<PAGE>
                                                                   EXHIBIT 10.25



LLC INTERNATIONAL, INC.
7925 Jones Branch Drive
McLean, Virginia 22102
(703) 873-2000
Fax (703) 873-2100

September 24, 1999

Don Harris
Chief Executive Officer
Ubiquitel Holdings, Inc.
3 Bala Plaza, East
Suite 502
Bala Cynwyd, PA 19004

Dear Mr. Harris:

       This letter will confirm the agreement between Ubiquitel Holdings, Inc.
("Ubiquitel") and LCC International, Inc. ("LCC") with respect to Ubiquitel
engagement of LLC to perform all radio frequency engineering, optimization,
site acquisition, zoning, fixed network design, program management and ongoing
support and maintenance services (for an initial period of 5 years) that may
be necessary or required in connection with the design, deployment, and
maintenance of Ubiquitel's wireless communications system in the Tahoe Region
(approximately 80 sites), initially, and then in all subsequent Ubiquitel
markets (the "Services").

       Ubiquitel hereby engages LCC to provide the following Services for the
Tahoe Region:

       (a)    RF DESIGN AND INITIAL OPTIMIZATION.  These Services will consist
of completing predesign meetings and market setup activities, a preliminary
design, a final design, drive testing and initial optimization activities for
approximately 80 sites (52 cells and 28 repeaters) in the Tahoe Region.

       (b)    SITE ACQUISITION AND ZONING.  These services will consist of
preliminary research, site identification, lease acquisition and zoning
services for approximately 80 sites in the Tahoe Region.

       (c)    FIXED NETWORK DESIGN.  These services all consist of a design
with a single local exchange carrier ("LEC") per LATA, and a single inter
exchange carrier ("IXC") providing leased line costs, one switch, and a single
time period to be addressed

       (d)    PROGRAM MANAGEMENT.  These services will consist of providing
overall scheduling, budgeting and management services with respect to the
services described in (a), (b) and (c) above.

<PAGE>

       (e)    SUPPORT AND MAINTENANCE.  These services will consist of
providing the services of approximately six cell site technicians and one MSC
technician for an initial period of five years, to provide ongoing operational
support and maintenance services for the Tahoe Region.

       The Services for the Tahoe Region (as described in (a)-(c) above will
be provided commencing on or about October 1, 1999 and continuing (i) for a
period of approximately 14 months, with respect to the services described in
(a), (b), (a), and (d) above, and (ii) for an initial period of five years
commencing on or about January 1, 2000, with respect to the Services described
in (e) above, for the prices set forth in Exhibit A attached hereto.  All
payments of service fees, expense reimbursements, and other changes will be
made in accordance with the payment terms described in Exhibit A, and within
thirty (30) days after the date of LCC's invoice.  All past due payments will,
hear interest at a rate of 1.3% per month.  All service fees and other
payments are exclusive of any and all taxes, deductions, duties and similar
charges, which will be invoiced to and paid by Ubiquitel.  The prices set
forth in Exhibit A shall be subject to annual adjustment by LCC, on or about
each anniversary of the date of this agreement by an amount not exceeding the
corresponding increase, for the same annual period, in the Consumer Price
Index ("CPI"') for All Urban Consumers, as published by the Department of
Labor, Bureau of Labor Statistics.

       LCC warrants that it will render the Services in accordance with
generally accepted engineering standards and practices for the wireless
communications industry.  LCC's sole obligation under the foregoing warranty
shall be to reperform any Services that do not meet this standard.  This
warranty is provided in lieu of, and LCC hereby expressly disclaims, all other
warranties expressed or implied, including but not limited to any implied
warranty of merchantability, implied warranty of fitness for a particular
purpose, implied warranty of non-infringement and implied warranty arising out
of the course of dealing custom, usage or trade.  The warranties provided
herein are the only warranties made by LCC, and will not be enlarged or
diminished without LCC's prior written consent.

       In no event will LCC be liable in Ubiquitel or any other party for loss
of profits, business, use or data or for any special, incidental,
consequential or punitive damages of any kind or nature or for any reason
including, without limitation the breach of this agreement or any termination
hereof, whether asserted on the basis of contract, tort (including, without
limitation, negligence or strict liability) or otherwise whether or not LCC
has been advised 3f the possibility of such damages.  In no event will the
aggregate liability of LCC hereunder, except in the case of gross negligence
or willful misconduct, exceed the total amount of fees paid to LCC hereunder.

       Ubiquitel hereby agrees to engage LCC to provide all of the Services
that Ubiquitel, or any one or more of its affiliates (i.e. any person or
entity that is controlled by, controls, or is under common control with
Ubiquitel) may desire to procure from any third party in connection with the
design, implementation, deployment or operation of

<PAGE>

wireless telecommunications systems in the United States.  In the event
Ubiquitel determines that it, or any affiliate thereof, may require such
Services, Ubiquitel shall promptly notify LCC, end the parties will diligently
negotiate, in good faith, a mutually acceptable scope of work and pricing
terms.  If after thirty (30) days the parties are unable to agree on such
matters, after having used their best efforts to reach agreement, then
Ubiquitel shall have the right to solicit competing offers from third parties,
and LCC shall have a right of first referral to provide any and all such
services on terms, and at prices, substantially equal to the best bonafide,
written offer received by Ubiquitel to perform such services from vendor(s) of
comparable or greater size and scope of activity as LCC.  Ubiquitel shall
provide LCC with a copy of each bonafide written offer received by Ubiquitel,
with a written request for LCC to consider the same under this provision, and
LCC shall have fourteen (14) days from its receipt of such request to exercise
its right of first refusal.  Notwithstanding anything herein to the contrary,
the parties acknowledge that this provision shall not restrict Ubiquitel's
ability to perform these tasks with its own employees.

       The term of this agreement shall commence as of the date hereof,
and-continue an initial term of five (5) years, and shall thereafter be
automatically renewed for one additional five (5) year renewal term, followed
by additional and successive terms of one (1) year unless terminated by either
party (a) at the conclusion of the initial term or any renewal term, upon
written notice provided at least ninety (90) days prior to the conclusion of
such initial or renewal terms, or (b) immediately upon written notice of
termination, in the event of a material breach of this agreement by the other
party that has not been cured within thirty (30) days after written notice of
such breach (provided, however, that with the exception of any failure to pay
sums when due, (i) such period shall be extended for a reasonable period so
long as the non-breaching party commences and diligently pursues a cure, and
(ii) the termination shall be effective only with respect to the region or
regions in which the breach occurred), (c) by Client or LCC, immediately upon
written notice of termination to the other party, in the event the other party
shall (a) make an assignment for the benefit of creditors; (I,) file a
voluntary bankruptcy petition; (c) acquiesce to any involuntary bankruptcy
petition; or (d) be adjudicated bankrupt.

       During the term of this Agreement and for a period of one (1) year
thereafter, Ubiquitel covenants neither and agrees that neither it nor any of
its affiliates or such parties respective directors, officers, agents,
subsidiaries, successors or assigns shall, directly, indirectly or in concert
with any other person, solicit the services or employment of, or employ any
employee (including any person that was employed by LCC at anytime during the
six month period immediately prior to such solicitation or employment) of LCC.

       This Agreement shall be binding upon and inure to the benefit of
parties hereto and their respective successors and assigns.  Ubiquitel may not
assign or transfer any or all of its rights or obligations hereunder without
the prior written consent of LCC which shall not be unreasonably withheld.
Any attempted assignment or transfer which is made

<PAGE>

in violation of this paragraph Section 8.1 shall be null and void and shall be
deemed a material breach of this Agreement.

       The obligations hereunder of each party (except for the payment of any
monies or invoices) shall be suspended while and to the extent that such party
is prevented from complying herewith in whole or in part by any event beyond
the reasonable control of such), which for purposes of this Agreement shall
include, without limitation, acts of God, earthquakes, unavoidable accidents,
laws, rules, regulations or orders of government authorities, acts of war
(declared or not), hostilities, blockades, civil disturbances, embargoes,
strikes or any other similar event or cause.  If any event described in the
preceding sentence should result in the suspension of either party's
performance of its obligations hereunder, such party shall give written notice
of such suspension to the other party, specifying in reasonable detail the
nature of the event causing such suspension.

       This Agreement (together with the Exhibits hereto) constitutes the
entire agreement between LCC and Ubiquitel regarding the subject matter
hereof.  All prior or contemporaneous agreements, proposals, understandings
and communications between LCC and Ubiquitel regarding the subject matter
hereof, whether oral or written, are superseded by and merged into this
Agreement. Neither this Agreement nor any Exhibit hereto may be modified or
amended except by a written instrument executed by both LCC and Ubiquitel.

       Notwithstanding anything herein to the contrary, all right, title and
Interest In and to any and all software, methodologies, inventions,
discoveries) techniques, computer programs, algorithms, databases and
documentation used, developed or conceived by LCC in the performance of the
Services shall be and remain the exclusive property of LCC; provided, however,
that all tangible reports, designs and/or drawings that are delivered to
Ubiquitel hereunder shall be the property of Ubiquitel.

       No waiver by either party of a breach of any term, provision or
condition of this Agreement by the other party shall constitute a waiver of
any succeeding breach of the same or any other provision hereof.  No such
waiver shall be valid unless executed in writing by the party making the
waiver.

       This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia, without regard to principles of
conflicts of law.

       In the event it is necessary for either party to take any legal action
to enforce any of the terms, provisions or conditions of this Agreement, the
prevailing party will be entitled to recover from the other party all
reasonable attorneys' fees and all costs and expenses relating to such legal
action.

Sincerely



Donald R. Rose

<PAGE>

Senior VP, Sales and Marketing and the Americas
LCC International, Inc.

AGREED TO AND ACCEPTED

Ubiquitel Holdings, Inc.


By:
   -----------------------------
Don Harris
Chief Executive Officer

<PAGE>

                                     EXHIBIT A

                             Pricing and Payment Terms

I.     RF ENGINEERING AND INITIAL OPTIMIZATION.

       RF Engineering Design, Initial Optimization, and Drive Testing services
will be billed and paid for on a time and materials basis at the following
rates for the following titles:

                  Title                 Hourly Charge
                  -----                 -------------

                  Senior Principal        $137.00
                  Engineer
                  Principal Engineer       125.00
                  Senior Engineer          110.00
                  Design Engineer           90.00
                  Associate Engineer        80.00
                  Technical Assistant       60.00


       plus, reimbursement of all out-of-pocket expenses incurred by LCC in
performance of the services including, without limitation: (a) travel,
lodging, temporary housing, per clients for meals and incidentals (at $30.00
per person, per day), rental cars (1 per person), trips home for personnel
(once per month at coach rate), office space, rented furniture, utilities and
telecommunications, each of which will be invoiced to and paid by Ubiquitel at
cost plus 10%, and (b) the cost of temporary cranes, trucks and associated
rigging, airspace safety analysis, FAA form filing and opinion letters, each
of which will be billed at cost.

       provided, however, that the combined hourly charges (excluding
expenses) for RF Engineering Design, Initial Optimization, and Drive Test
services shall not exceed $16,500 per site.  This not to exceed price assumes
approximately 80 sites (52 sells and 28 repeaters), and includes all labor to
perform the RF design process (except third party services) for three
candidate site evaluations per search area ring.  For each additional
evaluation over 3, the not to exceed price will be increased by $1,200.  This
not to exceed price does not include AM tower detuning analysis, and
interference analysis to/from nearby or co-located systems.

       All charges (hourly fees, reimbursable expenses, etc.) will be billed
on a monthly basis as incurred.

II.    SITE ACQUISITION AND ZONING.

       Site Acquisition and Zoning services will be billed and paid for on a
time and materials basis at the following rates for The following titles:

<PAGE>

                  Title                       Hourly Charge
                  -----                       -------------

                  Program Manager               $125.00
                  Site Acquisition/Zoning        100.00
                  Manager
                  Site Acquisition/Zoning         80.00
                  Specialist
                  Project Coordinator             60.00


       plus, reimbursement of all out-of-pocket expenses incurred by LCC in
performance of the services including, without limitation: (a) travel,
lodging, temporary housing, per diems for meals and incidentals (at $30.00 per
person, per day), rental cars (1 per person), trips home for personnel (once
per month at coach rate), office space, rented furniture, utilities and
telecommunications, each of which will be invoiced to and paid by Ubiquitel at
cost plus 10%, and (b) the cost of governmental fees (application fees, filing
fees, permitting fees, etc.), fees for third party experts, public relations,
witnesses, and similar expenses (e.g., zoning experts, attorneys, etc.), title
search costs, zoning, tax, USGS maps, plot plans and ordinances, environmental
compliance assessment, reports, or geotechnical services, A&E design and
construction documents as required as leasing and zoning-exhibits, each of
which will be billed at cost plus 10%.

       provided, however, that the combined hourly charges (excluding
expenses) for Site Acquisition and Zoning Services shall not exceed $15,873
per site. This not to exceed price assumes approximately 80 sites (52 cells
and 28 repeaters), and includes all labor to perform the site acquisition and
zoning process (except for third party services and with only 60 hours of
zoning/permitting included) for three candidate site evaluations per search
ring.  In the event a search ring is re-issued, re-designed or the 3
candidates prove unsuitable (in which case the search ring will be treated as
having been re-issued), the search ring will be treated as a new site.

       All charges (hourly fees, reimbursable expenses, etc.) will be billed
on a monthly basis as incurred.

III.   FIXED NETWORK DESIGN.

       Fixed Network Design        $100,000

       This price assumes approximately 80 sites (as above) one LEC, and one
IXC, and includes all labor to perform the fixed network design for the Tahoe
Region.  If the number of sites exceeds 80, then an additional charge of
$1,200 per candidate site will be billed.

       This price excludes each of the items described in Section I(a) and
(e) above, which will be billed at cost, plus 10%.

       The price for the Fixed Network Design will be billed (a) 20% upon
commencement of services, (b) 40% at four months following commencement of

<PAGE>

services, and (c) 40% upon completion of the Final Fixed Network Design.
Reimbursable expenses will be billed on a monthly basis as incurred.

IV.    PROGRAM MANAGEMENT.

       Program Management          $10,000 per month

       This price assumes approximately 80 sites (as above), and includes all
labor to perform program management services for the Tahoe Region.

       This price excludes each of the items in Sections I (a) and (e) above,
which will be billed at cost plus 10%.

       The price for program management services will be billed monthly, in
advance.  Reimbursable expenses will be billed monthly as incurred.

<PAGE>


                              LCC INTERNATIONAL, INC.
                               7925 Jones Beach Drive
                               McLean, Virginia 22102




May  8, 2000


Mr. Dean Russell
Chief Operating Officer
UbiquiTel Operating Company
1 Bala Plaza, East
Suite 502
Bala Cynwyd, PA 19004

Dear Mr. Russell:

       We are pleased to have had the opportunity to work with your
organization over the last few months on the Tahoe region project.   Your
staff has proven to be both expert and professional.   In connection with
UbiquiTel's expansion into Northern California/Eureka, Spokane, Logan,
Boise/Twin Falls/Pocatello, Southern Utah/Nevada, and
Indiana/Kentucky/Evansville markets, (the "Additional Markets"), and LCC's
provision of services for the Additional Markets on a fixed price basis, I am
providing the attached Scope of Work (Exhibit A), Pricing and Payment (Exhibit
B) and Additional Terms and Conditions (Exhibit C).  It is intended that the
attachments apply to the Additional Markets only.  LCC's provision of the
services shall also be governed by the following terms of that certain letter
agreement, dated September 24, 1999, between the parties, each of which are
incorporated herein by reference: paragraphs 4 (warranty), 5 (limit of
liability), 7 (term), 8 (non-solicitation), and the miscellaneous provisions
in paragraphs 9, 10, 11, 12, 13 and 14 thereof.  This letter, the attached
Exhibits, and the foregoing provisions of the letter agreement, are referred
to as the "Agreement".
       If the Scope of Work, Price and Payment and Terms and Conditions are
acceptable to you, please acknowledge UbiquiTel's agreement to engage LCC to
perform the selected services described in Exhibit A, at the prices set forth
in Exhibit B, subject to the terms of the Agreement.  Again, we look forward
to this opportunity to continue our beneficial relationship with UbiquiTel.


Sincerely,



Peter Deliso
Vice President, General Counsel

Acknowledged and Agreed this 8th day of May, 2000:


UbiquiTel Operating Company


By:
      ----------------------------
      Dean Russell
      Chief Operating Officer

<PAGE>

                                     EXHIBIT A

                                   SCOPE OF WORK


1.0    GENERAL

     LCC may perform program management, RF engineering, fixed network
engineering, site acquisition, zoning regulatory compliance, site design
management and permitting as described herein and such other services in support
of the design, implementation, deployment or operation of wireless
telecommunications networks as mutually agreed when authorized by a duly
executed Work Authorization (the "Services").  The form of the Work
Authorization is attached hereto as Attachment 1.

     In a Work Authorization for a particular market, UbiquiTel will request the
performance of certain Services.  The scope of work for each Service includes
references to other Services to clearly define what the obligations of UbiquiTel
or a third party are in the event UbiquiTel or a third party performs any
Service. UbiquiTel agrees and acknowledges that LCC's timely performance and
completion of the Services are dependent on the timely and effective completion
of the obligations of UbiquiTel's or any of its affiliates, representatives,
contractors, or agents including, but not limited to, Sprint PCS, Lucent
Technologies and SpectraSite Holdings, timely delivery of all relevant
information necessary to perform the Services and the timely decisions and
approvals by UbiquiTel.  A list of UbiquiTel's obligations (or those of its
other third-party contractors, representatives or agents) and required decisions
and approvals of UbiquiTel, which shall not be unreasonably withheld, of
UbiquiTel is set forth in the UbiquiTel's Responsibilities list attached hereto
as Attachment 2.  LCC agrees and acknowledges that certain of UbiquiTel's
obligations are dependent on LCC's timely performance of its obligations.

     UbiquiTel may request, for certain specific sites within a market on a
site-by-site basis, performance of only a portion of the Services otherwise
specified in the respective Work Authorization.  UbiquiTel shall designate in
writing the sites for which only a portion of the Services shall be provided and
shall specify which Services shall be performed for which sites (referred to
herein as a "Partial-Service Site").

     UbiquiTel shall provide adequate project workspace and equipment located in
reasonable proximity to the work to be performed under each Work Authorization.
Such workspace shall be sufficient size as to accommodate LCC's staff and the
staff of the A&E Consultant (as such term is defined in Section 6.0).

     Unless otherwise indicated by the context any reference to "site" herein
shall mean a cellsite or a base transceiver station ("BTS") site.

<PAGE>


1.1.   Out-of-Scope Services

       Any service provided to UbiquiTel by LCC that is not specifically set
forth as an obligation of LCC in this Scope of Work shall be deemed an out of
scope service, including, but not limited to, the following (an "Out-of-Scope
Service"):

       1.     Negotiation of Master Leases.

       2.     Identification of more than (3) qualified candidates per Search
              Ring.

       3.     At UbiquiTel's request, Services provided in Section 5.1 and 5.2
              prior to the issuance of a Search Ring.

       4.     Services performed for Partial Service Sites

       5.     Any services involving review, evaluation, or design which cannot
              be completed by reviewing existing as-built drawings and
              documents, including but not limited to any services connected
              with on-site structure audit, inspection, tower climbing, or field
              investigations of existing towers.

       6.     Any services involving review or evaluation by the A&E Consultant
              (as defined in Section 5.0) of the localized structural elements
              supporting antennas, waveguide and radio equipment.

       7.     Any services requested by UbiquiTel provided in connection with
              re-negotiation or revisions to executed leases or to Executable
              Leases (as defined in Section 6.0 or the continuation of
              negotiations of a non Executable Lease.

       8.     Any zoning services provided in connection with more than three
              public meetings or hearings for the application, per site, in
              order to achieve a final zoning determination.

       9.     Any services provided in connection with any third-party subject
              matter expert consulting required by the local zoning authority as
              a part of the zoning application process.

       10.    Delays in Services performed by LCC due to the untimely delivery
              or performance of the responsibilities or obligations of
              UbiquiTel, its employees, affiliates, representatives, agents or
              contractors.

2.0    PROGRAM MANAGEMENT (PM) SERVICES

       Upon authorization by Work Authorization LCC shall provide Project
Management services as follows:

<PAGE>


2.1    OVERALL PROGRAM AND PROJECT MANAGEMENT

       2.1.1  LCC shall oversee and manage the coordination and delivery of the
              following Services to UbiquiTel, as these Services are defined in
              the Agreement, regardless of who performs such Services:

              (a)    Fixed Network Engineering

              (b)    RF Engineering

              (c)    Site Identification, Qualification, Acquisition including:

                     Master Lease/Co-Location Opportunity Identification

                     Preliminary Zoning Investigation and Analysis

                     Candidate Site Identification, Qualification and Selection

                     Site Leasing

                     Zoning and Land Use Approvals

                     FAA/FCC Antenna Structure Registration Compliance

                     AM Tower Compliance

                     NEPA Land Use Compliance and RF Exposure Analysis

              (d)    Site Civil Design and Building Permit Processing

              (e)    Site Closeout and Turnover

              (f)    Other Services

                     Such other services which may be requested by UbiquiTel on
                     a case-by-case basis and mutually agreed upon by the
                     parties.

              In no event does LCC's obligation to perform Program Management
              Services impose any obligation or responsibility on LCC to perform
              any Services for which it is not authorized by the Work
              Authorization.

       2.1.2  LCC shall deliver, in a form and at times mutually acceptable to
              LCC and UbiquiTel, progress reports for the Services described
              within each Work Authorization.  Such reports shall provide
              information as to the status of the project, any action or
              consents required by UbiquiTel, and shall include the status of
              the Master Schedule (as defined below).

       2.1.3  LCC shall cooperate with UbiquiTel in its overall management of
              the project.  LCC's assistance and support shall be limited to
              overall coordination with UbiquiTel's other representatives or
              sub-contractors, input of relevant data into LCC's project
              management and reporting systems and tracking of completion dates
              for completed key activities as described in more detail in
              SECTION 2.2 (Scheduling).

<PAGE>


       2.1.4  Upon UbiquiTel's request, subject to any confidentiality
              restrictions, LCC shall provide copies of LCC's approved scope of
              work for the project, the Master Schedule (as described below) and
              any other item UbiquiTel may request in its reasonable discretion
              to third parties and to UbiquiTel's designated representatives.

2.2    SCHEDULING

       2.2.1  For each Work Authorization, LCC shall prepare, subject to
              UbiquiTel's reasonable approval, a schedule (the "Master
              Schedule") which shall set forth Key Milestone dates to be
              mutually agreed upon by UbiquiTel and LCC prior to the
              commencement of work.

       2.2.2  LCC shall use commercially reasonable efforts to meet Key
              Milestone dates set forth in the Master Schedule.

       2.2.3  LCC shall track all open items and outstanding items and shall
              monitor and maintain updated forecast dates and completions dates
              for all Key Milestone dates on a site-by-site basis.  LCC shall
              make such status reports available to UbiquiTel.

       2.2.4  LCC shall meet with UbiquiTel, at mutually agreeable times and
              places, to compare the progress of completion of the Services to
              Key Milestone dates in the Master Schedule.

       Either party may propose an amendment to the Master Schedule. The Master
       Schedule shall be amended when both parties approve an amendment to the
       Master Schedule with revised forecast dates. Such approval shall be given
       in the parties reasonable discretion.

2.3    PROGRAM MANAGEMENT DELIVERABLES

       2.3.1  The Master Schedule.
       2.3.2  Status Reports, as described in SECTIONS 2.1.2 AND 2.2.3.

<PAGE>


3.0    FIXED NETWORK ENGINEERING (FNE) SERVICES

       Upon the approval of a Work Authorization, LCC shall perform Fixed
Network Engineering services as follows:

3.1    MOBILE SWITCHING CENTER (MSC) LOCATION ANALYSIS AND CONFIGURATION

       3.1.1  LCC shall perform MSC location analysis in accordance with
              specifications set forth in the Work Authorization.  LCC will
              review the different options for the MSC location, analyze
              appropriate locations, rank the selections, and provide a
              recommendation for the MSC location.

       3.1.2  UbiquiTel shall provide LCC information on subscriber patterns and
              shall combine subscriber patterns with the network vendor
              equipment specifications to provide final configuration parameters
              for the MSC VLR (Visitor Location Register) and HLR (Home Location
              Center).

3.2    BACKHAUL AND INTERCONNECTION DESIGN AND DIMENSIONING

       3.2.1  LCC shall compare leased line and microwave solutions for the
              UbiquiTel network and assist UbiquiTel in selecting and
              maintaining leased lines where required in the network.  Utilizing
              published  tariffs and estimated costs of deploying microwave
              equipment, LCC shall perform a "least cost interconnection study"
              and shall deliver a report of its  the recommendations to
              UbiquiTel.

       3.2.2  LCC shall design a network topology providing interconnection
              between cellsites and MSCs based on the results of the least cost
              interconnection study.  Upon completion of this activity, LCC
              shall deliver a cellsite to MSC interconnection design plan. This
              plan shall include the quantity of microwave links or T1s that
              will be required to provide the necessary capacity between the
              cellsite(s) and the MSC.  LCC shall be responsible for management
              of the procurement process of microwave/T1.

       3.2.3  LCC shall evaluate, select and negotiate with various LEC/CAP to
              be the lease line provider in a master service agreement between
              UbiquiTel and the lease line provider for all backhaul and
              interconnection requirements.  LCC shall process order, track and
              provide acceptance for each leased line.

       3.2.4  LCC shall perform an analysis of the MSC to PSTN/PLMN
              interconnection requirements. Upon completion of this activity,
              LCC shall provide an MSC to PSTN/PLMN interconnection design plan.
              This plan shall include the quantity of trunks that will be
              required to provide the necessary capacity between the MSC and the
              PSTN/PLMN, which includes 800 and 911 traffic. LCC shall be
              responsible for the procurement process of all trunks.

<PAGE>


       3.2.5  If required in LCC's discretion, as determined by the availability
              of T1s and the results of the least cost interconnection study,
              LCC shall prepare a microwave network design.  The following tasks
              will be performed:

                     (a)  Path Profiles and Analysis
                     (b)  Frequency Band Feasibility Study
                     (c)  Site Surveys and Path Evaluation Report
                     (d)  Development of the RFQ for the Microwave System
                     (e)  Microwave Vendor Selection and Assessment


       NOTE: ADDITIONAL ENGINEERING RESOURCES REQUIRED FOR THE MICROWAVE LINKS
       IMPLEMENTATION PROCESS THAT WILL INCLUDING COORDINATION, INSTALLATION AND
       ACCEPTANCE TEST. LCC AND UBIQUITEL BASING ON FINAL MICROWAVE NETWORK
       DESIGN TOPOLOGY SHALL MUTUALLY AGREE THE ADDITIONAL SCOPE OF WORK.


3.3    CELLSITE COMMISSIONING AND INTEGRATION

       3.3.1  LCC shall provide cellsite commissioning & integration services.
              The specific tasks to be performed are as follows:

                     (a)  Prepare the connectivity plan for the cluster of
                          cellsites to be interconnected to the MSC
                     (b)  Prepare the BTS parameters for commissioning and
                          integration with the MSC through T1s or microwaves
                     (c)  Prepare T1 timeslots allocation table for
                          interconnections to the MSC for voice and signaling.
                     (d)  Commission and integrate cellsites into the network

3.4    SWITCH NETWORK DESIGN, ENGINEERING AND COORDINATION

       3.4.1  LCC shall design and coordinate the switch network engineering
              activities for implementation, commissioning and acceptance. This
              includes managing and coordinating the "Change Control Process"
              that initiates, requests, responds to or implements a change in
              fixed network elements based on new requirements, additions or
              upgrades to the original scope of work as mutually agreed by
              UbiquiTel and the party providing the Service.

       3.4.2  LCC shall coordinate with vendors on technical and engineering
              issues, which includes:
                     (a)  Participate in switch procurement process and
                          prepare customer switch questionnaire to ensure the
                          correctness and accuracy of the switch network
                          configuration

<PAGE>


                     (b)  Dimension and order the DACS, DSX, GPS/BITS,
                          Access60 Telco system, IWF and ICOS equipment.
                     (c)  Coordinate the inputs and prepare the ODD 5E switch
                          translation questionnaires
                     (d)  Coordinate the inputs and prepare the ODA ECP switch
                          translation questionnaires
                     (e)  Ensure the correctness and accuracy of switch
                          network equipment capability and functionality based
                          on UbiquiTel's network plan and market needs
                     (f)  Verify switch equipment specifications and
                          performances

       3.4.3  LCC shall manage and monitor the implementation of the switching
              network infrastructure to include:

                     a)   Negotiate with the LEC/CAP providers to obtain CFA
                          and POI for the interconnection to with landline
                     b)   Plan, prepare and coordinate all facility and
                          equipment assignments between the switch an
                          transport network components, which includes the
                          DACS translation activities
                     c)   Install, commission and help integrate the following
                          equipment
                          -    ICOS system
                          -    Access60 system
                          -    IWF system
                          -    GPS and BITS system

                    (d)   Assist with switch dialing plan that includes
                          preparation for the Telephone Number Administration
                          (TNA) checklist and coordinate the CLLI Code
                          Assignment.

       3.4.4  LCC shall coordinate with the local PSTN/PLMN on inter-network
              integration and acceptance testing activities.

       3.4.5  LCC shall participate in system commissioning and acceptance
              testing as follows:

                     (a)  Monitor vendor commissioning tests, Sprint network
                          integration tests, and Sprint network audit tests
                     (b)  Coordinate UbiquiTel and commissioning acceptance
                          tests
                     (c)  Participate with OPAC testing
                     (d)  Compile a "Punch List" of defects

       3.5    FIXED NETWORK ENGINEERING DELIVERABLES

       3.5.1  MOBILE SWITCHING CENTER (MSC) LOCATION AND CONFIGURATION

<PAGE>


              3.5.1.1   MSC LOCATION RECOMMENDATIONS
              3.5.1.2   Initial switch configuration


       3.5.2  BACKHAUL AND INTERCONNECTION DESIGN AND DIMENSIONING

              3.5.2.1   Least Cost Interconnection Study
              3.5.2.2   Cellsite to MSC Interconnection Design Plan
              3.5.2.3   MSC to PSTN/PLMN Interconnection Design Plan
              3.5.2.3   Microwave Network Design, if required

<PAGE>


       3.5.3  CELLSITE COMMISSIONING AND INTEGRATION

              3.5.3.1   Connectivity Plan for Cellsites to the MSC
              3.5.3.2   BTS Parameters List
              3.5.3.3   BTS Commissioning & Integration Plan

       3.5.4  SWITCHING NETWORK IMPLEMENTATION MANAGEMENT AND COORDINATION

              3.5.4.1   Switch Network Design questionnaires
              3.5.4.2   Customer engineering questionnaires
              3.5.4.3   CFA design document
              3.5.4.4   ODD design document (switch translation table)
              3.5.4.5   ODA design document (Executive Control Processor)
              3.5.4.6   TNA checklist
              3.5.4.7   Transport facilities design document,
              3.5.4.8   Configuration and procumbent spec for ICOS, Access 60
                        systems.
              3.5.4.9   Compile all vendors' commissioning and acceptance
                        document

Note: All deliverables will be documented for future references

<PAGE>

4.0    RF ENGINEERING (RF) SERVICES

       Upon the approval of a Work Authorization, LCC shall provide RF
Engineering services as follows.  In the performance of such Services, LCC will
use the design guidelines set forth in the Sprint PCS "RF Design Guidelines Rev.
9.0".

4.1    RF DESIGN OF THE MARKET

       4.1.1  LCC shall prepare the databases required for each of the market
              designs.  The databases will be developed from LCC's existing
              databases for the United States as well as from data obtained
              through third-party sources and will include terrain and
              demographics.  If LCC's standard antenna database does not include
              UbiquiTel desired antennas, then LCC will obtain digitized
              patterns from third party vendors and have them added to the
              database.

       4.1.2  UbiquiTel shall provide coverage objectives to LCC in the form of
              a map with coverage regions and service requirements indicated.
              The coverage objectives will define the area in which the network
              will be installed and the type of service required in each area.

       4.1.3  LCC shall incorporate the results of any preliminary zoning
              analysis into the design.

       4.1.4  Any Master Lease Opportunity identified or other preferred site
              locations which are provided will be considered in the design
              process.

       4.1.5  LCC shall license a propagation tool.  The propagation tool and
              the associated databases will be copied to local networks at the
              UbiquiTel-provided project offices by LCC staff.

       4.1.6  During the project, LCC shall test sites in each service area
              (network) to characterize environmental distinctions such as dense
              urban, urban, suburban, and rural.  The drive test data will be
              post-processed to determine environment specific correction
              factors to the general propagation prediction model being used in
              the design.

       4.1.7  LCC shall prepare the preliminary design using the mutually agreed
              design goals and objectives.  Preference will be given to sites
              preferred by UbiquiTel, its partners, affiliates, and any master
              site agreements in place.  Buildings and other existing structures
              will be given preference over undeveloped land.

       4.1.8  LCC shall perform the following engineering analyses to finalize
              the design for UbiquiTel approval:

<PAGE>

                              -  (a)  Forward Path Ec/Io.
                              -  (b)  Coverage Analysis
                              -  (c)  Regions in soft handoff by type.
                              -  (d)  Required mobile Tx power on reverse path.

       4.1.9  UbiquiTel shall supply LCC with projections of subscriber count,
              subscriber usage, and blocking criteria if not included in the
              Rev. 9.0 document.

       4.1.10 LCC shall prepare search area maps (also referred to as "Search
              Rings"), based upon the preliminary design, that identify desired
              locations of all sites within the market.  UbiquiTel shall approve
              in writing the release of the search area map to Site Acquisition
              for site identification and qualification. LCC shall modify the
              design as needed to reflect actual field conditions of the
              selected candidate sites.

4.2    SYSTEM DEPLOYMENT

       4.2.1  LCC shall rank candidate sites and validate that the site is
              acceptable for the design according to the information provided by
              Site Acquisition.

       4.2.2  When necessary in LCC's judgment, LCC shall perform a drive test
              of the Primary Site Candidate (as defined in SECTION 5.3.6) using
              an Ericsson RSAT-2000 scanning receiver. LCC will prepare the
              drive test routes, set up the test transmitter, drive the test
              route, collect the test data, and remove the test transmitter at
              the conclusion of the test.  After the test data is collected, LCC
              will perform measurement integration to compare the received
              signal strengths predicted by the propagation tool with the
              collected data values.  A correction factor for the site will be
              determined for the propagation tool.

       4.2.3  At the conclusion of the candidate site evaluation and drive
              testing, if no candidate sites within a given search area are
              acceptable, then a redesign of a portion of the network will be
              required and pricing will be adjusted in accordance with Price and
              Payment provisions.  Redesigns will be subject to UbiquiTel's
              reasonable approval.  LCC and UbiquiTel will agree to a new
              Delivery Milestone Deadline Date for the redesigned sites.

       4.2.4  LCC shall support UbiquiTel in defending the final selected sites
              before regulatory bodies.  The preparation for these hearings may
              include the creation of plots and short reports (1-2 pages long).
              An LCC engineer will attend the hearing to discuss the technical
              issues associated with the site.  Approval by a regulatory board
              is not guaranteed by the attendance of the LCC engineer.

       4.2.5  Microwave relocation shall be performed by UbiquiTel.

<PAGE>


       4.2.6  The final design site may be co-located with other RF facilities,
              in which case, LCC shall perform isolation and intermodulation
              studies to determine the best placement for the UbiquiTel
              equipment so that it will not interfere with, or receive
              interference from, the co-located RF facilities.

       4.2.7  LCC shall utilize a planning tool, along with the results of the
              site drive tests to provide a final RF site configuration.

       4.2.8  LCC engineers shall review site drawings and approve those
              drawings that meet design and co-site interference requirements.
              The drawings to be reviewed include lease drawings, building
              permit drawings, zoning drawings, and final Construction Drawings
              (as defined in SECTION 6.1.6).

       4.2.9  LCC shall perform a final site visit to verify that the
              installation was performed in accordance with the final approved
              drawings.  The items to be verified will be antenna radiation
              center, orientation, cable type and length, connectors, co-located
              antennas, and other relevant RF issues.

4.3    PRIOR COORDINATION NOTICE (PCN)

       For each site to be constructed, LCC shall provide a completed Prior
Coordination Request Form, the form and content of which shall be mutually
agreed upon prior to commencement of work, containing relevant engineering site
data to Sprint PCS's designated Regulatory Compliance representative for prior
coordination, analysis and notification to microwave incumbents prior to
activation of a PCS site.  LCC shall submit the PCN Request Form with this
information no later than forty-five (45) days prior to the on-air date for the
market or site.

4.4    FCC NEPA RF EXPOSURE COMPLIANCE

       In accordance with the requirements of the National Environmental Policy
Act of 1969 ("NEPA") contained in Title 47 CFR Section 1 - Subpart I and any
other environmental procedures of UbiquiTel or its affiliates including Sprint
PCS, LCC shall provide NEPA RF Exposure Compliance services in accordance with
Title 47 CFR Section 1.1307(b) (referred to herein as "NEPA RF Exposure
Requirements") as follows:

       4.4.1  LCC shall prepare an analysis, using modeling software acceptable
              to Sprint PCS, to determine if the RF exposure levels are in
              compliance with NEPA RF Exposure Requirements.

       4.4.2  LCC shall collect field measurements of a site's RF exposure
              levels when the software analysis, using conservative assumptions
              of antenna data, does not determine that the RF exposure level is
              in compliance and the actual antenna data cannot be obtained; or
              when other regulatory requirements, such as zoning, necessitate
              the collection of field measurements.

<PAGE>


       4.4.3  For each site, LCC shall prepare the Sprint PCS NEPA RF Exposure
              Checklist form, the form of which shall be provided by UbiquiTel.
              Required mitigation techniques for compliance shall be ascertained
              from the NEPA RF Exposure Checklist form.

       4.4.4  LCC shall inform UbiquiTel's construction contractor of any
              required mitigation measures.


4.5    OPTIMIZATION OF THE NETWORK FOR COMMERCIAL LAUNCH

       4.5.1  LCC shall prepare cell dependent measurement drive routes and
              perform sector testing, using the RSAT, to ensure correct power
              setting of the site, proper antenna orientation and correct PN
              assignment.

       4.5.2  LCC shall perform optimization of clusters consisting of 12 to 19
              sites each.  During the cluster optimization, LCC shall check hand
              off, potential interference and forward and reverse link quality.

       4.5.3  LCC shall perform system optimization testing to check overall
              system performance.  Several tests will be performed to collect
              data and ensure that forward and reverse links quality is
              maintained, proper hand-offs location and potential interference
              is reduced.

       4.5.4  LCC will perform optimization services in accordance with
              generally accepted practices.  LCC and UbiquiTel will mutually
              agree on the criteria for optimization and will mutually agree,
              prior to the commencement of optimization services, to define the
              following: Dropped calls, FER, EC/LO and RSSI based in actual
              drive test data.

<PAGE>


4.6    RF ENGINEERING SERVICES DELIVERABLES

     The following deliverables will be provided in the RF Site Package to be
delivered at the completion of the project:

       4.6.1  Search Area Map
       4.6.2  Candidate Evaluation Form
       4.6.3  Caravan Visit Form and Final Configuration Form
       4.6.4  Drive Test Data Evaluation Form
       4.6.5  Prior Coordination Notice Request Form
       4.6.6  NEPA RF Exposure Checklist
       4.6.7  Optimization Data Package to include: (1) Ec/Io Plots, (2) FER
              Plots, (3) Dropped Call Plots, (4) Mobile Received Power, and (5)
              Mobile Transmit Power
       4.6.8  Format C on or before the 20th day of each month for each market
       4.6.9  RF or system overlays as needed to provide to Sprint


<PAGE>


       5.0    SITE ACQUISITION (SA), ZONING (Z) AND REGULATORY COMPLIANCE (RC)
              SERVICES

       Upon approval of a Work Authorization, LCC shall provide Site
Acquisition, Zoning and Regulatory Compliance Services as follows:

5.1    MASTER LEASE/CO-LOCATION OPPORTUNITY IDENTIFICATION

       5.1.1  Upon the issuance of a Search Ring, LCC shall conduct an initial
              investigation to identify and qualify potential new master lease
              and co-location site opportunities (referred to herein as "Master
              Lease Opportunities") that meet UbiquiTel approved site criteria,
              which criteria shall include, but not be limited to, equipment
              specifications, overall lease premise area, clearance and other
              configuration information, site operational restrictions and any
              information that would have an impact on leasing (the "Approved
              Site Criteria").

       5.1.2  Based on the initial investigation above, LCC shall conduct a
              preliminary evaluation of each Master Lease Opportunity site for
              consistency with Approved Site Criteria, engineering design
              suitability, and UbiquiTel's business and financial requirements
              ("Site Financial Requirements").  The objective of the preliminary
              evaluation shall be to determine:

                     (a)    That the site can likely be leased under a Master
                            Lease Opportunity agreement with acceptable terms
                            and conditions.

                     (b)    That zoning or other regulatory land use approvals
                            and permits may be obtained under acceptable terms
                            and conditions.

                     (c)    That the intended construction and installation can
                            be feasibly accomplished under acceptable terms,
                            conditions and cost parameters.

                     (d)    That the site will accommodate the equipment
                            contemplated for the site.

              Based upon this evaluation, LCC shall make recommendations to
              UbiquiTel for each Master Lease Opportunity, or for sites within
              any Master Lease Opportunity which LCC believes may expedite
              development of the network and which should be further
              considered.

       5.1.3  In any case where the owner of a Master Lease Opportunity site is
              likely to require or may prefer its own form of lease agreement,
              LCC shall obtain an unexecuted copy of the required or preferred
              lease or license agreement.

<PAGE>


5.2    PRELIMINARY ZONING INVESTIGATION AND ANALYSIS

       5.2.1  Upon the issuance of a Search Ring, for all jurisdictions within
              which any search ringis likely to be located, LCC shall conduct a
              preliminary jurisdiction-level zoning investigation (the
              "Preliminary Zoning Investigation"), as described below, to
              research, analyze, document and record preliminary zoning
              information relevant to the proposed use.  LCC shall consider this
              information, and in particular the zone locations which may be
              more favorable for candidate sites, in the design and overall
              development strategy for the project.

       5.2.2  LCC shall contact each relevant local land use jurisdictions in
              which any Search Ring is located to obtain zoning or other land
              use information that may be significant in the zoning strategy for
              development of the proposed use within that jurisdiction.  Key
              zoning aspects, such as site development standards, land use
              policies, submittal requirements, processing timeframes,
              restrictions, the likelihood of moratoria or other regulatory
              delay, filing fees and hearing schedules, shall be considered as a
              part of the Preliminary Zoning Investigation.

       5.2.3  LCC shall prepare and provide to UbiquiTel, as part of the Site
              Candidate Information Package described in SECTION 5.3.2, a brief
              summary of key information determined in the Preliminary Zoning
              Investigation.  This summary shall include:

                     (a)    Land use designations.

                     (b)    Applicable site development standards such as height
                            restrictions, setbacks, screening requirements and
                            site area coverage limits.

                     (c)    Application requirements, the approval process and
                            the estimated timeframe necessary to achieve zoning
                            approvals, including periods for appeals.

                     (d)    Names, addresses, phone and position of contact(s)
                            in each relevant department.

       5.2.4  LCC shall develop and recommend strategies and tactics for zoning
              or other land use approvals that will be required based upon the
              Preliminary Zoning Investigation and other information.

       5.2.5  LCC shall notify UbiquiTel of any areas or zones considered to be
              "difficult-to-zone", and shall make reasonable attempts to avoid
              dependence on them as a part of the system design.

5.3    CANDIDATE SITE IDENTIFICATION, QUALIFICATION AND SELECTION

<PAGE>


       5.3.1  Upon issuance of the Search Ring, LCC shall perform a field search
              for qualified sites meeting UbiquiTel's approved criteria.  For
              each Search Ring, LCC shall identify up to three (3) qualified
              candidate sites which LCC believes meet the approved criteria.

              Notwithstanding the foregoing, LCC shall not be obligated to
              identify or to provide other services for more than one (1)
              candidate site in any Search Ring unless additional candidates
              are required in order to identify at least one qualified
              candidate that ultimately is acceptable as the Primary Site
              Candidate (as defined in SECTION 5.3.6) for that Search Ring.

       5.3.2  Except in cases where the respective information is not readily
              available (in which case LCC shall provide a brief explanation of
              the circumstances), LCC shall provide a Site Candidate Information
              Package (the "SCIP") for each identified candidate site.  The SCIP
              shall contain relevant preliminary physical, ownership, location
              and other information in order to assess the sites substantial
              acceptability and consistency with approved criteria and
              engineering parameters, and shall substantially include the
              following:

                     (a)    Search Ring information such as site designation,
                            name.

                     (b)    Candidate property information such as location,
                            address, latitude/longitude coordinates, approximate
                            age of the structure, terrain (for raw land sites),
                            number of floors, approximate roof or tower height
                            and driving directions to the site.

                     (c)    Ownership information such as name, address, phone
                            and contact information for the owner (and owner's
                            manager or representative, if applicable).

                     (d)    Likely lease information such as estimated rent,
                            land lease amount, approximate premise size
                            available and lease feasibility comments.

                     (e)    Access information such as hours and days of access
                            to premise access contact information, elevator
                            capacity and size, availability of access road,
                            presence of loading dock and availability for crane
                            operating space if necessary.

                      (f)   RF characteristics of the site such as approximate
                            structure height, recommended height of antenna and
                            Rad Center, notations of observable obstructions,
                            likely antenna mounting heights, presence of other
                            AM, microwave or other communications facilities, RF
                            emitters, and high voltage lines.

                      (g)   Preliminary zoning information such as name,
                            address, phone and contact for zoning agency, zoning
                            classification in which the property is located,
                            approval process and general

<PAGE>


                            processing timeframe, and basic zoning development
                            standards and restrictions such as height and
                            setback limits.

                     (h)    Approximately four (4) representative photographs
                            taken from the site and four (4) representative
                            photographs taken of the property from off-site.

                     (i)    Other key relevant information that might affect the
                            feasibility and acceptability of the site.

       5.3.3  LCC shall perform preliminary site-specific zoning research and
              review for each identified candidate.  LCC shall visit the site
              and meet with appropriate representatives of the principal local
              land use and zoning authority to discuss the proposed use and to
              determine the relevant zoning environment affecting the site and
              the proposed use.  As a part of this research, LCC shall use
              reasonable efforts to obtain copies of applicable zoning codes,
              zoning application forms, application and hearing processes and
              procedures and application fee amounts.  Upon completion of the
              research, all relevant data shall be stored and summarized as a
              part of the SCIP described above.

       5.3.4  LCC shall coordinate and attend a site qualification visit
              (commonly referred to as the "Caravan Visit") for each candidate
              site, if required, to make an on-site review of the property, to
              obtain other relevant information not previously ascertained in
              the initial site search, and to determine any further conditions
              which might affect the site's acceptability or feasibility.

       5.3.5  LCC shall review all data collected during the initial field
              search, the investigations for qualified candidates, and the
              Caravan Site Visits in order to ensure that it is adequately
              informed of the site to enable LCC to make reasonable
              recommendation of the site's acceptability and relative ranking
              (as described below) to UbiquiTel.

       5.3.6  Upon review and analysis of all known information affecting the
              site, LCC shall complete a relative ranking of each site among the
              others within the respective Search Ring.  This relative ranking
              will take into consideration all known zoning, construction, RF
              (without drive test), lease and cost characteristics of the site
              in the context of approved design and business parameters.  This
              ranking shall result in designation of one (1) of the candidate
              sites as the site which LCC recommends for UbiquiTel's acceptance
              (the "Primary Site Candidate").  In cases where identification of
              only one candidate site is necessary in order to produce an
              acceptable Primary Site Candidate, LCC shall, nevertheless,
              complete a ranking of the site taking into consideration the
              aspects above even though only one site is considered.

       5.3.7  Upon completion of any drive test of the Primary Site Candidate as
              described in SECTION 4.0 (RF Engineering Services), LCC shall
              notify

<PAGE>


              UbiquiTel of the findings and recommendations for approval of
              the Primary Site Candidate for acceptance.  UbiquiTel's written
              approval of the Primary Site Candidate shall be deemed as
              authorization to proceed with the review of title and lease
              negotiations.

       5.3.8  Upon request by UbiquiTel, for each approved Primary Site
              Candidate, LCC shall order, receive and review a preliminary title
              report and all relevant underlying documents of record that might
              have an impact on the site and the intended use.  LCC shall advise
              UbiquiTel of any identified adverse title conditions and make
              recommendation to UbiquiTel for remedy of such conditions if
              UbiquiTel elects to proceed with lease of the site.  The
              preliminary title report shall contain and address information
              customarily included in a preliminary report in accordance with
              the standards of the American Land Title Association.  A copy of
              the preliminary title report and all documents of record, together
              with LCC's summary of the conditions of title for the site
              (collectively referred to as "Preliminary Title Documents"), shall
              be provided to UbiquiTel.

5.4    SITE LEASING

       5.4.1  Prior to the commencement of the work, UbiquiTel shall provide LCC
              with a summary of terms and alternative lease provisions which
              UbiquiTel considers acceptable and which LCC shall be authorized
              to utilize and rely upon in lease negotiations.

       5.4.2  Prior to the commencement of the work, UbiquiTel shall provide LCC
              with details and specifications on UbiquiTel's equipment,
              including size and weight, and the Approved Site Criteria.

       5.4.3  At UbiquiTel's request, LCC shall assist UbiquiTel in the
              development of standard-form lease contracts and other
              documentation for use in the project.

       5.4.4  Prior to the commencement of leasing, UbiquiTel shall designate a
              point of contact authorized to act on UbiquiTel's behalf in all
              lease matters, including approval of lease terms and the execution
              of lease documents.

       5.4.5  Upon approval by UbiquiTel of the Primary Candidate Site, LCC
              shall enter into lease negotiations with the property's owner or
              the owner's authorized representative, using a form of lease
              mutually agreed by LCC and UbiquiTel.

       5.4.6  LCC shall coordinate with  Architectural & Engineering consultant
              ("A&E Consultant") in the A&E Consultant's preparation of
              preliminary "design-definitive" plans to the extent such plans are
              required for lease exhibits and shall request such plans in a
              timely manner.

<PAGE>


       5.4.7  LCC shall continue to pursue lease negotiations until approval of
              lease terms by UbiquiTel and the property owner and delivery to
              UbiquiTel of an Executable Lease. For the purposes of this
              paragraph, an Executable Lease shall mean a lease which (i) has
              been signed by the landlord, and (ii) which contains terms
              previously approved by UbiquiTel or which meet UbiquiTel's
              previously approved criteria, and (iii) which is in a condition to
              be signed by UbiquiTel without further approval of the landlord
              and (iv) does not require extended negotiations. If, in LCC's
              reasonable professional judgment, negotiations are not likely
              result in an Executable Lease, or that consummation of the lease
              may take an inordinate amount of time, LCC shall notify UbiquiTel,
              in which case UbiquiTel shall advise LCC of it's election to
              terminate negotiations or continue negotiations as an Out-of-Scope
              Service.

       5.4.8  For the purposes of all sites identified as a part of a new Master
              Lease Opportunity (as defined in SECTION 5.1) the performance of
              LCC's Services in this SECTION 5.4 shall apply on a site-by-site
              basis for individual site licenses or leases only and shall not
              include the negotiation of the actual master lease agreement. Upon
              UbiquiTel's request, LCC shall, as an Out-of-Scope Service pursue
              negotiations of a master lease for sites identified as a Master
              Lease Opportunity until approval of terms by UbiquiTel and the
              property owner and delivery to UbiquiTel of an executable master
              lease.

       5.4.9  Upon request by UbiquiTel, LCC shall, as an Out-of-Scope Service,
              order and coordinate delivery to UbiquiTel a policy of title
              insurance from a title insurer acceptable to UbiquiTel and subject
              to terms and conditions acceptable to UbiquiTel.

5.5    ZONING

       5.5.1  LCC shall secure the property owner's signature on any zoning
              documents for which the owner's signature may be required.

       5.5.2  LCC shall coordinate with A&E Consultant in the Consultant's
              preparation of site plans or other exhibits to the extent such
              plans and exhibits are required for zoning applications.  LCC
              shall supervise Consultant's in the preparation of photo
              simulation.

       5.5.3  LCC shall prepare and submit all required land use applications
              associated with required land use approvals.

       5.5.4  LCC shall attend scheduled meetings with zoning authorities,
              citizens groups and the business community as reasonably required
              to complete the processing of zoning applications through the
              approval and appeals.  In cases where no discretionary zoning
              approval is required, LCC shall provide evidence to UbiquiTel that
              no such approval is required.

<PAGE>


       5.5.5  LCC shall coordinate the services of all third-party professionals
              necessary to support the zoning approval process.  Such services
              may include, A&E services required to complete plans and exhibits
              for zoning applications, specialists necessary to address safety
              or environmental issues, geotechnical and regulatory compliance
              specialists, expert witnesses, legal counsel, and other similar
              technical support services.

       5.5.6  LCC shall provide to UbiquiTel copies of all zoning applications,
              exhibits, zoning permits, records of approval and key
              correspondence (collectively "Site Zoning Documents").

<PAGE>


5.6    FAA/FCC ANTENNA STRUCTURE REGISTRATION COMPLIANCE

       5.6.1  For each Primary Candidate Site, UbiquiTel shall prepare and
              provide to LCC, or cause to be prepared and provided, a new survey
              statement letter with a minimum tolerance of "2-C".

       5.6.2  For each new UbiquiTel-owned communication tower (referred to
              herein as a "rawland" site), and for all cases where the height of
              a non-UbiquiTel tower is increased, LCC will supervise and manage
              preparation of an airspace analysis report from a third-party
              airspace consultant approved by UbiquiTel and its affiliates, if
              any, including Sprint PCS (the "Approved Airspace Consultant")
              based on surveyed data with a minimum tolerance of "2-C".
              UbiquiTel shall provide to LCC, or cause to be provided, a list of
              all such airspace consultants approved by UbiquiTel and its
              required affiliates.

       5.6.3  For each new site involving co-location on an existing
              communication tower site or a new communication tower site not
              owned by UbiquiTel, LCC shall obtain a copy of the antenna
              structure owner's FAA/FCC compliance documentation prior to
              construction approval to mount the antennas.  This will include a
              copy of the owner's FAA determination and FCC Antenna Structure
              Registration (FCC Form 854R), if FAA notice is required, or the
              owner's airspace consultant's analysis report that identifies that
              FAA notice is not required.  If such documentation cannot be
              reasonably obtained by LCC, LCC shall supervise and manage the
              preparation of an airspace analysis report by an Approved Airspace
              Consultant.

       5.6.4  If FAA notice is required to be filed by UbiquiTel, LCC shall
              supervise the preparation, filing and tracking of the required
              documentation, including FAA Form 7460-1, by an Approved Airspace
              Consultant.

       5.6.5  When the FCC requires a UbiquiTel site to be registered in the FCC
              Antenna Structure Registration database, LCC will (i) prepare and
              file FCC Form 854 (Antenna Structure Registration) prior to the
              commencement of construction and (ii) notify the FCC within
              twenty-four hours of when the Antenna Structure is fully
              constructed.

       5.6.6  LCC shall coordinate and ensure substantial compliance of any
              construction-related FAA requirements including, but not limited
              to, any FAA-required (or voluntary) lighting and/or marking,
              lighting surveillance, and backup for commercial power.  UbiquiTel
              shall provide to LCC specifications for any such
              construction-related requirements required by UbiquiTel, or any
              of its affiliates including Sprint PCS.

       5.6.7  For all sites, UbiquiTel shall cause its Construction Manager to
              comply with the requirements and procedures of Sprint PCS relating
              to post-construction

<PAGE>


              height verification including, but not limited to preparation
              of, and immediately providing (within 24 hours of the
              completion of the antenna structure construction) to LCC, a
              completed Post-Construction Height Verification Form (the "PCHV
              Form"), the form and content of which shall be provided by
              UbiquiTel.  LCC shall review the completed PCHV Form and notify
              UbiquiTel or its Construction Manager, in writing, of any
              apparent non-conformance with FAA requirements, or of LCC's
              approval of the PCHV Form.

5.7    AM TOWER COMPLIANCE

       5.7.1  In accordance with the requirements of Title 47 CFR Section
              22.371, LCC shall determine if each site is listed in the FCC's AM
              Radio Station database as being located within coordination
              distance required for AM Tower compliance.

       5.7.2  If the site is listed as being located within the coordination
              distance, LCC shall supervise and manage an analysis by a vendor
              approved by UbiquiTel and any required affiliates to determine the
              required action necessary to achieve compliance (such as notifying
              AM Radio operators of the proposed site, conducting
              pre/post-construction measurements, and installation of detuning
              hardware on the proposed communication tower structure).

       5.7.3  LCC shall notify UbiquiTel's Construction Manager of any required
              compliance procedures.

5.8    FCC NEPA LAND USE COMPLIANCE

       In accordance with the requirements of the National Environmental Policy
Act of 1969 ("NEPA") contained in Title 47 CFR Section 1 - Subpart I and any
other environmental procedures of UbiquiTel or its affiliates including Sprint
PCS, LCC shall provide NEPA Land Use Compliance services in accordance with
Title 47 CFR Section 1.1307(a) (referred herein as "NEPA Land Use Requirements")
as follows:

       5.8.1  LCC shall supervise and manage an investigation by a third-party
              environmental consultant, acceptable to UbiquiTel, (an "Acceptable
              Environmental Consultant") to determine the NEPA land use issues
              for each Primary Candidate Site and the completion of a NEPA Land
              Use Checklist form to be provided by UbiquiTel.  LCC shall review
              the completed NEPA Land Use Checklist for completeness and
              consistency with NEPA Land Use Requirements and provide the
              completed NEPA Land Use Checklist to UbiquiTel.

       5.8.2  If the NEPA Land Use Checklist indicates a potential environmental
              impact under NEPA Land Use Requirements, LCC shall notify
              UbiquiTel.  If UbiquiTel elects to proceed with development of the
              subject site

<PAGE>

              notwithstanding any potential impacts, LCC shall supervise and
              manage the preparation and filing of an Environmental Assessment
              (the "EA") with the FCC by an Acceptable Environmental Consultant.
              LCC shall coordinate the preparation and filing of the EA with
              the designated representative of Sprint PCS (External Affairs
              Department).

       5.8.3  If the ground will be disturbed by any work at the site, LCC shall
              supervise and manage preparation by an Acceptable Environmental
              Consultant a "Phase I Environmental Site Assessment" report in
              accordance with ASTM Standard E1527-97.  For co-location sites,
              this requirement shall be waived if LCC obtains and provides a
              copy of the landlord's or other tenant's Phase I Environmental
              Site Assessment report and the report was prepared within the
              previous three years and no significant changes to the site
              condition have occurred since the report was prepared.

5.9    SITE ACQUISITION, ZONING AND REGULATORY COMPLIANCE SERVICES DELIVERABLES

       5.9.1  List of Master Lease Opportunities, if any as identified in
              SECTION 5.1.3.
       5.9.2  Site Candidate Information Package (SCIP) as described in SECTION
              5.3.2.
       5.9.3  Recommendations for approval of Primary Site Candidate as
              described in SECTIONS 5.3.6 AND 5.3.7.
       5.9.4  Preliminary Title Documents as described in SECTION 5.3.9.
       5.9.5  Executable lease for each approved Primary Site Candidate as
              described in SECTION 5.4.6.
       5.9.6  Site Zoning Documents as described in SECTION 5.5.6.
       5.9.7  Antenna Structure owner's FAA and FCC Compliance Documentation or,
              if required, an Airspace consultant's airspace analysis report in
              accordance with SECTION 5.6.2. and SECTION 5.6.3
       5.9.8  Any documentation required to be filed with the FAA pursuant to
              SECTION 5.6.4.
       5.9.9  Any documentation required to be filed with the FCC pursuant to
              SECTION 5.6.5.
       5.9.10 Any documentation sent to UbiquiTel or its Construction Manager
              regarding LCC's approval of the PCHV form pursuant to SECTION
              5.6.7.
       5.9.11 Any documentation required to determine AM Radio compliance
              pursuant to SECTION 5.7.
       5.9.12 Notification of non-compliance or compliance and acceptance of the
              Post-Construction Height Verification Form pursuant to SECTION
              5.6.7.
       5.9.13 NEPA Land Use Checklist as described in SECTION 5.8.1.
       5.9.14 FCC Environmental Assessment application, if required pursuant to
              SECTION 5.8.2.
       5.9.15 Phase I Environmental Site Assessment report, if required, or any
              assessment previously prepared by others pursuant to SECTION
              5.8.3.

<PAGE>


6.0    SITE DESIGN MANAGEMENT AND PERMITTING

6.1    SITE CIVIL DESIGN

       6.1.1  LCC shall supervise and manage the third-party professional civil
              surveyor in the preparation of 2-C surveys to be used in the
              preparation of the A&E Drawings, as described below.

       6.1.2  LCC shall provide to UbiquiTel a 2-C survey for each approved
              Primary Site Candidate site to be used in the preparation of the
              A&E Drawings, as described below prepared by a third-party
              professional civil surveyor duly licensed or registered in the
              state in which the site is located.

       6.1.3  LCC shall supervise and manage any third-party professional
              geotechnical consultants in the investigation, analysis and
              preparation of reports, drawings, specifications and
              recommendations on the site's subsurface conditions, footing and
              foundation design, pile specification and design, and other
              relevant geotechnical aspects of the site and its contemplated
              use.

       6.1.4  LCC shall supervise and manage any third-party professional
              structural consultants in the investigation, analysis and
              preparation of reports, drawings, specifications and
              recommendations on the site's structural conditions, roof or
              structural loading, structural adequacy and capacities, the design
              of all relevant structural members, and other relevant structural
              characteristics of the site and its contemplated use.

       6.1.5  LCC shall supervise and manage any third-party professional
              electrical and mechanical consultants in the investigation,
              analysis and preparation of reports, drawings, specifications and
              recommendations  of all relevant electrical and mechanical systems
              and other relevant electrical and mechanical characteristics of
              the site and its contemplated use.

       6.1.6  LCC shall supervise and manage the A&E Consultant in the
              preparation of all drawings and specifications for all civil
              construction (the "Construction Drawings") and all exhibits that
              may be necessary for lease and zoning applications (collectively,
              the "A&E Drawings").

       6.1.7  LCC shall provide A&E Drawings shall be in a format which shall
              include information customarily provided in typical site
              construction drawings such as, to the extent appropriate or
              applicable:

              (a)    Detailed site plans indicating pertinent dimensioned data
                     for layout of the site facilities.

              (b)    Equipment locations and details.

              (c)    Electrical panel location and details.

<PAGE>


              (d)    Telco demarcation point and details.

              (e)    Antenna descriptions, locations, and details.

              (f)    Cable locations and details.

              (g)    Support pads, platform structures and related details.

              (h)    Grounding system based on design based on provided
                     documentation or instruction.

              (i)    Lightning protection system.

              (j)    Wave guide and ice bridge details.

              (k)    Fences and details.

              (l)    Access road and details.

              (m)    Lighting systems.

              (n)    Latitude and longitude coordinates.

              (o)    Schematic elevation view including the structure height,
                     antenna height and total height of structure.

              (p)    Design and details of the equipment layout and support
                     frame.

              (q)    Details for other miscellaneous site work including
                     fencing, gates, utility trenches, drainage, and gravel
                     surfacing or paving.

              (r)    Details for erosion control and protection of existing
                     trees as required

              (s)    Route of telephone and electrical power services.

              (t)    FAA lighting/marking.

       6.1.8  UbiquiTel or its construction contractor shall obtain and provide
              to LCC the design parameters for the tower and tower foundation
              from the tower manufacturer.

       6.1.9  LCC shall require that Construction Drawings be signed by a civil
              Professional Engineer (P.E.), or an Architect registered in the
              state where the site is located and that up to 5 originally signed
              copies of the Construction Drawings are provided for permit
              applications (additional copies shall be a reimbursable expense).

       6.1.10 UbiquiTel or its Site Acquisition contractor shall arrange for
              reasonable access to each site at reasonable times and under
              reasonable conditions as necessary to conduct any on-site
              investigations in connection with the services in this section.

<PAGE>


       6.1.11 UbiquiTel or its construction contractor shall provide adequate
              power, water or other utilities necessary to conduct any on-site
              investigations in connection with the services in this section.

6.2    BUILDING PERMIT APPLICATION AND PROCESSING

       6.2.1  LCC shall submit building permit applications, together with
              Construction Drawings, exhibits, and other information necessary
              to obtain building permits (collectively "Building Permit
              Documents").

       6.2.2  LCC shall supervise the processing of building permit
              applications, including coordination of plan submittal, retrieval,
              delivery and correction or amendment by the A&E Consultant as
              necessary to obtain final permit approval to an issuance-ready
              condition.

       6.2.3  LCC will assist the construction contractor as reasonably
              necessary in the final issuance of the building permit directly to
              the construction  contractor from the local permitting authority.

6.3    SITE DESIGN MANAGEMENT AND PERMITTING DELIVERABLES

       6.3.1  The 2-C Civil survey as defined in SECTION 6.1.2.
       6.3.2  Geotechnical reports, drawings, specifications and recommendations
              as described in SECTION 6.1.3.
       6.3.3  Structural reports, drawings, specifications and recommendations
              as described in SECTION 6.1.4.
       6.3.4  Electrical and mechanical reports, drawings, specifications and
              recommendations as described in SECTION 6.1.5.
       6.3.5  A&E Drawings as defined in SECTION 6.1.6.
       6.3.6  Building Permit Documents as described in SECTION 6.2.2.


7.0    OTHER SERVICES

    LCC may perform such other services in support of the design,
implementation, deployment or operation of wireless telecommunications networks
as mutually agreed upon authorization by Work Authorization.

<PAGE>


                                     EXHIBIT B

                                 PRICE AND PAYMENT


1      PRICE


Prices for work performed for each of the Services as specified in the Scope of
Work shall be in accordance with the terms set forth herein unless otherwise
specified in the Work Authorization.  In addition to any pricing provisions
referenced in the Scope of Work, the following shall apply:

       (1)    FIXED PRICE.  All fixed price amounts are on a per site basis
              unless otherwise specified and, in addition to the assumptions
              included in the individual discipline sections herein, assume the
              following:

              (a)    Services are provided within a period mutually agreed upon
                     by UbiquiTel and LCC as reflected in the Work
                     Authorization. Pricing will be subject to change in
                     accordance with the terms of the Scope of Work and the
                     Terms and Conditions.

              (b)    UbiquiTel must complete all of its obligations in a timely
                     manner including decisions and approvals and other
                     responsibilities as listed in Attachment 1 to the Scope of
                     Work.

              (c)    One or more Services is performed for all of UbiquiTel's
                     sites in a given market.

              (d)    Reimbursable expenses and expenses paid directly by
                     UbiquiTel are not included in the Fixed Price.

              (e)    The following circumstances exist: (i) up to three (3)
                     qualified candidates per Search Ring, (ii)  no force
                     majeure or other events set forth in Section 3.1.3 of
                     Exhibit B, (iii) timely delivery of any of UbiquiTel's or
                     any of its contractors, representatives or agents,
                     deliverables (iv) commercially reasonable lease negotiation
                     periods and (v) no redesign or reperformance of work at
                     UbiquiTel's request unless due to LCC's failure to perform
                     its obligations.  In the event of any of the foregoing
                     circumstances and for the performance of all Out-of-Scope
                     Services, LCC will bill UbiquiTel on  a time-and-expenses
                     ("T&E") basis unless otherwise mutually agreed in writing.

<PAGE>


       The Fixed Price is for Services performed in the Additional Markets.  In
       the event LCC performs Services in subsequent  markets, pricing may be
       adjusted by mutual agreement for those markets on a market by market
       basis.

       (2)    REIMBURSABLE EXPENSES.  LCC shall be reimbursed for expenses,
              which shall include all reasonable travel expenses to and from
              market, copying and office supplies, maps, cell phone charges not
              to exceed an amount equal to $250 per person per month, not
              including 10% markup, as well as other expenses designated as
              reimbursable herein in an amount equal to actual costs plus 10%.
              The reimbursable expenses designated herein constitute a
              reasonable estimation of the types of expenses that are likely to
              be incurred by LCC in performing the Services.  UbiquiTel and LCC
              shall mutually agree on an approval process for such reimbursable
              expenses that takes into consideration the category and amount of
              the expense, and items not specifically enumerated herein.

       (3)    EXPENSES PAID DIRECTLY BY UBIQUITEL.  Certain expenses will be
              paid directly by UbiquiTel to third parties which LCC may be
              required to supervise and manage, or to other entities such as
              Governmental Agencies.  Those direct paid expenses are listed
              herein to provide examples of the types of expenses which shall be
              directly paid by UbiquiTel.  LCC will advise UbiquiTel in advance
              of the need of a direct paid expense to allow UbiquiTel to enter
              into a contract with a third party or to make other arrangements
              for payment.  UbiquiTel will notify LCC of the execution of any
              third party contact.  UbiquiTel will make payment directly to the
              third party.  In the event that UbiquiTel requests payment to be
              made by LCC, or LCC is required by circumstances to advance
              payment on behalf of UbiquiTel for these items during the normal
              course of business, reimbursement shall be treated as a
              reimbursable expense.


              UbiquiTel shall also pay directly any costs associated with the
              setup, furnishing, equipping and operation of the project offices,
              including rent, utilities, telephone, furnishing, equipment,
              required services, and other reasonable expenses customarily
              associated with project and market office operation and reasonable
              costs and expenses associated with the security and protection for
              LCC's personnel and property.

       (4)    ADDITIONAL OR OUT OF SCOPE SERVICES.  Unless otherwise specified
              in a work authorization or otherwise mutually agreed, for
              additional services or services that are Out-of Scope Services (as
              defined in the Scope of Work), LCC will provide the requested
              services on a T&E basis at the hourly rates listed in Attachment
              1.  In addition to the hourly rate or unit price, in

<PAGE>


              connection with any additional or Out-of-Scope Services,
              reasonable travel costs to include lodging, transportation,
              meals, and telecommunications as well as reimbursable expenses
              as described above will be reimbursed to LCC at actual cost
              plus 10%.

       (5)    PARTIAL-SERVICE SITES.  All Partial-Service Sites shall be billed
              on a T&E basis at the rates specified in Attachment 1 unless
              otherwise specified in a work authorization or otherwise mutually
              agreed.

<PAGE>

1.1    PROGRAM MANAGEMENT SERVICES

       UbiquiTel shall pay LCC for the Program Management Services set forth in
         the Scope of Work, Section 2.0 as follows:

FIXED PRICE:

       $18,750 per month per each Additional Market.



REIMBURSABLE EXPENSES:

       All expenses described in Section 1.0 and as otherwise mutually agreed.


Expenses Paid Directly by UbiquiTel:



       All expenses described in Section 1.0 and as otherwise mutually agreed.

<PAGE>


1.2    FIXED NETWORK ENGINEERING SERVICES

       UbiquiTel shall pay LCC for the Fixed Network Engineering Services
         described in the Scope of Work as follows:

FIXED PRICE:

       $ 35,000/switch for Mobile Switching Center (MSC) Location Analysis and
       Configuration $ 2,125/site plus $ 15,000/market area for Backhaul and
       Interconnection Design and Dimensioning

       $ 1,500/site for Cellsite Commissioning and Integration

       $ 210,000/switch for Switching Network Implementation Management and
       Coordination

Work performed as a result of any delays caused by equipment delivery delay or
other delay that affects the schedule shall be paid on a T&M basis.

Microwave implementation and commissioning shall be an Out-of-Scope Service.


REIMBURSABLE EXPENSES:

       All expenses described in Section 1.0 and as otherwise mutually agreed.




EXPENSES PAID DIRECTLY BY UBIQUITEL:


       All expenses described in Section 1.0 and as otherwise mutually agreed.

<PAGE>

1.3    RF ENGINEERING SERVICES

       LCC will be compensated for the RF Engineering Services described in the
         Scope of Work as follows:

FIXED PRICE:                $ 8,800.00/site

This price per cell site is based upon LCC providing turnkey RF engineering
services for all of the UbiquiTel markets.

The fixed price is based upon services being performed up to the amounts as
identified below.  Services in excess of these amounts will be performed as an
Additional Service.

       1.     Initial Design Coverage Redesigns: 20% of the Sites
       2.     Zoning assistance:                 80% of the Sites (3 hrs/site-2
                                                 meetings)
       3.     Intermod Study:                    80% of the Sites
       4.     Redesign during System             20% of the Sites
              Implementation
       5.     Drive Testing:                     60% of the Sites
       6.     Compliance (NEPA) Study:           (3 hours per site)

REIMBURSABLE EXPENSES:

       A.     Expenses for cranes and other unusual hoisting equipment and
              riggers.

       B.     Hardware and field measurement required for the measurement of
              data for the NEPA study of the compliance task.  It is assumed
              that a very small number of sites will actually need to be
              measured and for most cases analysis will be sufficient.

       C.     License for the planning tool for propagation modeling. LCC will
              bill UbiquiTel for the propagation tool license, hardware and any
              software necessary to operate the propagation tool on a monthly
              basis at a rate of $2251.00 per work station as follows:

<TABLE>
<CAPTION>

               <S>                            <S>
               Northern California            1 license, 1 workstation
               Spokane, Washington            No license or workstation
                                              required
               Idaho                          3 licenses, 3 workstations
               Logan, Utah                    No license or workstation
                                              required
                                              (Included in Idaho
                                              Market)*
               Southern Utah/Nevada           No license or workstation
                                              required
                                              (Included in Idaho
                                              Market)*
               Indiana/Kentucky               3 licenses, 3 workstations
</TABLE>

               * LCC will provide 3 licenses for the Idaho market, 2 for
               Idaho and 1 for Utah/Nevada

       Plotter and Printer.  For those markets in which LCC will provide
UbiquiTel plotters and printers, LCC will charge UbiquiTel on a monthly basis
for the cost of 1 plotter and 1 printer at $860.00 per month per market.
The parties mutually agree to UbiquiTel's purchase of plotters and printers
for certain markets.

EXPENSES PAID DIRECTLY BY UBIQUITEL:


       All expenses described in Section 1.0 and as otherwise mutually agreed.

<PAGE>

1.4    SITE ACQUISITION, ZONING AND REGULATORY COMPLIANCE  SERVICES


       Except as otherwise specified herein, UbiquiTel shall pay LCC for the
       Site Acquisition, Zoning and Regulatory Compliance Services described in
       the Scope of Work as follows:

FIXED PRICE:                       $15,783/site


REIMBURSABLE EXPENSES:

       A.     Zoning ordinances, photo simulations, viewshed analysis, zoning
              application fees, and insurance performance bonds.

       B.     Film and Developing

       C.     Expenses for cranes or other unusual hoisting equipment and
              riggers





EXPENSES PAID DIRECTLY BY UBIQUITEL:

       A.     Lease payments, option payments, property purchase costs,
              deposits, application fees, review charges or other acquisition
              expenses required by, or paid to, a third-party in connection with
              acquisition of the site.

       B.     Third party title services including preliminary title reports,
              title chains, title policies, and providing of record documents.

       C.     Filing fees, deposits, inspection fees, and other charges paid
              directly to regulatory agencies, utility providers or other
              governmental or quasi-governmental entities in connection with
              zoning, permitting, inspection, service commitments, utility
              services, environmental review, or other processes for which an
              agency assesses charges.

       D.     Except as may be specified in any Work Authorization, all
              third-party professional or vendor fees including but not
              limited to civil surveyors, geotechnical consultants,
              structural consultants, electrical consultants A&E consultants,
              electrical consultants, mechanical consultants, airspace
              consultants, legal or other specialized services in connection
              with preparation and filing of FAA Applications or FCC
              notifications, environmental

<PAGE>

              consultants, AM Tower Compliance consultants or vendors, NEPA
              land use environmental consultants, zoning experts, expert
              witnesses, legal counsel, graphic artists, site planners,
              litigation support, and similar support functions or
              specialists in connection with unusual or atypical zoning or
              permit applications.

<PAGE>
1.5    SITE DESIGN MANAGEMENT AND PERMITTING SERVICES


       Except as otherwise specified herein, UbiquiTel shall pay LCC for the
         Site Design Management and Permitting Services described in the Scope
         of Work as follows:

FIXED PRICE:                       $12,860/site


The entire Fixed-Price fee above, together with any reimbursable expense
amounts, including any portion thereof  which may by attributable to the A&E
Drawings, shall be payable for all sites, regardless of whether zoning or
leasing exhibits are required for the site.




REIMBURSABLE EXPENSES:

       A.     Film and Developing
       B.     Expenses for crane or other unusual hoisting equipment and riggers



EXPENSES PAID DIRECTLY BY UBIQUITEL:

       A.     Except as may be specified in any Work Authorization, all
              third-party professional or vendor fees including but not
              limited to civil surveyors, electrical consultants, mechanical
              consultants geotechnical consultants, electrical consultants,
              structural consultants, airspace consultants, legal or other
              specialized services in connection with preparation and filing
              of FAA Applications or FCC notifications, environmental
              consultants, AM Tower Compliance consultants or vendors, and
              NEPA land use environmental consultants.

<PAGE>

2.0    PAYMENT


All payments will be made in accordance with the terms of the Agreement
unless otherwise provided herein.


2.1    FIXED PRICE SERVICES

       All Fixed Price Services shall be billed monthly by LCC  to UbiquiTel
for Services performed in the previous month, at the rates set forth in
Attachment 1. The monthly billings shall not exceed the respective  total fixed
price  amounts set forth herein for each site.

       Upon completion of each specific category of Services for all sites in
any given Work Authorization (for example, upon completion of Site Acquisition,
Zoning and Regulatory Compliance Services and notwithstanding those sites for
which Services cannot be completed due to events beyond LCC's reasonable
control), LCC shall invoice UbiquiTel the balance of the Fixed Price amount not
yet paid.  Such amounts shall be due and payable in accordance with the terms
set forth above.

       In the event the Agreement, or any of the requested Services for a
particular site or market is terminated, UbiquiTel shall pay LCC for the full
amount of the Services performed to the date of termination.

2.2    REIMBURSABLE EXPENSES

       LCC shall invoice reimbursable expenses on a monthly basis as incurred.

       LCC reserves the right to request an advance payable upon execution of
this agreement for such reimbursable expenses.



2.3    ADDITIONAL OR OUT OF SCOPE SERVICES

       LCC shall invoice for these services on a monthly basis.

<PAGE>
                                     EXHIBIT C

                          ADDITIONAL TERMS AND CONDITIONS



1.0    GENERAL

The terms and conditions set forth in this attachment are in addition to the
terms and conditions of the Agreement and shall apply to the Services provided
to UbiquiTel for the Additional Markets authorized by a Work Authorization.


2.0    PENALTY/BONUS

3.1    PENALTY FOR FAILURE TO MEET DELIVERY MILESTONE DEADLINE DATE

       3.1.1  LCC shall perform of all Fixed Network Engineering, RF
              Engineering, Site Acquisition, Zoning, Regulatory Compliance, Site
              Design Management and Permitting Services under each Work
              Authorization on or prior to the date(s) shown as "Delivery
              Milestone Deadline Date" in the Work Authorization.  Program
              Management Services, if any, will be completed in accordance with
              the Master Schedule.

       3.1.2  Except as otherwise provided herein, in the event LCC fails to
              complete the all of the Services requested for a particular market
              in the respective Work Authorization on or before the Delivery
              Milestone Deadline Date (due wholly to LCC's fault), LCC's
              compensation shall be reduced by the amount of Five Thousand
              Dollars ($5,000.00) only for each site that was not completed by
              the Delivery Milestone Deadline Date.

       3.1.3  LCC shall not be penalized or have any liability for a delay in
              its performance if such delay is the result of (i) delays beyond
              LCC's reasonable control, (ii) UbiquiTel's, or its affiliates,
              representatives, agents, or contractor's, failure to deliver any
              of the deliverables or complete any of the responsibilities set
              forth on Attachment 1 to the Scope of Work in a timely manner,
              (iii) the failure on the part of any UbiquiTel employee or
              affiliate, representative, agent, or contractor assigned to
              support LCC's performance to perform his/her responsibilities in a
              professional, competent and timely manner, (iv) a delay caused by
              UbiquiTel's request for Out-of-Scope Services that adversely
              affects LCC's ability to perform on or before the Delivery
              Milestone Deadline Date-, (v) force majeure, which shall include,
              without limitation, acts of God (including unforeseen or weather
              conditions that prelude or significantly hinder LCC in performing
              its services), earthquakes, unavoidable accidents, laws, rules,
              regulations or orders of government authorities, government
              moratoria, acts of war, hostilities, blockades, civil
              disturbances, embargoes, strikes or other similar events or cause
              or (vi) if a Search Ring for any site is issued more than thirty
              (30) days after commencement of the Services under a Work
              Authorization (except if caused by LCC's failure to perform its
              obligations).

       3.1.4  If a Search Ring is issued as a replacement for a previously
              issued, terminated cancelled or failed Search Ring (except if
              caused by LCC's failure to perform its obligations) such Search
              Ring shall be considered an entirely new Search Ring with a new
              mutually agreed  Delivery Milestone Deadline Date.

       3.1.5  A Delivery Milestone Deadline Date shall be amended and extended
              in the event of any of the circumstances described in Section
              3.1.3 or if the parties otherwise agree in writing to an amendment
              to such dates.

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       3.2    BONUS FOR EARLY DELIVERY MILESTONES

       3.2.1  Each Work Authorization shall set forth the Early Delivery Date.
              In the event LCC completes the Services authorized in the Work
              Authorization for 80% of the sites by the  Early Delivery Date,
              LCC shall be eligible for an Early Delivery Bonus in the amount of
              Two Thousand Dollars ($2,000.00) per site.  In the event
              completion of a Service is delayed beyond the Early Delivery Date
              for reasons beyond LCC's control, and provided that LCC has
              performed all of its authorized Services in a timely manner in
              order to meet the Early Delivery Date, then the Early Delivery
              Bonus will still be paid upon completion of the Service.

       3.2.2  If a Search Ring is issued as a replacement for a previously
              issued, terminated cancelled or failed Search Ring (except if
              caused by LCC's failure to perform its obligations) such Search
              Ring shall be considered an entirely new Search Ring for the
              purposes of the Early Delivery Date.

       3.2.3  The Early Delivery Date shall be amended and extended in the event
              of any of the circumstances described in Section 3.2.2 or if the
              parties otherwise agree in writing to an amendment to such dates.