<PAGE>

                                                                  EXHIBIT 10.6.1

                                TABLE OF CONTENTS

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                          LICENSE ACQUISITION AGREEMENT

                                     between

                          POLYCELL COMMUNICATIONS, INC.

                                       and

                                ABC WIRELESS, LLC

                          Dated as of February 28, 2000

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                                TABLE OF CONTENTS

ARTICLE I    DEFINITIONS ....................................................  1

ARTICLE II   PURCHASE AND SALE OF LICENSES; PAYMENT OF
             CONSIDERATION; CERTAIN RESTRICTIONS ON TRANSFER ................  4
      2.1    Purchase and Sale of Licenses ..................................  4
      2.2    Payment of Consideration .......................................  4
      2.3    Disposition of Deposit .........................................  5

ARTICLE III  CLOSING ........................................................  5
      3.1    Time and Place of Closing ......................................  5
      3.2    Closing Actions and Deliveries .................................  5
             (1) Assignment of Licenses .....................................  6
             (2) Payment of Funds ...........................................  6
             (3) Assumption of Indebtedness .................................  6
             (4) Other Deliveries ...........................................  6
      3.3    Payment of Transfer Taxes ......................................  6

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF POLYCELL .....................  6
      4.1    Formation, Power and Authority .................................  6
      4.2    Consents; No Conflicts .........................................  7
      4.3    Litigation .....................................................  7
      4.4    Brokers ........................................................  8
      4.5    Polycell License ...............................................  8

ARTICLE V    REPRESENTATIONS AND WARRANTIES OF THE COMPANY ..................  8
      5.1    Organization, Power and Authority ..............................  8
      5.2    Consents; No Conflicts .........................................  9
      5.3    Litigation .....................................................  9
      5.4    FCC Compliance ................................................. 10
      5.5    Brokers ........................................................ l0
      5.6    Financial Condition ............................................ 10
      5.7    Affiliates ..................................................... 10


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                                TABLE OF CONTENTS

ARTICLE VI   COVENANTS ...................................................... 10
      6.1    Consummation of Transaction .................................... 10
      6.2    Confidentiality ................................................ 11
      6.3    Certain Covenants .............................................. 11
      6.4    FCC Filings .................................................... 13
      6.5    Certain Advances for FCC Debt Interest Payments ................ 13
      6.6    Unjust Enrichment .............................................. 14

ARTICLE VII  CLOSING CONDITIONS ............................................. 14
      7.1    Conditions to Obligations of All Parties ....................... 14
      7.2    Conditions to Obligations of the Company ....................... 15
      7.3    Conditions to the Obligations of Polycell ...................... 16

ARTICLE VIII SURVIVAL AND INDEMNIFICATION ................................... 17
      8.1    Survival ....................................................... 17
      8.2    Indemnification by Polycell .................................... 17
      8.3    Indemnification by the Company ................................. 17
      8.4    Procedures ..................................................... 18

ARTICLE IX   TERMINATION .................................................... 19
      9.1    Termination .................................................... 19
      9.2    Effect of Termination .......................................... 20

ARTICLE X    MISCELLANEOUS PROVISIONS ....................................... 20
     10.1    Amendment and Modification ..................................... 20
     10.2    Waiver of Compliance; Consents ................................. 20
     10.3    Notices ........................................................ 21
     10.4    Parties in Interest; Assignment ................................ 22
     10.5    Applicable Law ................................................. 22
     10.6    Counterparts ................................................... 22
     10.7    Interpretation ................................................. 22
     10.8    Entire Agreement ............................................... 22
     10.9    Publicity ...................................................... 22


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                                TABLE OF CONTENTS

     10.10   Specific Performance ........................................... 22
     10.11   Remedies Cumulative ............................................ 23


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                             SCHEDULES AND EXHIBITS

Schedule I   Polycell Licenses
Schedule II  FCC Notes and Security Agreements

Exhibit A    Form of Escrow Agreement
Exhibit B    Form of License Transfer

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                          LICENSE ACQUISITION AGREEMENT

            LICENSE ACQUISITION AGREEMENT, dated as of February 28, 2000,
between POLYCELL COMMUNICATIONS, INC., a Delaware corporation ("Polycell"), and
ABC WIRELESS, LLC, a Delaware limited liability company (the "Company").

            WHEREAS, Polycell has been granted the 10 and 30 MHz PCS licenses
described on Schedule I (each a "Polycell License" and collectively, the
"Polycell Licenses"); and

            WHEREAS, Polycell wishes to sell to the Company, and the Company
wishes to acquire from Polycell, the Polycell Licenses, all on the terms and
subject to the conditions herein set forth.

            NOW, THEREFORE, in consideration of the promises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            As used herein, the following terms have the following meanings
(unless indicated otherwise, all Section and Article references are to Sections
and Articles in this Agreement, and all Schedule and Exhibit references are to
Schedules and Exhibits to this Agreement):

            "Advances" has the meaning set forth in Section 6.5.

            "Affiliate" means, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with that Person. For purposes of this
definition, "control" (including the terms "controlling" and "controlled") means
the power to direct or cause the direction of the management and policies of a
Person, directly or indirectly, whether through the ownership of securities or
partnership or other ownership interests, by contract or otherwise.

            "Cash Closing Payment" has the meaning set forth in Section
2.2(3)(a).

            "Claim" has the meaning set forth in Section 8.4.

            "Closing" has the meaning set forth in Section 3.1.

            "Closing Date" has the meaning set forth in Section 3.1.

            "Company" has the meaning set forth in the preamble.
<PAGE>

            "Confidential Information" means any and all information regarding
the business, finances, operations, products, services and customers of the
Person specified and its Affiliates, in written or oral form or in any other
medium.

            "Consents" means all consents and approvals of Governmental
Authorities or other third parties necessary to authorize, approve or permit the
parties hereto to consummate the Transaction and for the Company to operate its
business after the Closing Date as currently contemplated.

            "Deposit" has the meaning set forth in Section 2.2(1).

            "Escrow Agent" means Bankers Trust Company.

            "Escrow Agreement" has the meaning set forth in Section 2.2(1).

            "Escrow Fund" has the meaning set forth in Section 2 of the Escrow
Agreement attached hereto as Exhibit A.

            "FCC" means the Federal Communications Commission or similar
regulatory authority established in replacement thereof.

            "FCC Debt" means the outstanding principal balance of Nine Hundred
Sixty Thousand One Hundred Seventeen and 41/100 Dollars ($960,117.41) due to the
United States Department of the Treasury incurred in connection with Polycell's
acquisition of the Polycell Licenses, plus all accrued and/or "suspended"
interest and other obligations incident to license ownership, if any,
attributable to the Polycell Licenses, as of the Closing Date. A copy of the
promissory notes and security agreements executed by Polycell and delivered to
the FCC related to Polycell's acquisition of the Polycell Licenses is set forth
on Schedule II attached hereto.

            "FCC Law" means the Communications Act of 1934, as amended by the
Telecommunications Act of 1996, and the rules, regulations and policies
promulgated thereunder.

            "Final Order" has the meaning set forth in Section 7.1(1).

            "Governmental Authority" means a Federal, state or local court,
legislature, governmental agency (including, without limitation, the United
States Department of Justice), commission or regulatory or administrative
authority or instrumentality.

            "Indemnified Party" has the meaning set forth in Section 8.4(1).

            "Indemnifying Party" has the meaning set forth in Section 8.4(1).

            "Law" means applicable common law and any statute, ordinance, code
or other law, rule, permit, permit condition, regulation, order, decree,
technical or other standard, requirement or procedure enacted, adopted,
promulgated, applied or followed by any Governmental Authority.


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            "License" means a license, permit, certificate of authority, waiver,
approval, certificate of public convenience and necessity, registration or other
authorization, consent or clearance to construct or operate a facility,
including any emissions, discharges or releases therefrom, or to transact an
activity or business, to construct a tower or to use an asset or process, in
each case issued or granted by a Governmental Authority.

            "License Transfer" has the meaning set forth in Section 3.2(1).

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, right of first refusal or right of others therein, or
encumbrance of any nature whatsoever in respect of such asset.

            "Losses" has the meaning set forth in Section 8.2.

            "Material Adverse Effect" means a material adverse effect on the
business, financial condition, assets, liabilities or results of operations or
prospects of the Person specified.

            "New York Courts" has the meaning set forth in Section 10.5.

            "Payment Amount" has the meaning set forth in Section 6.5(1).

            "Payment Due Date" has the meaning set forth in Section 6.5(1).

            "Person" means an individual, corporation, partnership, limited
liability company, association, joint stock company, Governmental Authority,
business trust, unincorporated organization, or other legal entity.

            "Polycell" has the meaning set forth in the preamble.

            "Polycell License or Licenses" has the meaning set forth in the
first recital.

            "Pops" means the Paul Kagan Associates, Inc. estimate of the 1997
population of a geographic area.

            "Representatives" has the meaning set forth in Section 6.2(1).

            "Section 8.2 Indemnified Party" has the meaning set forth in Section
8.2.

            "Section 8.3 Indemnified Party" has the meaning set forth in Section
8.3.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Stock" has the meaning set forth in Section 2.2(3)(b).

            "Stock Closing Payment" has the meaning set forth in Section
2.2(3)(b).

            "TeleCorp" has the meaning set forth in Section 2.2(3)(b).


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            "Transaction" means the transaction contemplated by this Agreement.

            "Treasury" has the meaning set forth in Section 6.5.

                                   ARTICLE II

            PURCHASE AND SALE OF LICENSES; PAYMENT OF CONSIDERATION;
                        CERTAIN RESTRICTIONS ON TRANSFER

      2.1 Purchase and Sale of Licenses. Upon the terms and subject to the
conditions hereof and in reliance upon the representations, warranties and
agreements herein contained, at the Closing, Polycell shall sell, transfer,
assign, convey and deliver to the Company (or its qualified designee), free and
clear of all Liens, and the Company agrees to purchase, acquire and accept from
Polycell, the Polycell Licenses in the frequencies identified on Schedule I.

      2.2 Payment of Consideration. Upon the terms and subject to the conditions
hereof and in reliance upon the representations, warranties and agreements
herein contained, in consideration of the assignment of the Polycell Licenses,
the following shall occur (collectively, the "Purchase Price"):

            (1) upon execution of this Agreement, the Company shall deliver to
the Escrow Agent an earnest money deposit of Three Million Three Hundred
Eighty-Four Thousand Three Hundred Fifty Dollars ($3,384,350) in immediately
available finds (the "Deposit"), which Deposit will be held and distributed in
accordance with the terms and conditions of the Escrow Agreement attached hereto
as Exhibit A (the "Escrow Agreement"); and

            (2) at Closing, the Escrow Agent shall deliver the Deposit to
Polycell in accordance with the terms of the Escrow Agreement; and

            (3) at the Closing the Company shall deliver to Polycell an amount
equal to Three Million Three Hundred Eighty-Four Thousand Three Hundred Fifty
Dollars ($3,384,350), at Polycell's option in any combination of, either:

                  (a) a cash payment in immediately available finds (the "Cash
Closing Payment") and/or

                  (b) the number of shares of common stock of TeleCorp PCS,
Inc., or an Affiliate of TeleCorp (the "Stock"), with a cash value, based on the
average trading price for the Stock for the five (5) business days preceding the
Closing Date, equal to: (i) Three Million Three Hundred Eighty-Four Thousand
Three Hundred Fifty Dollars ($3,384,350), minus (ii) the amount of the Cash
Closing Payment (the "Stock Closing Payment"); provided, that Polycell shall not
make an election to receive Stock under this Section 2.2(3)(b) until it has
received and reviewed a prospectus for such Stock.


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      2.3 Disposition of Deposit.

            (1) Upon Closing, the parties shall provide joint written
instructions to the Escrow Agent, instructing the Escrow Agent to transfer the
Escrow Fund to Polycell, all as more specifically set forth in the Escrow
Agreement.

            (2) If Closing does not occur due to a breach of the terms of this
Agreement by the Company or any other failure by the Company to fulfill its
obligations hereunder, and Polycell is not in breach of any of its obligations
hereunder and has fully performed, or is fully willing and able to perform each
of its obligations hereunder, the parties shall provide joint written
instructions to the Escrow Agent, instructing the Escrow Agent to transfer the
Escrow Fund to Polycell.

            (3) If Closing does not occur due to any cause other than that set
forth in Section 2.3(2) hereof, the parties shall provide joint written
instructions to the Escrow Agent, instructing the Escrow Agent to transfer the
Escrow Fund to the Company on the earlier to occur of February 28, 2001 or the
date that this Agreement is terminated.

                                   ARTICLE III

                                     CLOSING

      3.1 Time and Place of Closing. Upon the terms and subject to the
conditions hereof, the closing of the Transaction (the "Closing") shall take
place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., at
10:00 a.m. local time on the twelfth (12th) business day following the date of
receipt of the last Consent required by subsections (1) through (3) of Section
7.1, or at such other place and/or time and/or on such other date as the parties
may agree or as may be necessary to permit the fulfillment or waiver of the
conditions set forth in Article VII (the "Closing Date").

      3.2 Closing Actions and Deliveries. Upon the terms and subject to the
satisfaction or waiver by the appropriate party, if applicable, of the
conditions set forth in Article VII, to effect the purchase and sale of the
Polycell Licenses, the parties shall on the Closing Date take the following
actions:

            (1)   Assignment of Licenses. (a) Polycell shall pay in full the FCC
                  Debt in order to remove any and all Liens created thereby; and

                  (b) Polycell shall execute and deliver to the Company one or
                  more instruments of assignment, substantially in the form of
                  Exhibit B, sufficient to assign to the Company (or its
                  qualified designee) the Polycell Licenses (such assignment
                  being herein referred to as the "License Transfer").


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            (2)   Closing Payment. The Company shall deliver or cause to be
                  delivered to Polycell:

                  (a) the Cash Closing Payment, if any, by wire transfer or
                  other form of immediately available funds; and/or

                  (b) the Stock Closing Payment in the form of stock
                  certificates duly executed, if any.

            (3)   Deposit. The Escrow Agent shall deliver the Deposit to
                  Polycell in accordance with the terms of the Escrow Agreement.

            (4)   Other Deliveries. The parties shall execute and deliver or
                  cause to be executed and delivered all other documents,
                  instruments, opinions and certificates contemplated by this
                  Agreement to be delivered at the Closing or necessary and
                  appropriate in order to consummate the Transaction
                  contemplated to be consummated on the Closing Date.

      3.3 Payment of Transfer Taxes. The Company shall pay or cause to be paid
at the Closing or, if due thereafter, promptly when due, all gross receipts
taxes, gains taxes (including, without limitation, real property gains tax or
other similar taxes), transfer taxes, sales taxes, stamp taxes, and any other
taxes, but excluding any Federal, State or local income taxes payable in
connection with the transfer of the Polycell Licenses.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF POLYCELL

Polycell represents and warrants to the Company as follows:

      4.1 Formation, Power and Authority.

            (1)   It is a corporation duly organized, validly existing and in
                  good standing under the laws of its jurisdiction of formation
                  and has the requisite corporate power and authority to own,
                  lease and operate its properties and to carry on its business
                  as now being conducted. Polycell has furnished or will furnish
                  before closing to the Company a true and correct copy of its
                  Certificate of Incorporation and its Bylaws, as in effect on
                  the date hereof and as of the Closing Date.

            (2)   It has the requisite power and authority to execute, deliver
                  and perform this Agreement and each other instrument,
                  document, certificate and agreement required or


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                  contemplated to be executed, delivered and performed by it
                  hereunder and thereunder to which it is or will be a party.

            (3)   It is duly qualified to do business in each jurisdiction where
                  the character of its properties owned or held under lease or
                  the nature of its activities makes such qualification
                  necessary.

            (4)   The execution and delivery of this Agreement by it and the
                  consummation of the Transaction by it have been duly and
                  validly authorized by its Board of Directors (or equivalent
                  body) and no other proceedings on its part which have not been
                  taken (including, without limitation, approval of its
                  shareholders) are necessary to authorize this Agreement or to
                  consummate the Transaction.

            (5)   This Agreement has been duly executed and delivered by it and
                  constitutes its valid and binding obligation, enforceable
                  against it in accordance with its terms, except as such
                  enforceability may be limited by bankruptcy, insolvency,
                  moratorium or other similar laws affecting or relating to
                  enforcement of creditors' rights generally and may be subject
                  to general principles of equity.

            (6)   As of the Closing Date, after giving effect to the
                  Transaction, it is not in breach of any obligation under this
                  Agreement.

      4.2 Consents: No Conflicts. Neither the execution, delivery and
performance by it of this Agreement nor the consummation of the Transaction will
(a) conflict with, or result in a breach or violation of, any provision of its
organizational documents; (b) constitute, with or without the giving of notice
or passage of time or both, a breach, violation or default, create a Lien, or
give rise to any right of termination, modification, cancellation, prepayment or
acceleration, under (i) any Law or License or (ii) any note, bond, mortgage,
indenture, lease, agreement or other instrument, in each case which is
applicable to or binding upon it or any of its assets; or (c) require any
Consent or the approval of its shareholders, officers, Board of Directors or
similar constituent bodies, as the case may be (which approvals have not been
obtained). There is no fact relating to it or its Affiliates that would be
reasonably expected to prevent it from consummating the Transaction or
disqualify the Company from obtaining the Consents (including without
limitation, FCC Consent) required in order to consummate the License Transfer as
provided for in this Agreement.

      4.3 Litigation. There is no action, proceeding or investigation pending
or, threatened against it or any of its properties or assets that would be
reasonably expected to have an adverse effect on its ability to consummate the
Transaction or to fulfill its obligations under this Agreement, or which seeks
to prevent or challenge the Transaction. There is no judgment, decree,
injunction, rule or order outstanding against it which would


                                      -7-
<PAGE>

limit in any material respect its ability to operate its business in the manner
currently contemplated.

      4.4 Brokers. It has not employed any broker, finder or investment banker
or incurred any liability for any brokerage fees, commissions or finder's fees
in connection with the Transaction.

      4.5 Polycell Licenses. It is the authorized legal holder, free and clear
of any Liens other than the FCC Debt, of each Polycell License, a true and
correct copy of which is attached to Schedule I. Each Polycell License is valid
and in full force and effect. There is not pending nor threatened against
Polycell or against any Polycell License, any application, action, petition,
objection or other pleading, or any proceeding with the FCC which questions or
contests the validity of, or seeks the revocation, nonrenewal or suspension of,
any Polycell License, which seeks the imposition of any modification or
amendment with respect thereto, or which would have a Material Adverse Effect on
the ability of the Company to employ any Polycell License in its business. None
of the Polycell Licenses is subject to any conditions other than those appearing
on the face of such Polycell License itself and those imposed by FCC Law.

                                    ARTICLE V

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Polycell as follows:

      5.1 Organization, Power and Authority.

            (1)   It is a limited liability company duly formed, validly
                  existing and in good standing under the laws of the State of
                  Delaware and has the requisite power and authority to own,
                  lease and operate its properties and to carry on its business
                  as now being conducted and proposed to be conducted. The
                  Company has furnished, or will furnish prior to Closing, to
                  Polycell, a true and correct copy of its Certificate of
                  Formation and Operating Agreement, as in effect on the date
                  hereof and as of the Closing Date.

            (2)   It has the requisite power and authority to execute, deliver
                  and perform this Agreement and each other instrument,
                  document, certificate and agreement required or contemplated
                  to be executed, delivered and performed by it hereunder and
                  thereunder to which it is or will be a party.

            (3)   It is duly qualified to do business in each jurisdiction where
                  the character of its properties owned or held under lease or
                  the nature of its activities makes such qualification
                  necessary other than any such jurisdiction in which the
                  failure to be so


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<PAGE>

                  qualified would not have a Material Adverse Effect on it or
                  materially adversely affect the Transaction or its ability to
                  perform its obligations under this Agreement within the time
                  frames contemplated herein.

            (4)   The execution and delivery of this Agreement by it and the
                  consummation of the Transaction by it have been duly and
                  validly authorized by its Board of Directors (or equivalent
                  body) and no other proceedings on its part which have not been
                  taken (including, without limitation, approval of its members,
                  managers or other constituent bodies, as the case may be) are
                  necessary to authorize this Agreement or to consummate the
                  Transaction.

            (5)   This Agreement has been duly executed and delivered by it and
                  constitutes the valid and binding obligation of it,
                  enforceable against it in accordance with its terms, except as
                  such enforceability may be limited by bankruptcy, insolvency,
                  moratorium or other similar laws affecting or relating to
                  enforcement of creditors' rights generally and may be subject
                  to general principles of equity.

            (6)   As of the Closing, after giving effect to the Transaction, it
                  is not in breach of any obligation under this Agreement.

      5.2 Consents: No Conflicts. Neither the execution, delivery and
performance by it of this Agreement, nor the consummation of the Transaction
will (a) conflict with, or result in a breach or violation of, any provision of
its organizational documents; (b) constitute, with or without the giving of
notice or passage of time or both, a breach, violation or default, create a
Lien, or give rise to any right of termination, modification, cancellation,
prepayment or acceleration, under (i) any Law or License, or (ii) any note,
bond, mortgage, indenture, lease, agreement or other instrument, in each case
which is applicable to or binding upon it or any of its assets; or (c) require
any Consent on its part or the approval of its Board of Directors or equivalent
body (which approval has not been obtained), except in each case where such
breach, violation, default, Lien, right, or the failure to obtain or give such
Consent would not have a Material Adverse Effect on it or materially adversely
affect the Transaction or its ability to perform its obligations under this
Agreement. To its knowledge, there is no fact relating to it or its Affiliates
that would be reasonably expected to prevent it from consummating the
Transaction or performing its obligations under this Agreement or disqualify it
from obtaining the Consents (including -without limitation, FCC Consent)
required in order to consummate the License Transfer as provided for in this
Agreement.

      5.3 Litigation. There is no action, proceeding or investigation pending
or, to its knowledge, threatened against it or any of its properties or assets
that would have an adverse effect on its ability to consummate the Transaction
or to fulfill its obligations under this Agreement, or which seeks to prevent or
challenge the Transaction. There is no


                                      -9-
<PAGE>

judgment, decree, injunction, rule or order outstanding against it which would
limit in any material respect its ability to operate its business in the manner
currently contemplated.

      5.4 FCC Compliance. It (or its qualified designee) complies with all
eligibility rules issued by the FCC to hold C Block and F Block broadband PCS
licenses, including without limitation, FCC rules on foreign ownership and the
CMRS spectrum cap.

      5.5 Brokers. The Company has not employed any broker, finder or investment
banker or incurred any liability for any brokerage fees, commissions or finder's
fees in connection with the Transaction.

      5.6 Financial Condition. The Company has sufficient funding to perform its
obligations hereunder.

      5.7 Affiliates. Gerald Vento and Thomas Sullivan hold a majority of the
voting rights of the members of the Company and hold a majority of the voting
rights of the stockholders of TeleCorp.

                                   ARTICLE VI

                                    COVENANTS

      6.1 Consummation of Transaction. Each party shall use all commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper or advisable and consistent with
applicable law to carry out all of their respective obligations under this
Agreement, to consummate the Transaction, which efforts shall include, without
limitation, the following:

            (1)   The parties shall use all commercially reasonable efforts to
                  cause the Closing to occur and the Transaction to be
                  consummated in accordance with the terms hereof, and, without
                  limiting the generality of the foregoing, to obtain all
                  necessary Consents including, without limitation, the approval
                  of this Agreement and the Transaction by all Governmental
                  Authorities and agencies, including the FCC, and to make all
                  filings with and to give all notices to third parties which
                  may be necessary or reasonably required in order for the
                  parties to consummate the Transaction. Polycell and the
                  Company (or its qualified designee) shall make all filings
                  with the FCC necessary to obtain FCC approval of the license
                  transfers contemplated hereunder no later than ten (10) days
                  following the date on which this Agreement is fully executed
                  by each of Polycell and the Company.

            (2)   Each party shall furnish to the other party all information
                  concerning such party and its Affiliates reasonably required


                                      -10-
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                  for inclusion in any application or filing to be made by
                  Polycell or the Company or any other party in connection with
                  the Transaction or otherwise to determine compliance with
                  applicable FCC Rules.

            (3)   Upon the request of any other party, each party shall
                  forthwith execute and deliver, or cause to be executed and
                  delivered, such further instruments of assignment, transfer,
                  conveyance, endorsement, direction or authorization and other
                  documents as may reasonably be requested by such party in
                  order to effectuate the purposes of this Agreement.

            Nothing in this Agreement shall be construed to require the parties
to consummate the Closing if any regulatory approval would require that it (i)
divest or hold separate any of its assets existing as of the date hereof other
than as contemplated by this Agreement or (ii) otherwise take or commit to take
any action that limits its freedom of action in any material respect with
respect to any of its businesses, product lines or assets.

      6.2 Confidentiality.

            (1)   Each party shall, and shall cause each of its Affiliates, and
                  its and their respective shareholders, members, managers,
                  directors, officers, employees and agents (collectively,
                  "Representatives") to, keep secret and retain in strictest
                  confidence any and all Confidential Information relating to
                  any other party that it receives in connection with the
                  negotiation or performance of this Agreement, and shall not
                  disclose such Confidential Information, and shall cause its
                  Representatives not to disclose such Confidential Information,
                  to anyone except the receiving party's Affiliates,
                  Representatives and legal and financial advisors. Until the
                  Closing, each party agrees to use Confidential Information
                  received from another party only (i) to evaluate its interest
                  in pursuing the Transaction and (ii) to pursue such
                  Transaction, but not for any other purpose. All Confidential
                  Information furnished pursuant to this Agreement shall be
                  returned promptly to the party to whom it belongs upon request
                  by such party.

            (2)   The obligations set forth in Section 6.2(1) shall be
                  inoperative with respect to Confidential Information that (i)
                  is or becomes generally available to the public other than as
                  a result of disclosure by the receiving party or its
                  Representatives, (ii) was available to the receiving party on
                  a non-confidential basis prior to its disclosure to the
                  receiving party, or (iii) becomes available to the receiving
                  party on a non-confidential basis from a source other than the
                  providing


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<PAGE>

                  party or its agents, provided that such source is not known by
                  the receiving party to be bound by a confidentiality agreement
                  with the providing party or the Representatives or was
                  otherwise prohibited from obtaining or disseminating
                  Confidential Information.

            (3)   To the fullest extent permitted by law, if a party or any of
                  its Affiliates or Representatives breaches, or threatens to
                  commit a breach of, this Section 6.2, the party whose
                  Confidential Information shall be disclosed, or threatened to
                  be disclosed, shall have the right and remedy to have this
                  Section 6.2 specifically enforced by any court having
                  jurisdiction, it being acknowledged and agreed that money
                  damages will not provide an adequate remedy to such party.
                  Nothing in this Section 6.2 shall be construed to limit the
                  right of any party to collect money damages in the event of
                  breach of this Section 6.2.

            (4)   Anything else in this Agreement notwithstanding, each party
                  shall have the right to disclose any information, including
                  Confidential Information of the other party or such other
                  party's Affiliates, in any filing with any regulatory agency,
                  court or other authority or any disclosure to a trustee of
                  public debt of a party to the extent that the disclosing party
                  determines in good faith that it is required by Law,
                  regulation or the terms of such debt to do so, provided that
                  any such disclosure shall be as limited in scope as possible
                  and shall be made only after giving the other party as much
                  notice as practicable of such required disclosure and an
                  opportunity to contest such disclosure if possible.

      6.3 Certain Covenants. From and after the execution and delivery of this
Agreement to and including the Closing Date, Polycell shall:

            (1)   comply with all applicable Laws, including all such Laws
                  relating to, or that would be reasonably expected to relate
                  to, any Polycell License or its use;

            (2)   maintain each Polycell License in full force and effect;

            (3)   except to effect the transfer of the Polycell Licenses to the
                  Company as contemplated hereunder, not (i) sell, transfer,
                  assign or dispose of, or offer to, or enter into any
                  agreement, arrangement or understanding to, sell, transfer,
                  assign or dispose of any Polycell License or any interest
                  therein, or negotiate therefor, or (ii) create, incur or
                  suffer to exist any Lien of any nature whatsoever relating to
                  any Polycell


                                      -12-
<PAGE>

                  License or any interest therein. Without limiting the
                  foregoing, Polycell shall not incur any material obligation or
                  liability, absolute or contingent, relating to or affecting
                  any Polycell License or its use.

            (4)   give written notice to the Company promptly upon the
                  commencement of, or upon obtaining knowledge of any facts that
                  would give rise to a threat of, any claim, action or
                  proceeding commenced against or relating to (i) it, its
                  properties or assets, including any Polycell License or its
                  use, and which could have a Material Adverse Effect on it or
                  materially adversely affect the Transaction, or (ii) any
                  Polycell License or its use;

            (5)   promptly after obtaining knowledge of the occurrence of, or
                  the impending or threatened occurrence of, any event which
                  could cause or constitute a material breach of any of its
                  warranties, representations, covenants or agreements contained
                  in this Agreement, give notice in writing of such event, or
                  occurrence or impending or threatened event or occurrence, to
                  the other party and use best efforts to prevent or to promptly
                  remedy such breach; and

            (6)   cause the Company to be advised promptly in writing of(i) any
                  event, condition or state of facts known to it, which has had
                  or could have a Material Adverse Effect on it, or materially
                  adversely affect any Polycell License or its use or the
                  Transaction or (ii) any claim, action or proceeding which
                  seeks to enjoin the consummation of the Transaction.

      6.4 FCC Filings. From and after the execution and delivery of this
Agreement to and including the Closing Date, Polycell shall not make any filings
with the FCC or agree to any proposal, settlement, amendment or alteration with
the FCC with respect to any Polycell License without the Company's prior written
consent, which consent shall not be unreasonably withheld.

      6.5 Certain Advances for FCC Debt Payments. After the execution date
hereof, the Company shall to make payments of principal and/or interest to the
FCC or the United States Department of the Treasury ("Treasury") on behalf of
Polycell that may become due under the FCC Debt prior to Closing, which is
approximately $30,000 in the aggregate per quarter (collectively, "Advances").

            (1) No earlier than thirty (30) days nor later than twenty (20) days
prior to a scheduled payment under the FCC Debt, Polycell shall deliver a
written notice to the Company that sets forth the payment due date (the "Payment
Due Date") and the exact amount of such interest payment ("Payment Amount").
Upon receipt of such notice, the Company shall deliver funds to the FCC or the
Treasury


                                      -13-
<PAGE>

in an amount equal to the Payment Amount via wire transfer in immediately
available funds no later than the Payment Due Date.

            (2) In the event this Agreement is terminated prior to Closing in
accordance with Section 9.1 below, due to Polycell's breach or failure to
otherwise perform and the Company is not itself in breach, Polycell shall, no
later than twenty (20) days after such termination, deliver via wire transfer in
immediately available funds to the Company funds in an amount equal to all of
the Advances made by the Company hereunder as of such termination date.

            (3) At Closing, Advances shall be deemed satisfied in full without
payment or transfer by Polycell.

            6.6 Unjust Enrichment. To the extent that any unjust enrichment
penalties are assessed against Polycell as result of the License Transfer, the
Company shall assume all of Polycell's obligations and liabilities related to
such penalty.

                                   ARTICLE VII

                               CLOSING CONDITIONS

      7.1 Conditions to Obligations of All Parties. The obligation of each of
the parties to consummate the Transaction contemplated to occur at the Closing
shall be conditioned on the following, unless waived by each of the parties:

            (1)   The Consent of the FCC to the License Transfer shall have been
                  obtained pursuant to a Final Order, free of any conditions
                  materially adverse to the Company (or its qualified designee)
                  or Polycell. For the purposes of this paragraph, "Final Order"
                  means an action or decision that has been granted by the FCC
                  as to which (i) no request for a stay or similar request is
                  pending, no stay is in effect, the action or decision has not
                  been vacated, reversed, set aside, annulled or suspended and
                  any deadline for filing such request that may be designated by
                  statute or regulation has passed, (ii) no petition for
                  rehearing or reconsideration or application for review is
                  pending and the time for the filing of any such petition or
                  application has passed, (iii) the FCC does not have the action
                  or decision under reconsideration on its own motion and the
                  time within which it may effect such reconsideration has
                  passed, and (iv) no appeal is pending including other
                  administrative or judicial review, or in effect and any
                  deadline for filing any such appeal that may be designated by
                  statute or rule has passed.

            (2)   All Consents by any Governmental Authority (other than the
                  Consents referred to in paragraph (1) above) required to


                                      -14-
<PAGE>

                  permit the consummation of the Transaction, the failure to
                  obtain or make which would be reasonably expected to have a
                  Material Adverse Effect on the Company (or its qualified
                  designee) or Polycell or to materially adversely affect the
                  Transaction or the parties' ability to perform their
                  obligations under this Agreement shall have been obtained or
                  made.

            (3)   No preliminary or permanent injunction or other order, decree
                  or ruling issued by a Governmental Authority, nor any statute,
                  rule, regulation or executive order promulgated or enacted by
                  any Governmental Authority, shall be in effect that would (i)
                  impose material limitations on the ability of any party to
                  consummate the Transaction or prohibit such consummation, or
                  (ii) impair in any material respect the operation of the
                  Company.

      7.2 Conditions to Obligations of the Company. The obligation of the
Company to consummate the Transaction contemplated to occur at the Closing shall
be further conditioned upon the satisfaction or fulfillment, at or prior to the
Closing, of the following conditions by each of the other parties, unless waived
by the Company:

            (1)   The representations and warranties of Polycell contained
                  herein shall be true and correct in all material respects
                  (except for representations and warranties that are qualified
                  as to materiality, which shall be true and correct), in each
                  case when made and at and as of the Closing (except for
                  representations and warranties made as of a specified date,
                  which shall be true and correct as of such date) with the same
                  force and effect as though made at and as of such time.

            (2)   Polycell shall have performed in all respects all agreements
                  contained herein required to be performed by it at or before
                  the Closing.

            (3)   An officer of Polycell shall have delivered to the Company a
                  certificate, dated the Closing Date, certifying as to the
                  fulfillment of the conditions set forth in paragraphs (1) and
                  (2) above as to Polycell.

            (4)   Polycell shall have furnished the Company with opinions of
                  counsel, each dated the Closing Date, customary for a
                  transaction of this nature and, reasonably satisfactory to the
                  Company and its counsel.

            (5)   All corporate and other proceedings of Polycell in connection
                  with the License Transfer, and all documents and


                                      -15-
<PAGE>

                  instruments incident thereto, shall be satisfactory in form
                  and substance to the Company, and Polycell shall have
                  delivered to the Company such receipts, documents, instruments
                  and certificates, in form and substance reasonably
                  satisfactory to the Company, which the Company shall have
                  requested.

      7.3 Conditions to the Obligations of Polycell. The obligation of Polycell
to consummate the Transaction contemplated to occur at the Closing shall be
further conditioned upon the satisfaction or fulfillment, at or prior to the
Closing, of the following conditions, unless waived by Polycell:

            (1)   The representations and warranties of the Company contained
                  herein shall be true and correct in all material respects
                  (except for representations and warranties that are qualified
                  as to materiality, which shall be true and correct), in each
                  case when made and at and as of the Closing (except for
                  representations and warranties made as of a specified date,
                  which shall be true and correct as of such date) with the same
                  force and effect as though made at and as of such time, except
                  for inaccuracies in respect of the representations and
                  warranties set forth in Section 5.3 (disregarding any
                  qualifications as to materiality contained therein) that in
                  the aggregate would not be reasonably expected to have a
                  Material Adverse Effect on the Company or its ability to
                  perform its obligations under this Agreement or to materially
                  adversely affect the Transaction.

            (2)   The Company shall have performed in all material respects all
                  agreements contained herein required to be performed by it at
                  or before the Closing.

            (3)   An officer of the Company shall have delivered to Polycell a
                  certificate, dated the Closing Date, certifying as to the
                  Company the fulfillment of the conditions set forth in
                  paragraphs (1) and (2) above as to the Company.

            (4)   The Company shall have furnished Policy with opinions of
                  counsel, each dated the Closing Date, customary for a
                  transaction of this nature and, reasonably satisfactory to the
                  Policy and its counsel.

            (5)   All limited liability company and other proceedings of the
                  Company in connection with the License Transfer, and all
                  documents and instruments incident thereto, shall be
                  reasonably satisfactory in form and substance to Polycell, and
                  the Company shall have delivered to Polycell such receipts,
                  documents, instruments and certificates, in form


                                      -16-
<PAGE>

                  and substance reasonably satisfactory to Polycell, which
                  Polycell shall have reasonably requested.

                                  ARTICLE VIII

                          SURVIVAL AND INDEMNIFICATION

      8.1 Survival. The representations and warranties made in this Agreement
shall survive the Closing until the second (2nd) annual anniversary thereof and
shall thereupon expire together with any right to indemnification in respect
thereof (except to the extent a written notice asserting a claim for breach of
any such representation or warranty and describing such claim in reasonable
detail shall have been given prior to such date to the party which made such
representation or warranty). The covenants and agreements contained herein to be
performed or complied with prior to the Closing shall expire at the Closing. The
covenants and agreements contained in this Agreement to be performed or complied
with after the Closing shall survive the Closing; provided that the right to
indemnification pursuant to this Article VIII in respect of a breach of a
representation or warranty shall expire on the second (2nd) annual anniversary
of the Closing (except to the extent written notice asserting a claim thereunder
and describing such claim in reasonable detail shall have been given prior to
such date to the party from whom such indemnification is sought). After the
Closing, the sole and exclusive remedy of the parties for any breach or
inaccuracy of any representation or warranty contained in this Agreement, or any
other claim (whether or not alleging a breach of this Agreement) that arises out
of the facts and circumstances constituting such breach or inaccuracy, shall be
the indemnity provided in this Article VIII. For purposes of determining
materiality thresholds in Section 8.2 and 8.3 below, any qualifications as to
materiality contained elsewhere herein shall be disregarded.

      8.2 Indemnification by Polycell. Polycell shall indemnify and hold
harmless the Company and its Affiliates, and the shareholders, members,
managers, directors, officers, employees, agents and/or the legal
representatives of any of them (each, a "Section 8.2 Indemnified Party"),
against all liabilities and expenses (including amounts paid in satisfaction of
judgments, in compromise, as fines and penalties, and as counsel fees)
(collectively, "Losses") incurred by him or it in connection with the
investigation, defense, or disposition of any action, claim, charge, suit or
other proceeding in which any Section 8.2 Indemnified Party may be involved or
with which he or it may be threatened that arises out of or results from (a) any
representation or warranty of such indemnifying party contained in this
Agreement being untrue in any material respect as of the date on which it was
made, (b) any material default by such indemnifying party or any of its
Affiliates in the performance of their respective obligations under this
Agreement, except to the extent (but only to the extent) any such Losses arise
out of or result from the gross negligence or willful misconduct of such Section
8.2 Indemnified Party or his or its Affiliates.

      8.3 Indemnification by the Company. The Company shall indemnify and hold
harmless Polycell and its Affiliates, and the shareholders, members, managers,
directors, officers, employees, agents and/or the legal representatives of any
of them (each, a


                                      -17-
<PAGE>

"Section 8.3 Indemnified Party"), against all Losses incurred by him or it in
connection with the investigation, defense, or disposition of any action, suit
or other proceeding in which any Section 8.3 Indemnified Party may be involved
or with which he or it may be threatened that arises out of or results from (a)
any representation or warranty of the Company contained in this Agreement being
untrue in any material respect as of the date on which it was made or (b) any
material default by the Company or any of its Affiliates in the performance of
their respective obligations under this Agreement, except to the extent (but
only to the extent) any such Losses arise out of or result from the gross
negligence or willful misconduct of such Section 8.3 Indemnified Party or his or
its Affiliates.

      8.4 Procedures.

            (1)   The terms of this Section 8.4 shall apply to any claim (a
                  "Claim") for indemnification under the terms of Sections 8.2
                  or 8.3. The Section 8.2 Indemnified Party or Section 8.3
                  Indemnified Party Indemnified Party (each, an "Indemnified
                  Party") as the case may be, shall give prompt written notice
                  of such Claim to the indemnifying party (the "Indemnifying
                  Party") under the applicable Section, which party may assume
                  the defense thereof, provided that any delay or failure to so
                  notify the Indemnifying Party shall relieve the Indemnifying
                  Party of its obligations hereunder only to the extent, if at
                  all, that it is materially prejudiced by reason of such delay
                  or failure. The Indemnified Party shall have the right to
                  approve any counsel selected by the Indemnifying Party and to
                  approve the terms of any proposed settlement, each of such
                  approvals not to be unreasonably delayed or withheld (unless
                  such settlement provides only, as to the Indemnified Party,
                  the payment of money damages actually paid by the Indemnifying
                  Party and a complete release of the Indemnified Party in
                  respect of the claim in question). Notwithstanding any of the
                  foregoing to the contrary, the provisions of this Article VIII
                  shall not be construed so as to provide for the
                  indemnification of any Indemnified Party for any liability to
                  the extent (but only to the extent) that such indemnification
                  would be in violation of applicable law or that such liability
                  may not be waived, modified or limited under applicable law,
                  but shall be construed so as to effectuate the provisions of
                  this Article VIII to the fullest extent permitted by law.

            (2)   In the event that the Indemnifying Party undertakes the
                  defense of any Claim, the Indemnifying Party will keep the
                  Indemnified Party advised as to all material developments in
                  connection with such Claim, including, but not limited to,
                  promptly furnishing the Indemnified Party with copies of all
                  material documents filed or served in connection therewith.


                                      -18-
<PAGE>

            (3)   In the event that the Indemnifying Party fails to assume the
                  defense of any Claim within ten business days after receiving
                  written notice thereof, the Indemnified Party shall have the
                  right, subject to the Indemnifying Party's right to assume the
                  defense pursuant to the provisions of this Article VIII, to
                  undertake the defense, compromise or settlement of such Claim
                  for the account of the Indemnifying Party. Unless and until
                  the Indemnified Party assumes the defense of any Claim, the
                  Indemnifying Party shall advance to the Indemnified Party any
                  of its reasonable attorneys' fees and other costs and expenses
                  incurred in connection with the defense of any such action or
                  proceeding. Each Indemnified Party shall agree in writing
                  prior to any such advancement that, in the event he or it
                  receives any such advance, such Indemnified Party shall
                  reimburse the Indemnifying Party for such fees, costs and
                  expenses to the extent that it shall be determined that he or
                  it was not entitled to indemnification under this Article
                  VIII.

            (4)   In no event shall an Indemnifying Party be required to pay in
                  connection with any Claim for more than one firm of counsel
                  (and local counsel) for each of the following groups of
                  Indemnified Parties: (i) Polycell, its Affiliates, and the
                  shareholders, members, managers, directors, officers,
                  employees, agents and/or the legal representatives of any of
                  them; and (ii) the Company and its Affiliates, and the
                  shareholders, members, managers, directors, officers,
                  employees, agents and/or the legal representatives of any of
                  them.

                                   ARTICLE IX

                                   TERMINATION

      9.1 Termination. This Agreement may be terminated, and the Transaction
abandoned, without further obligation of any party, except as set forth herein,
at any time prior to the Closing Date:

            (1)   by mutual written consent of the parties;

            (2)   by any party by written notice to the other party, if the
                  Closing shall not have occurred on or before February 28,
                  2001; provided that the party electing to exercise such right
                  is not otherwise in breach of its obligations under this
                  Agreement;


                                      -19-
<PAGE>

            (3)   by any party (provided that such party is not otherwise in
                  breach) if any other party has breached a material
                  representation, warranty, covenant or agreement set forth
                  herein and fails to cure such breach within thirty (30) days
                  of written notice thereof (except that no cure period shall be
                  provided for a breach that by its nature cannot be cured); or

            (4)   by any party by written notice to the other party, if the
                  consummation of the Transaction shall be prohibited by a
                  final, non-appealable order, decree or injunction of a court
                  of competent jurisdiction.

      9.2 Effect of Termination. In the event of a termination of this
Agreement, no party hereto shall have any liability or further obligation to any
other party to this Agreement, except as set forth in paragraphs (1) and (2)
below, and except that nothing herein will relieve any party from liability for
any breach by such party of this Agreement.

            (1)   In the event of a termination of this Agreement pursuant to
                  Section 9.1, all provisions of this Agreement shall terminate,
                  except Section 6.2 and Articles VIII and X, and unless such
                  termination occurs based upon a breach or other failure to
                  perform by the Company, the Escrow Agent shall immediately
                  refund the Deposit to the Company as more particularly
                  provided in Section 2.3.

            (2)   Whether or not the Closing occurs, all costs and expenses
                  incurred in connection with this Agreement and the Transaction
                  shall be paid by the party incurring such expenses.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      10.1 Amendment and Modification. This Agreement may be amended, modified
or supplemented only by written agreement of each of the parties.

      10.2 Waiver of Compliance; Consents. Any failure of any of the parties to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party or parties entitled to the benefits thereof only by a
written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a manner consistent with the requirement for a waiver of
compliance as set forth in this Section 10.2.


                                      -20-
<PAGE>

      10.3 Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv)
sent by registered or certified mail, return receipt requested, postage prepaid.

             If to the Company:            ABC Wireless, LLC
                                           1010 N. Glebe Road, Suite 800
                                           Arlington, VA 22201
                                           Attn: Thomas H. Sullivan
                                           Fax: (703) 236-1376

             With a copy to:               Mintz, Levin, Cohn, Ferris,
                                           Glovsky and Popeo, P.C.
                                           One Financial Center
                                           Boston, MA 02111
                                           Attn: Alicia M.V. Wyman, Esq.
                                           Fax: (617) 542-2241

             If to Polycell:               Polycell Communications, Inc.
                                           27W 281 Geneva Road, Suite K2
                                           Winfield, IL 60190
                                           Facsimile: (630) 752-2855

             With a copy to:               Thomas Gutierrez, Esq.
                                           Lukas, Nace, Gutierrez & Sachs
                                           Chartered
                                           1111 19th Street, N.W., Suite 1200
                                           Washington, D.C. 20036
                                           Facsimile: (202) 828-8410

All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if made by telex, telecopy or facsimile transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next business day following the day
such notice is delivered to the courier service, or (iv) if sent by registered
or certified mail, on the 5th business day following the day such mailing is
made.

      10.4 Parties in Interest; Assignment. This Agreement is binding upon and
is solely for the benefit of the parties hereto and their respective permitted
successors, legal representatives and permitted assigns. Neither party may
assign its rights and obligations hereunder without the prior written consent of
the other party, except that the Company


                                      -21-
<PAGE>

shall have the right to assign its rights under this Agreement, in whole or in
part, without Polycell's consent, to AT&T Wireless PCS, LLC ("AT&T"), or its
Affiliate, with the express requirement that AT&T assign such rights and
obligations to TeleCorp and/or its subsidiaries through an intermediary;
provided, that TeleCorp assumes the obligations and liabilities of the Company
under this Agreement related to the rights and interests assigned to TeleCorp.

      10.5 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to the
conflicts of law principles thereof. The parties hereto hereby irrevocably and
unconditionally consent to submit to the non-exclusive jurisdiction of the
courts of the State of Delaware and of the United States of America located in
the District of Columbia (the "DC Courts") for any litigation arising out of or
relating to this Agreement and the Transaction, waive any objection to the
laying of venue of any such litigation in the DC Courts and agrees not to plead
or claim in any DC Court that such litigation brought therein has been brought
in an inconvenient forum.

      10.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

      10.7 Interpretation. The article and section headings contained in this
Agreement are for convenience of reference only, are not part of the agreement
of the parties and shall not affect in any way the meaning or interpretation of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
antecedent Person or Person may require.

      10.8 Entire Agreement. This Agreement, including the exhibits and
schedules hereto and the certificates and instruments delivered pursuant to the
terms of this Agreement, embody the entire agreement and understanding of the
parties hereto in respect of the Transaction. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than
those expressly set forth or referred to herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
Transaction.

      10.9 Publicity. So long as this Agreement is in effect, the parties agree
to consult with each other in issuing any press release or otherwise making any
public statement with respect to the Transaction, and no party shall issue any
press release or make any such public statement prior to such consultation,
except as may be required by Law. No press release or other public statement by
the parties hereto shall disclose any of the financial terms of the Transaction
without the prior consent of the other parties, except as may be required by
Law. A breach of the provisions of this Section 10.9 by a party shall not give
rise to any right to terminate this Agreement.

      10.10 Specific Performance. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly


                                      -22-
<PAGE>

agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any DC Courts.

      10.11 Remedies Cumulative. All rights, powers and remedies provided under
this Agreement or otherwise available in respect hereof at law or in equity
shall be cumulative and not alternative, and the exercise or beginning of the
exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.


                                      -23-
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                   POLYCELL COMMUNICATIONS, INC.

                                                   By:__________________________
                                                      Name:
                                                      Title:


                                                   ABC WIRELESS, LLC

                                                   By: /s/ [ILLEGIBLE]
                                                      --------------------------
                                                      Name:
                                                      Title:
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
daze first above written.

                                                   POLYCELL COMMUNICATIONS, INC.

                                                   By: /s/ Mark R. Erickson
                                                      --------------------------
                                                      Name: Mark R. Erickson
                                                      Title: Operations Manager


                                                   ABC WIRELESS, LLC

                                                   By:__________________________
                                                      Name:
                                                      Title:
<PAGE>

                                                                      SCHEDULE I

                                Polycell License

--------------------------------------------------------------------------------
            BTA                Block                       MHz
--------------------------------------------------------------------------------
        Clinton, IA              C                         30
--------------------------------------------------------------------------------
      Burlington, IA             F                         10
--------------------------------------------------------------------------------
        Lincoln, NE              F                         10
--------------------------------------------------------------------------------
        Quincy, IL               F                         10
--------------------------------------------------------------------------------
<PAGE>

                                                                     Schedule II

                        FCC Notes and Security Agreements
<PAGE>

                                                                       EXHIBIT A

                                ESCROW AGREEMENT

      THIS ESCROW AGREEMENT ("Agreement") is entered into as of February 28,
2000, by and among Polycell Communications, Inc., a Delaware corporation
("Polycell"), ABC Wireless, LLC, a Delaware limited liability company (the
"Company"), and Bankers Trust Company, as escrow agent ("Escrow Agent").

                                    RECITALS

      A. Pursuant to that certain License Acquisition Agreement, dated as of
February 28, 2000, by and among Polycell and the Company (the "Acquisition
Agreement") the Company is acquiring certain PCS licenses from Polycell as more
particularly described therein. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings given such terms in the
Acquisition Agreement. Escrow Agent acknowledges receipt of the Acquisition
Agreement.

      B. Pursuant to Section 2.2(1) of the Acquisition Agreement, the Company
has agreed that, upon execution of the Acquisition Agreement (the "Execution
Date"), the Company shall deposit an earnest money deposit of Three Million
Three Hundred Eighty-Four Thousand Three Hundred Fifty Dollars ($3,384,350) in
immediately available funds (the "Deposit") into an escrow account (the "Escrow
Account").

      C. Escrow Agent is willing to hold the Escrow Account in escrow in
accordance with the provisions of this Agreement, and to act as escrow agent
hereunder.

      NOW, THEREFORE, for and in consideration of Ten and No/l00 Dollars
($10.00) in hand paid, the mutual premises and covenants set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged conclusively, the parties hereto, intending to be and
being legally bound, agree as follows:

      1. Appointment of the Escrow Agent. The Company and Polycell hereby
appoint and designate the Escrow Agent as escrow agent for the purposes set
forth herein, and the Escrow Agent hereby accepts such appointment, subject to
the terms and conditions contained herein.

      2. Delivery of Deposit. Simultaneously with the execution of this
Agreement, the Company has delivered or caused to be delivered to the Escrow
Agent, the Deposit (collectively, with the Escrowed Interest, as hereinafter
defined, the "Escrow Fund"), to be held by the Escrow Agent pursuant to the
terms and conditions of this Agreement. The Escrow Agent acknowledges receipt of
the Deposit and agrees to hold and distribute the Escrow Fund as provided
herein.

      3. Treatment of Escrow Fund. The Escrow Agent shall, upon the written
request of Polycell, which shall occur no more frequently than one time per
calendar quarter, invest and reinvest the Deposit in money market mutual funds,
direct obligations
<PAGE>

of the United States government, in federally insured savings accounts or in
bank certificates of deposits, as Polycell shall instruct, and shall be fully
protected in acting upon such instructions. Interest from the investment of the
Deposit (the "Escrow Interest") (i) shall become part of the Escrow Fund, and
(ii) shall be segregated and deposited in instruments in the same manner as the
principal of the Deposit, but shall be accounted for separately. The Escrow
Agent shall not be responsible for any loss incurred on the sale of any
investment which is required to be sold or liquidated to make a payment required
hereunder.

      4. Disposition of Escrow Fund. (a) Upon receipt of joint written
instructions signed by the representatives of the Company and Polycell listed in
the notice provisions (Section 8(a)), the Escrow Agent shall deliver the Escrow
Fund in accordance with such written instructions.

      (b) If the Escrow Agent shall not have received such joint written
instructions by February 15, 2001 (or the first (1st) business thereafter is
that date is not a business day), and a controversy exists between the Company
and Polycell as to the correct disposition of the Escrow Fund, the Escrow Agent
shall continue to hold the Escrow Fund until (i) the Company and Polycell
subsequently deliver to the Escrow Agent joint written instructions with respect
to the disposition of the Escrow Fund, or (ii) the Escrow Agent receives a
certified copy of a final decree, order or decision of a court of competent
jurisdiction constituting the final determination of any dispute between the
Company and Polycell with respect to the Escrow Fund to be distributed
hereunder, which distribution shall be made in accordance with such notice or
judicial determination.

      5. Escrow Agent.

      (a) Duties and Responsibilities. The duties and responsibilities of the
Escrow Agent hereunder shall be limited to those expressly set forth in this
Agreement, and the Escrow Agent shall not be bound in any way by any other
contract or agreement between the parties hereto, whether or not the Escrow
Agent has knowledge of any such contract or agreement or of the terms or
conditions thereof. In the event the Escrow Agent shall be uncertain as to any
duties or responsibilities hereunder or shall receive instructions from any of
the parties hereto with respect to the Escrow Fund which in its belief are in
conflict with any of the provisions of this Agreement, it shall be entitled to
refrain from taking any action until it has consulted with its counsel or it
shall be directed to do so in writing by the parties hereto or by order of a
court of competent jurisdiction in proceedings which the Escrow Agent or any
other party hereto shall be entitled to commence. The Escrow Agent may act upon
the advice of its counsel in taking or refraining from taking any action
hereunder and may act upon any instrument or other writing believed in good
faith to be genuine and to be signed and presented by the proper person or
persons.

      (b) Liability. The Escrow Agent shall not be liable to anyone for any
damage, loss or expense incurred as a result of any act or omission of the
Escrow Agent, unless such damage, loss or expense is caused by the Escrow
Agent's willful default or gross negligence. Accordingly, and without limiting
the foregoing, the Escrow Agent shall not incur any such liability with respect
to (i) any action taken or omitted under this
<PAGE>

Agreement, or (ii) any action taken or omitted in reliance upon any instrument,
including any written notice or instruction provided for herein, not only as to
its due execution by an authorized person and as to the validity and
effectiveness of such instrument, but also as to the truth and accuracy of any
information contained therein.

      (c) Disputes. In the event of a dispute between any of the parties hereto
sufficient in the discretion of the Escrow Agent to justify its doing so, the
Escrow Agent shall be entitled to tender the Escrow Fund into the registry or
custody of any court of competent jurisdiction, to initiate such legal
proceedings as it deems appropriate, and pursuant thereto, to be discharged from
all further duties and liabilities under this Agreement with respect to the
Escrow Fund so tendered. Any such legal action may be brought in any such court
as the Escrow Agent shall determine to have jurisdiction with respect to such
matter. The filing of any such legal proceedings shall not deprive the Escrow
Agent of its rights to indemnification hereunder.

      (d) Attachment. In the event all or any part of the Escrow Fund shall be
attached, garnished or levied upon pursuant to any court order, or the delivery
thereof shall be stayed or enjoined by a court order, or any other order,
judgment or decree shall be made or entered by any court affecting the Escrow
Fund or any part hereof or any act of the Escrow Agent, the Escrow Agent is
authorized to obey and comply with all writs, orders, judgments or decrees so
entered or issued by any such court, without the necessity of inquiring whether
such court has jurisdiction; and if the Escrow Agent obeys or complies with any
such writ, order, or decree, it shall not be liable to any of the parties hereto
or any other person by reason of such compliance.

      (e) Legal Action. The Escrow Agent shall have no duty to incur any
out-of-pocket expenses or to take any legal action in connection with this
Agreement or towards its enforcement, or to appear in, prosecute or defend any
action or legal proceeding that would result in or might require it to incur any
cost, expense, loss, or liability, unless and until it shall be indemnified with
respect thereto in accordance with Section 5(f) of this Agreement.

      (f) Indemnification. Without determining or limiting any rights as between
the Company and Polycell, which rights shall exist outside this Agreement and
not be prejudiced hereby, the Company and Polycell jointly and severally hereby
agree to indemnify and hold harmless the Escrow Agent against any and all cost,
loss, damage, disbursement, liability, and expense, including reasonable
attorneys' fees, which may be imposed upon or incurred by the Escrow Agent
hereunder, or in connection with the performance of its duties hereunder,
including any litigation arising out of this Agreement, or involving the subject
matter hereof, except only costs, losses, claims, damages, disbursements,
liabilities and expenses arising out of the Escrow Agent's acts or omissions for
which the Escrow Agent is adjudged willfully malfeasant or grossly negligent by
a final decree, order or judgment of a court of competent jurisdiction from
which no appeal is taken within the applicable appeals period.
<PAGE>

      (g) Resignation. The Escrow Agent, and the Escrow Agent's successors
hereinafter appointed, may at any time resign by giving notice in writing to the
Company and Polycell and shall be discharged of all duties hereunder upon the
appointment of a successor escrow agent which shall be appointed by mutual
agreement of the Company and Polycell. If the Company and Polycell are unable to
agree on a successor escrow agent, either party may petition a court of
competent jurisdiction to appoint one. From the date upon which the Escrow Agent
sends notice of any resignation until the acceptance by a successor escrow agent
appointed as provided herein, the Escrow Agent's sole obligation hereunder shall
be to hold the Escrow Fund delivered to it in accordance with this Agreement.
Any such successor escrow agent shall deliver to the Company and Polycell a
written certificate accepting such appointment hereunder, and thereupon it shall
succeed to all the rights and duties of the Escrow Agent hereunder and shall be
entitled to receive the benefit of the provisions set forth above.

      (h) Law Firm Escrow Agent. Nothing contained herein shall be deemed to
prevent any law firm serving as the Escrow Agent, or as a successor escrow
agent, from acting as counsel for the Company or Polycell, any of their
respective stockholders, or any of their respective affiliates, or any other
party in any matter, including resolution of disputes and claims subject to,
arising under or related to the Asset Purchase Agreement or this Agreement.

      6. Escrow Agent Fees and Expenses. The Escrow Agent shall be entitled to
reasonable compensation for its services hereunder as Escrow Agent and for
reimbursement for its out of pocket costs and expenses. Such amounts, including
attorneys' fees, shall be borne one half by the Company and one half by
Polycell, provided, however, that if the Escrow Agent's only actions hereunder
are to invest and reinvest the Escrow Fund and to distribute the Escrow Fund
pursuant to Section 4 hereof and there are no disputes of any nature with
respect to the subject matter hereof, such amounts shall be borne by the
Company.

      7. Termination of Agreement. When all of the Escrow Fund shall have been
distributed pursuant to the provisions of this Agreement, this Agreement, except
for the provisions of Sections 5(b) and 5(f) hereof, shall terminate.

      8. Miscellaneous.

      (a) Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a party may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv)
sent by registered or certified mail, return receipt requested, postage prepaid.

             If to the Company:            ABC Wireless, LLC
                                           1010 N. Glebe Road, Suite 800
                                           Arlington, VA 22201
                                           Attn: Thomas H. Sullivan
<PAGE>

                                           Fax: (703) 236-1376

             With a copy to:               Mintz, Levin, Cohn, Ferris,
                                           Glovsky and Popeo, P.C.
                                           One Financial Center
                                           Boston, MA 02111
                                           Attn: Alicia M.V. Wyman, Esq.
                                           Fax: (617) 542-2241

             If to Polycell:               Polycell Communications, Inc.
                                           27W 281 Geneva Road, Suite K2
                                           Winfield, IL 60190
                                           Attn: Mark Erickson
                                           Facsimile: (630) 752-2855

             With a copy to:               Thomas Gutierrez, Esq.
                                           Lukas, Nace, Gutierrez & Sachs
                                           Chartered
                                           1111 19th Street, N.W., Suite 1200
                                           Washington, D.C. 20036
                                           Facsimile: (202) 828-8410

             If to the Escrow
             Agent:                        Bankers Trust Company
                                           4 Albany Street
                                           4th Floor
                                           New York, NY 10006
                                           Attn: Escrow Department
                                           Facsimile (212) 250-6725

All notices, requests, consents and other communications hereunder shall be
deemed to have been given either (i) if by hand, at the time of the delivery
thereof to the receiving party at the address of such party set forth above,
(ii) if made by telex, telecopy or facsimile transmission, at the time that
receipt thereof has been acknowledged by electronic confirmation or otherwise,
(iii) if sent by overnight courier, on the next business day following the day
such notice is delivered to the courier service, or (iv) if sent by registered
or certified mail, on the 5th business day following the day such mailing is
made.

      (b)   Entire Agreement. This Agreement embodies the entire agreement and
            understanding between the parties hereto with respect to the subject
            matter hereof and supersedes all prior oral or written agreements
            and understandings relating to the subject matter hereof. No
            statement, representation, warranty, covenant or agreement of any
            kind not expressly
<PAGE>

            set forth in this Agreement shall affect, or be used to interpret,
            change or restrict, the express terms and provisions of this
            Agreement.

      (c)   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed to be an original, but
            all of which together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                POLYCELL COMMUNICATIONS, INC.

                                                By:_____________________________

                                                Name:___________________________

                                                Its:____________________________


                                                ABC WIRELESS, LLC

                                                By:_____________________________

                                                Name:___________________________

                                                Its:____________________________


                                                BANKERS TRUST COMPANY

                                                By: /s/ Damian Harmon
                                                    ----------------------------

                                                Name: Damian Harmon

                                                Its: Assistant Treasurer
<PAGE>

            set forth in this Agreement shall affect, or be used to interpret,
            change or restrict, the express terms and provisions of this
            Agreement.

      (c)   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed to be an original, but
            all of which together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                POLYCELL COMMUNICATIONS, INC.

                                                By:_____________________________

                                                Name:___________________________

                                                Its:____________________________


                                                ABC WIRELESS, LLC

                                                By: /s/ [ILLEGIBLE]
                                                    ----------------------------

                                                Name:___________________________

                                                Its:____________________________


                                                BANKERS TRUST COMPANY

                                                By:_____________________________

                                                Name:___________________________

                                                Its:____________________________
<PAGE>

            set forth in this Agreement shall affect, or be used to interpret,
            change or restrict, the express terms and provisions of this
            Agreement.

      (c)   Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed to be an original, but
            all of which together shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                POLYCELL COMMUNICATIONS, INC.

                                                By /s/ Mark R. Erickson
                                                    ----------------------------

                                                Name: Mark R. Erickson

                                                Its: Operations Manager


                                                ABC WIRELESS, LLC

                                                By:_____________________________

                                                Name:___________________________

                                                Its:____________________________


                                                BANKERS TRUST COMPANY

                                                By:_____________________________

                                                Name:___________________________

                                                Its:____________________________
<PAGE>

                                WIRE INSTRUCTIONS

Please include the following information:

Bankers Trust Company
4 Albany Street
New York, New York

ABA Number:             021-001-033
A/C:                    01-419-647
For the A/C of:         Polycell/ABC Wireless Escrow
Attn:                   Corporate Trust & Agency Services
                        Carson Mclean

                              MAILING INSTRUCTIONS

Please include the following information:

Bankers Trust Company
Corporate Trust & Agency Services
4 Albany Street -MS 5041
Attn: Escrow Services, 4th floor
New York, NY 10006
<PAGE>

                                                                       EXHIBIT B

                            Form of License Transfer

                                   ASSIGNMENT

      This Assignment (the "Assignment"), dated as of ________________, 2000, is
executed by Polycell Communications, Inc. (the "Assignor") in favor of
______________________________ ("Assignee").

      WHEREAS, the Assignor is the present owner of all right, title and
interest in the _____ MHz PCS license for the BTA located in
___________________________ (individually a "License" and collectively, the
"Licenses"); and

      WHEREAS, pursuant to Section 3.2(b) of the License Acquisition Agreement
between Assignor and ABC Wireless, L.L.C. ("ABC"), of even date herewith
("Acquisition Agreement"), Assignor desires to assign to Assignee, and Assignee
desires to accept and assume from Assignor, effective as of the date hereof, all
of Assignor's right, title and interest in and to the Licenses.

      NOW THEREFORE, in consideration of the purchase price provided in the
Acquisition Agreement, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1.    Assignment. Assignor does hereby, assign, transfer and convey to
            Assignee, its successors and assigns to and for its or their use
            forever, all of Assignor's right, title and interest in and to the
            Licenses.

      2.    Limitations. Nothing contained in this Assignment shall in any way
            supersede, modify, replace, amend, change, rescind, waive, exceed,
            expend, enlarge or in any way affect the provisions, including
            warranties, covenants, agreements, conditions, representations or,
            in general any of the rights and remedies, and any of the
            obligations and indemnifications of Assignor or ABC, its successors
            or assigns set forth in the Acquisition Agreement, including without
            limitation any limits on indemnification specified therein. This
            Assignment is intended only to effect the transfer of a certain
            interest the transfer of which is contemplated in the Acquisition
            Agreement and shall be governed in accordance with the terms and
            conditions of the Acquisition Agreement.

      3.    Miscellaneous. This Assignment: (i) may be executed in counterparts,
            each of which as so executed shall be deemed to be an original, but
            all of which together shall constitute one instrument; and (ii)
            shall be governed by and in accordance with the internal laws of the
            State of Delaware, without regard to the principles of conflicts of
            law thereof.
<PAGE>

      IN WITNESS THEREOF, Assignor has caused this Assignment to be duly
executed and delivered as of this ___ day of February, 2000.

[ASSIGNOR]

By:__________________________________

Name:________________________________

Its:_________________________________