictions  in which the  failure to be so  licensed  or  qualified
          would have a material adverse effect on its financial condition or its
          ability  to  perform  its  obligations  hereunder.  Such party has the
          corporate,  company or partnership  power and authority to execute and
          deliver this  agreement and to perform its  obligations  hereunder and
          the  execution,  delivery and  performance of this agreement have been
          duly  authorized by all necessary  corporate,  company or  partnership


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          action.  Assuming  the due  execution  and delivery by the other party
          hereto,  this  agreement  constitutes  the  legal,  valid and  binding
          obligation of such party enforceable  against such party in accordance
          with its terms,  subject  as to  enforceability  to limits  imposed by
          bankruptcy,  insolvency or similar laws  affecting  creditors'  rights
          generally and the availability of equitable remedies.

     (b)  No Conflict  with  Restrictions;  No Default.  Neither the  execution,
          delivery and  performance  of this agreement nor the  consummation  by
          such party of the transactions  contemplated  hereby (i) will conflict
          with, violate or result in a breach of any of the terms, conditions or
          provisions of any law, regulation,  order, writ,  injunction,  decree,
          determination  or award of any  court,  any  governmental  department,
          board,  agency  or  instrumentality,   domestic  or  foreign,  or  any
          arbitrator,  applicable to such party or any of its Controlled Related
          Parties,  (ii) will conflict with,  violate,  result in a breach of or
          constitute a default under any of the terms,  conditions or provisions
          of  the  articles  of  incorporation,   articles  of  organization  or
          certificate  of  formation,  bylaws,  operating  agreement  or limited
          liability company agreement, or partnership agreement of such party or
          any of its Controlled  Related Parties or of any material agreement or
          instrument  to  which  such  party  or any of its  Controlled  Related
          Parties  is a party or by which  such  party or any of its  Controlled
          Related  Parties  is or may be bound or to which  any of its  material
          properties  or  assets  is  subject  (other  than any  such  conflict,
          violation, breach or default that has been validly and unconditionally
          waived),  (iii) will conflict  with,  violate,  result in a breach of,
          constitute a default  under  (whether  with notice or lapse of time or
          both),  accelerate  or  permit  the  acceleration  of the  performance
          required  by,  give to  others  any  material  interests  or rights or
          require any consent,  authorization  or approval  under any indenture,
          mortgage,  lease agreement or instrument to which such party or any of
          its  Controlled  Related  Parties is a party or by which such party or
          any of its Controlled Related Parties is or may be bound, or (iv) will
          result  in the  creation  or  imposition  of any lien  upon any of the
          material  properties or assets of such party or any of its  Controlled
          Related  Parties,  which in any such case could reasonably be expected
          to materially  impair such party's  ability to perform its obligations
          under  this  agreement  or to have a  material  adverse  effect on the
          consolidated financial condition of each party or its Parent.

     (c)  Governmental Authorizations.  Any registration,  declaration or filing
          with, or consent, approval,  license, permit or other authorization or
          order by,  any  governmental  or  regulatory  authority,  domestic  or
          foreign,  that is required to be obtained by such party in  connection
          with the valid execution, delivery, acceptance and performance by such
          party under this  agreement or the  consummation  by such party of any
          transaction contemplated hereby has been completed,  made or obtained,
          as the case may be.

     (d)  Litigation. There are no actions, suits, proceedings or investigations
          pending  or, to the  knowledge  of such party,  threatened  against or
          affecting such party or any of its Controlled  Related  Parties or any


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          of their properties, assets or businesses in any court or before or by
          any  governmental   department,   board,  agency  or  instrumentality,
          domestic or foreign,  or any  arbitrator  which  could,  if  adversely
          determined  (or,  in the case of an  investigation  could  lead to any
          action,  suit or  proceeding,  which if adversely  determined  could),
          reasonably  be expected to materially  impair such party's  ability to
          perform its  obligations  under this  agreement  or to have a material
          adverse effect on the consolidated  financial  condition of such party
          or its parent; and such party or any of its Controlled Related Parties
          has not received any currently  effective  notice of any default,  and
          such party or any of its Controlled Related Parties is not in default,
          under  any  applicable  order,  writ,   injunction,   decree,  permit,
          determination  or award of any  court,  any  governmental  department,
          board,  agency  or  instrumentality,   domestic  or  foreign,  or  any
          arbitrator,  which default could  reasonably be expected to materially
          impair  such  party's  ability to perform its  obligations  under this
          agreement  or to have a material  adverse  effect on the  consolidated
          financial condition of such party or its Parent.

     Section 6.2.  Survival.  The  representations  and warranties  provided for
under this Article 6 will survive the execution and delivery of this agreement.

                                    ARTICLE 7
                       PROSECUTION OF INFRINGEMENT CLAIMS

     Section 7.1.  Notice and  Prosecution of  Infringement.  Licensee agrees to
notify  Licensor  promptly,  in writing,  of any alleged,  actual or  threatened
infringement  of any of the  Licensed  Marks  within the  Service  Area of which
Licensee becomes aware.  Licensor has the sole right to determine whether or not
to take any action on such infringements.  Licensor has the sole right to employ
counsel  of  its  choosing  and to  direct  any  litigation  and  settlement  of
infringement  actions. Any recoveries,  damages and costs recovered through such
proceedings shall belong  exclusively to Licensor,  and Licensor shall be solely
responsible for all costs and expenses  (including attorney fees) of prosecuting
such actions.  Licensee agrees to provide Licensor with all reasonably requested
assistance in connection with such proceedings.

                                    ARTICLE 8
                LICENSEE DEFENSE AND INDEMNIFICATION OF LICENSOR

     Section 8. 1.  Indemnification.  (a) Each party hereby  agrees to indemnify
the other party against and agrees to hold it harmless from any Loss incurred or
suffered by such other party arising out of or in connection with:

     (i)  the material  breach of any  representation  or warranty  made by such
          party in this agreement; and

     (ii) the  material  breach  of any  covenant  or  agreement  by such  party
          contained in this agreement.



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     (b)  In addition to the  indemnification  provided  for in Section 8.1 (a),
          Licensee  agrees to  indemnify  Licensor  against and hold it harmless
          from any Loss  suffered or  incurred  by  Licensor  or its  Controlled
          Related  Parties by reason of a third  party  claim  arising out of or
          relating to (i) the use of the Licensed Marks by Licensee; or (ii) the
          marketing, promotion,  advertisement,  distribution,  lease or sale by
          Licensee (or any permitted  sublicensee) or by any additional Licensee
          (or  any  permitted  sublicensee)  of  any  Sprint  PCS  Products  and
          Services, Related Equipment or Premium and Promotional Items under the
          Licensed  Marks  pursuant  to  this  agreement,  including  unfair  or
          fraudulent  advertising claims,  warranty claims and product defect or
          liability claims,  pertaining to the Sprint PCS Products and Services,
          Related  Equipment or Premium and Promotional  Items.  Notwithstanding
          the foregoing,  Licensee will not be required under this paragraph (b)
          to indemnify  any Loss  arising  solely out of  Licensee's  use of the
          Licensed  Marks in  compliance  with the  terms of the  Trademark  and
          Service Mark Usage  Guidelines;  provided that Licensor  shall have no
          obligation to indemnify for  third-party  claims alleged to arise from
          the specifics of uses of third-party  trademarks or service marks,  or
          the  specifics of claims made, in marketing  materials  prepared by or
          for  Licensee,  which  marketing  materials  have not been approved by
          Licensor prior to the publication out of which such claims are alleged
          to have arisen.

                                    ARTICLE 9
                               OBLIGATIONS/SETOFF

     Section  9.1.  Obligations/Setoff.  The  obligations  of the parties as set
forth in this agreement shall be unconditional and irrevocable, and shall not be
subject to any defense or be released,  discharged or otherwise  affected by any
matter,  including  impossibility,  illegality,  impracticality,  frustration of
purpose,  force majeure, act of government,  the bankruptcy or insolvency of any
party  hereto,  and the  obligations  of each party  shall not be subject to any
right of setoff or recoupment which such party may not or hereafter have against
the other party.

                                   ARTICLE 10
                       LIMITATION ON USE OF LICENSED MARKS

     Section 10.1.  Restrictions  on Use.  Licensee is not permitted to make any
use of the Licensed Marks in connection with products or services other than the
Sprint PCS Products and  Services,  and as  specifically  authorized in Sections
1.1(b)  above with  respect to Related  Equipment  and Premium  and  Promotional
Items, nor to make any use of the Licensed Marks directed outside of the Service
Area.

     Section  10.2  Adherence to  Trademark  and Service Mark Usage  Guidelines.
Licensee  agrees to comply with and adhere to  Trademark  and Service Mark Usage
Guidelines for the depiction or presentation of the Licensed Marks, as furnished
by Licensor. Prior to Licensee depicting or presenting any of the Licensed Marks
on any type of marketing,  advertising or promotional materials, Licensee agrees
to submit  samples of such  materials to Licensor for approval.  Licensor  shall


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have  fourteen  (14) days from the date  Licensor  receives  such  materials  to
approve or object to any such materials submitted to Licensor for review. In the
event Licensor does not object to such  materials  within such fourteen (14) day
period,  such  materials  shall be  deemed  approved  by  Licensor.  Thereafter,
Licensee  shall not be  obligated  to submit to Licensor  materials  prepared in
accordance  with the samples  previously  approved by Licensor and the Trademark
and Service Mark Usage  Guidelines;  provided,  however,  Licensee shall, at the
reasonable  request of Licensor,  continue to furnish samples of such marketing,
advertising and  promotional  materials to Licensor from time to time during the
term hereof at the request of Licensor.

     Section 10.3. Use of Similar Trademarks and Service Marks.  Licensee agrees
not to use (a) any trademark or service mark which is confusingly similar to, or
a colorable  imitation of, the Licensed  Marks or any part  thereof,  or (b) any
work, symbol,  character, or set of words, symbols, or characters,  which in any
language would be identified as the equivalent of the Licensed Marks or that are
otherwise  confusingly  similar to, or a colorable  imitation  of, the  Licensed
Marks,  whether  during  the term of this  agreement  or at any  time  following
termination  of this  agreement.  Licensee  shall  not  knowingly  engage in any
conduct which may place the Sprint PCS Products and Services, the Licensed Marks
or Licensor in a negative light or context.

     Section  10.4.  Services  of  Public  Figures.  Licensee  agrees  to obtain
Licensor's  prior written  approval  (which  approval  will not be  unreasonably
withheld)  before  engaging  the  services of any  celebrity  or publicly  known
individual  for  endorsement  of any Sprint PCS Products and Services or Premium
and Promotional Items.

                                   ARTICLE 11
                             CONTROL OF BRAND IMAGE

     Section 11.1 Exclusive Use of Licensed  Marks.  The Sprint PCS Products and
Services shall be marketed by Licensee solely under the Licensed Marks.

     Section 11.2.  Consistency With Brand Image and Principles.  Licensee shall
use the Licensed  Marks in a manner that is consistent  with the brand image and
principles  established by Licensor, and mechanics to ensure consistency will be
included in the Marketing Communications Guidelines.

     Section 11.3  Management of Brand Image.  Licensor shall be responsible for
the  overall  management  of  the  brand  image  for  the  Licensed  Marks.  All
advertising,  marketing  and  promotional  materials  using the  Licensed  Marks
prepared by Licensee  shall,  in addition to the provisions set forth in Section
11.2 above, comply with the Marketing Communications  Guidelines to be furnished
by  Licensor  to Licensee as such  Marketing  Communications  Guidelines  may be
amended and updated by Licensor from time to time. Such Marketing Communications
Guidelines  shall  establish  reasonable   principles  to  be  followed  in  the
development  of  advertising,  marketing and  promotional  campaigns in order to
ensure a consistent and coherent  brand image.  All  advertising,  marketing and


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<PAGE>

promotional  campaigns  conducted  by Licensee  shall be  conducted  in a manner
consistent with the Marketing Communications Guidelines.

     Section 11.4. Advertising Agencies, Promotions. Licensee may select its own
advertising   agencies  for  development  of  its  advertising  and  promotional
campaigns;  provided,  however,  that all media  buys  shall be  coordinated  by
Licensee with the buying agency of Licensor. Licensee and Licensor shall conduct
ongoing reviews of upcoming advertising,  marketing and promotional campaigns of
each  party and shall use good  faith  efforts to  coordinate  their  respective
campaigns  in a  manner  that  will  maximize  the  advertising,  marketing  and
promotional  efforts  of  the  parties  and be  consistent  with  the  Marketing
Communications   Guidelines.   Licensee  shall  not  initiate  any  products  or
promotions  under names which are  confusingly  similar to any names of national
product  offerings or  promotions by Licensor.  Neither  Licensor nor any of its
Controlled Related Parties shall initiate any products or promotions under names
which are  confusingly  similar to any names of national  product  offerings  or
promotions  by  Licensee.  In  addition,  Licensor  will  use  its  commercially
reasonable  efforts to ensure that no third party  licensee  under the  Licensed
Marks initiates any products or promotions in the Service Area under names which
are confusingly similar to any names of national product offerings or promotions
by Licensee.

     Section 11.5 Ownership of  Advertising  Materials.  All agreements  entered
into by Licensee with advertising agencies shall provide that Licensor shall own
all advertising materials (including concepts,  themes, characters and the like)
created or developed  thereunder.  Subject to the terms and conditions set forth
herein, Licensee shall receive a perpetual, non-exclusive,  royalty-free license
to use such materials in connection with  advertising and promotional  materials
developed by Licensee;  provided,  however,  that the rights  granted under such
perpetual license shall be limited solely to the use of such materials and shall
not extend the term of the license with respect to the Licensed  Marks  provided
for hereunder.

                                   ARTICLE 12
                             RELATIONSHIP OF PARTIES

     Section 12. 1. Relationship of Parties.  It is the express intention of the
parties  that  Licensee  is  and  shall  be an  independent  contractor  and  no
partnership  shall exist between  Licensee and Licensor  pursuant  hereto.  This
agreement   shall  not  be  construed  to  make  Licensee  the  agent  or  legal
representative  of Licensor  for any  purpose  whatsoever  (except as  expressly
provided  in  Articles  7 and 8),  and  Licensee  is not  granted  any  right or
authority to assume or create any obligations  for, on behalf of, or in the name
of Licensor (except as expressly provided in Articles 7 and 8). Licensee agrees,
and shall require its permitted  sublicensees to agree, not to incur or contract
any debt or  obligation  on behalf of  Licensor,  o r commit  any act,  make any
representation,  or advertise in any manner that may adversely  affect any right
of  Licensor  in or with  respect to the  Licensed  Marks or be  detrimental  to
Licensor's image.

                                   ARTICLE 13
                    TERM; TERMINATION; EFFECTS OF TERMINATION



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<PAGE>

     Section 13.1.  Term. This agreement  commences on the date of execution and
continues until the Management Agreement  terminates,  unless earlier terminated
in  accordance  with the terms  set forth in this  Article  13.  This  agreement
automatically terminates upon termination of the Management Agreement.

     Section 13.2.  Events of Termination.  If any of the following events shall
occur with respect to Licensee,  each such occurrence  shall be deemed an "Event
of Termination":

     (a)  Bankruptcy. The occurrence of a "Bankruptcy" with respect to Licensee.

     (b)  Breach of Agreements. Licensee fails to perform in accordance with any
          of the material terms and conditions  contained herein in any material
          respect.

     (c)  Material    Misrepresentation.    Licensee   breaches   any   material
          representation  or warranty of Licensee made in Section 4.2 or Article
          6 in any material respect.

     (d)  Termination of Management Agreement. The termination of the Management
          Agreement, for whatever reason.

     Section  13.3.  Licensor's  Right to Terminate  Upon Event of  Termination.
Licensor  may, at its option,  without  prejudice  to any other  remedies it may
have,  terminate this agreement by giving written notice of such  termination to
Licensee  as  follows:  (a)  immediately,  upon the  occurrence  of any Event of
Termination  pursuant to Section 13.2(a) with respect to Licensee;  or (b) after
the  expiration of thirty (30) days from  Licensee's  receipt of written  notice
from Licensor of the occurrence of any Event of Termination pursuant to Sections
13.2(b) or 13.2(c),  if such failure to perform or breach is then still uncured;
or (c)  immediately  upon the  repeated or  continuing  occurrence  of Events of
Termination  pursuant to Section 13.2(b)  (regardless of whether such continuing
failures to perform or breaches have been cured by Licensee in  accordance  with
the provisions of clause (b) or this Section 13.3); or (d) immediately  upon the
occurrence of a termination pursuant to Section 13.2(d).

     Section 13.4  Licensee's  right to Terminate.  Licensee may, at its option,
without prejudice to any other remedies it may have, terminate this agreement by
giving  written  notice  of  such  termination  to  Licensor  as  follows:   (a)
immediately, in the event that Licensor abandons the Licensed Marks or otherwise
ceases to support the Licensed Marks in Licensor's business;  or (b) immediately
in the event of the occurrence of a Bankruptcy with respect to Licensor;  or (c)
immediately  in the event of an  occurrence of  termination  pursuant to Section
13.2(d).

     Section  13.5.  Effects  of  Termination.  Upon  the  termination  of  this
agreement for any reason, all rights of Licensee in and to the Licensed Marks in
the Service Area shall cease within thirty (30) days following the date on which
this agreement terminates (except in the case of a termination resulting from an
Event of  Termination  described in Section  13.2(b),  (c) or (d), in which case
such rights to use the Licensed Marks will terminate  immediately  upon the date
of termination);  provided, however, that Licensee may thereafter sell, transfer
or otherwise  dispose of any Related Equipment and Premium and Promotional Items


                                       12
<PAGE>

that are then in  Licensee's  inventory  (or which  Licensee has purchased or is
then legally  obligated to purchase) for an additional  reasonable period not to
exceed three (3) months.  Licensee's  right of disposal  under this Section 13.5
shall not prohibit  Licensor from granting to third parties  during the disposal
period  licenses.  and other  rights with  respect to the  Licensed  Marks.  The
provisions  of Articles 3, 4, 5, 6 and 8 will  survive any  termination  of this
agreement.

                                   ARTICLE 14
                            ASSIGNMENT; SUBLICENSING

     Section 14.1. Licensee Right to Assign. Licensee, without the prior written
consent of Licensor (in its sole discretion),  shall have no right to assign any
of its rights or obligations hereunder.

     Section 14.2.  Licensor Right to Assign the Licensed Marks.  Nothing herein
shall be  construed to limit the right of the Licensor to transfer or assign its
interests in the Licensed Marks,  subject to the agreement of the assignee to be
bound by the terms and conditions of this agreement.

     Section 14.3. Licenses to Additional  Licensees,  Sublicenses,  Licenses to
Additional  Licensees.  Licensee shall not sublicense (or attempt to sublicense)
any of its rights  hereunder  without the prior written consent of Licensor,  in
the sole discretion of Licensor.

                                   ARTICLE 15
                                  MISCELLANEOUS

     Section  15.1.  Notices.  Any notice,  payment,  demand,  or  communication
required or permitted to be given by any provision of this agreement shall be in
writing and mailed  (certified  or  registered  mail,  postage  prepaid,  return
receipt requested) or sent by hand or overnight  courier,  or by facsimile (with
acknowledgment  received),  charges  prepaid and  addressed  as described on the
Notice Address Schedule  attached to the Master Signature Page, or to such other
address or number as such party may from time to time specify by written  notice
to the other party in accordance  with the  provisions of this Section 15.1. All
notices  and  other  communications  given  to a party  in  accordance  with the
provisions of this agreement shall be deemed to have been given and received (i)
four (4) Business Days after the same are sent by certified or registered  mail,
postage  prepaid,  return  receipt  requested,  (ii) when  delivered  by hand or
transmitted  by facsimile  (with  acknowledgment  received and, in the case of a
facsimile  only,  a copy of such notice is sent no later than the next  Business
Day by a reliable overnight courier service,  with acknowledgment of receipt) or
(iii)  one (1)  Business  Day after  the same are sent by a  reliable  overnight
courier service, with acknowledgment of receipt.

     Section  15.2.  Binding  Effect.  Except  as  otherwise  provided  in  this
agreement,  this agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, transferees, and assigns.



                                       13
<PAGE>

     Section  15.3.  Construction.  This  agreement  shall be  construed  simply
according to its fair meaning and not strictly for or against any party.

     Section 15.4. Time. Time is of the essence with respect to this agreement.

     Section  15.5.  Table of  Contents;  Headings.  The table of  contents  and
section  and  other  headings  contained  in this  agreement  are for  reference
purposes only and are not intended to describe,  interpret,  define or limit the
scope, extent or intent of this agreement.

     Section 15.6.  Severability.  Every provision of this agreement is intended
to be  severable.  If any  term or  provision  hereof  is  illegal,  invalid  or
unenforceable for any reason whatsoever, that term or provision will be enforced
to the maximum extent permissible so as to effect the intent of the parties, and
such illegality, invalidity or unenforceability shall not affect the validity or
legality of the remainder of this  agreement.  If necessary to effect the intent
of the parties, the parties will negotiate in good faith to amend this agreement
to replace the unenforceable language with enforceable language which as closely
as possible reflects such intent.

     Section 15.7.  Further Action.  Each party, upon the reasonable  request of
the other party,  agrees to perform all further  acts and execute,  acknowledge,
and deliver any documents  which may be reasonably  necessary,  appropriate,  or
desirable to carry out the intent and purposes of this agreement.

     Section  15.8.  Governing  Law. The internal  laws of the State of Missouri
(without  regard to  principles of conflict of law) shall govern the validity of
this agreement,  the  construction of its terms, and the  interpretation  of the
rights and duties of the parties.

     Section l5.9. Specific Performance.  Each party agrees with the other party
that the other party would be  irreparably  damaged if any of the  provisions of
this  agreement are not performed in accordance  with their  specific  terms and
that  monetary  damages  would not  provide an  adequate  remedy in such  event.
Accordingly, in addition to any other remedy to which the nonbreaching party may
be entitled,  at law or in equity,  the nonbreaching  party shall be entitled to
injunctive  relief to prevent  breaches of this  agreement and  specifically  to
enforce the terms and provisions hereof.

     Section 15.10. Entire Agreement. The provisions of this agreement set forth
the entire  agreement  and  understanding  between the parties as to the subject
matter  hereof and supersede all prior  agreements,  oral or written,  and other
communications between the parties relating to the subject matter hereof.

     Section 15.11.  Limitation on Rights of Others.  Nothing in this agreement,
whether express or implied,  shall be construed to give any party other than the
parties  any legal or  equitable  right,  remedy or claim under or in respect of
this agreement.



                                       14
<PAGE>

     Section  15.12.  Waivers,  Remedies.  The  observance  of any  term of this
agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party or parties entitled to enforce such
term,  but any such waiver shall be effective  only if in writing  signed by the
party or  parties  against  which  such  waiver  is to be  asserted.  Except  as
otherwise  provided  herein,  no failure or delay of any party in exercising any
power or right under this agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance  of steps to  enforce  such  right or power,  preclude  any other
further exercise thereof or the exercise of any other right or power.

     Section 15.13. Jurisdiction, Consent to Service of Process.

     (a)  Each party hereby irrevocably and unconditionally  submits, for itself
          and its property,  to the  nonexclusive  jurisdiction  of any Missouri
          State court  sitting in the County of Jackson or any Federal  court of
          the  United  States of  America  sitting in the  Western  District  of
          Missouri,  and any  appellate  court from any such court,  in any suit
          action or proceeding arising out of or relating to this agreement,  or
          for recognition or enforcement of any judgment,  and each party hereby
          irrevocably and  unconditionally  agrees that all claims in respect of
          any such suit,  action or  proceeding  may be heard and  determined in
          such Missouri State Court or, to the extent  permitted by law, in such
          Federal court.

     (b)  Each party  hereby  irrevocably  and  unconditionally  waives,  to the
          fullest extent it may legally do so, any objection which it may now or
          hereafter  have  to the  laying  of  venue  of  any  suit,  action  or
          proceeding  arising out of or relating to this  agreement  in Missouri
          State  court  sitting in the County of  Jackson or any  Federal  court
          sitting  in the  Western  District  of  Missouri.  Each  party  hereby
          irrevocably  waives,  to the  fullest  extent  permitted  by law,  the
          defense  of an  inconvenient  forum to the  maintenance  of such suit,
          action or proceeding in any such court and further waives the right to
          object,  with respect to such suit,  action or  proceeding,  that such
          court does not have jurisdiction over such party.

     (c)  Each party  irrevocably  consents  to service of process in the manner
          provided  for the  giving  of  notices  pursuant  to  this  agreement,
          provided  that such  service  shall be deemed to have been  given only
          when actually received by such party.  Nothing in this agreement shall
          affect  the  right of a party  to  serve  process  in  another  manner
          permitted by law.

     Section  15.14.  Waiver of Jury Trial.  Each party  waives,  to the fullest
extent  permitted by applicable law, any right it may have to a trial by jury in
respect of any  action,  suit or  proceeding  arising out of or relating to this
agreement.

     Section  15.15.  Consents.  Whenever  this  agreement  requires  or permits
consent by or on behalf of a party,  such consent shall be given in writing in a
manner  consistent with the requirements for a waiver of compliance as set forth
in Section 15.13,  with  appropriate  notice in accordance  with Section 15.1 of
this agreement.



                                       15
<PAGE>

     Section  15.16.  Master  Signature  Page.  Each party  agrees  that it will
execute the Master  Signature  Page that  evidences  such  party's  agreement to
execute,  become a party to and be bound by this  agreement,  which  document in
incorporated herein by this reference.

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