Annex A
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                               Warrant Term Sheet
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Issuer:                    ABBA Wireless
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Number of Warrants:        83,496.546
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Exercise Terms:            The Warrants shall be exercisable at any time from
                           the date of issuance through the Expiration Date.
                           Prior to the Spin-off, each Warrant shall be
                           exercisable into one newly issued share of New
                           ABBA-W Tracking Stock; provided that, in the event
                           of any transfer of the Warrants prior to the
                           Spin-off as permitted below, each Warrant shall
                           automatically become exercisable only for the number
                           of shares of Current ABBA-W Tracking Stock into
                           which the New ABBA-W Tracking stock previously
                           issuable upon exercise of the transferred Warrant
                           was convertible (with the exercise price under the
                           transferred Warrants adjusted as set forth below
                           under "Exercise Price"); and provided, further,
                           that, in the event Dylan elects to convert its
                           shares of New ABBA-W Tracking Stock into Current
                           ABBA-W Tracking Stock, each Warrant then held by
                           Dylan shall automatically become exercisable only
                           for the number of shares of Current ABBA-W Tracking
                           Stock into which the New ABBA-W Tracking stock
                           previously issuable upon exercise of the such
                           Warrant was convertible (with the exercise price
                           under such Warrants adjusted as set forth below
                           under "Exercise Price").


                           Upon the Spin-off, each then outstanding Warrant
                           shall automatically be exchanged for Warrants to
                           purchase a number of shares of ABBA-W Common Stock
                           equal to the number of shares of Current ABBA-W
                           Tracking Stock into which the New ABBA-W Tracking
                           stock previously issuable upon exercise of the
                           Warrant was previously convertible, 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 number of new Warrants and/or
                           the number of shares of ABBA-W Common Stock
                           purchasable under each new Warrant will be adjusted
                           appropriately.)  The exercise price under the new
                           Warrants will be adjusted as set forth below under
                           "Exercise Price."


                           The Warrants shall be exercisable in whole or in
                           part at the holder's option, and will be subject to
                           customary anti-dilution

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                           adjustments.  Such anti-dilution adjustments will
                           include an adjustment so that, in the event the
                           shares of Current ABBA-W Tracking Stock or ABBA-W
                           Common Stock for which the Warrants are exercisable
                           are converted into other securities or consideration,
                           the Warrants will thereafter be exercisable for an
                           amount of such securities or consideration that would
                           have been received by the holder of the number of
                           shares of Current ABBA-W Tracking Stock or ABBA-W
                           Common Stock for which the Warrants were previously
                           exercisable (with the exercise price adjusted
                           appropriately) and the Warrants will otherwise retain
                           the same terms and conditions as were previously in
                           effect.
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ABBA and ABBA-W Covenants: ABBA or ABBA-W, as the case may be, will agree to
                           keep available and reserve for issuance (and ABBA
                           will deliver to ABBA-W as required) such number of
                           shares of New ABBA-W Tracking Stock, Current ABBA-W
                           Tracking Stock and/or ABBA-W Common Stock as are
                           required to provide for the exercise of the Warrants
                           (and for the conversion of New ABBA-W Tracking Stock
                           issuable upon exercise of the Warrants into Current
                           ABBA-W Tracking Stock).
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Exercise Price:            $17,500.00 in cash per share of New ABBA-W Tracking
                           Stock or $35.00 in cash per share of Current ABBA-W
                           Tracking Stock, in each case prior to the Spin-off,
                           or $35.00 in cash per share of ABBA-W Common Stock
                           after the Spin-off (assuming a one-for-one exchange
                           rate between Current ABBA-W Tracking Stock and
                           ABBA-W Common Stock in the Spin-off, with
                           appropriate adjustment if the exchange rate is other
                           than one-for-one), subject to customary
                           anti-dilution adjustments.
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Expiration Date:           5th anniversary of the date of issuance, unless
                           redeemed or repurchased earlier.
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Transferability:           The Warrants shall not be transferable for a period
                           of 18 months following issuance, except upon the
                           occurrence of one of the events set forth in clause
                           (1) or (2) of paragraph 22 of the investment term
                           sheet to which this Annex is attached.  Thereafter,
                           the Warrants shall be transferable in whole or in up
                           to, but no more than, three blocks in a private
                           placement but not in a public offering, provided
                           that the Warrants will not be divided into more than
                           three blocks in the aggregate over the life of the
                           Warrants (and such limitation shall travel with the
                           Warrants).  Any transfer of the Warrants will be
                           subject to the


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                           restrictions set forth in the second paragraph of
                           paragraph 22 of the investment term sheet, which test
                           will be applied as if the transferee had fully
                           exercised the transferred Warrants.

                           A transferee of Warrants shall not receive any of
                           Dylan's rights under the investment term sheet
                           except for registration rights as and to the extent
                           provided for in the last sentence of the first
                           paragraph of paragraph 22 of the investment term
                           sheet.
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Registration Rights:       The Warrants and the shares of New ABBA-W Tracking
                           Stock issuable upon exercise of the Warrants shall
                           not be registrable.  The shares of Current ABBA-W
                           Tracking Stock into which shares of New ABBA-W
                           Tracking Stock issuable upon exercise of the
                           Warrants may be converted (prior to the Spin-off)
                           and the ABBA-W Common Stock issuable upon exercise
                           of the Warrants (after the Spin-off) shall be
                           eligible for inclusion in registrations and sales
                           pursuant to and in accordance with the  registration
                           rights set forth in the investment term sheet,
                           provided that the foregoing shall not alter or
                           enlarge ABBA or ABBA-W's aggregate registration
                           obligations thereunder.
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Repurchase and Redemption: The Warrants shall be subject to repurchase
                           obligations and redemption as set forth in
                           investment term sheet.  Such provisions shall apply
                           only to Warrants continued to be held by Dylan and
                           its subsidiaries and not to any transferred
                           Warrants.
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