<PAGE>

                                                                  EXHIBIT 10.6.2

================================================================================

                              AMENDED AND RESTATED
                         LICENSE ACQUISITION AGREEMENT

                                     among

                         POLYCELL COMMUNICATIONS, INC.,

                          CLINTON COMMUNICATIONS, INC.

                                      and

                               ABC WIRELESS, LLC

                            Dated as of May 3, 2000


--------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                   TABLE OF CONTENTS

<C>            <S>                                                                                                  <C>
ARTICLE I      DEFINITIONS........................................................................................   1

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

ARTICLE III    CLOSING............................................................................................   6
          3.1  Time and Place of Closing..........................................................................   6
          3.2  Closing Actions and Deliveries.....................................................................   6
          (1)  Assignment of Licenses.............................................................................   6
          (2)  Payment of Funds...................................................................................   6
          (3)  Assumption of Indebtedness.........................................................................   6
          (4)  Other Deliveries...................................................................................   6
          3.3  Payment of Transfer Taxes..........................................................................   7

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

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

          5.7  Affiliates.........................................................................................  10
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                   TABLE OF CONTENTS

<C>            <S>                                                                                                  <C>
ARTICLE VI     COVENANTS..........................................................................................  11
          6.1  Consummation of Transaction........................................................................  11
          6.2  Confidentiality....................................................................................  12
          6.3  Certain Covenants..................................................................................  13
          6.4  FCC Filings........................................................................................  14
          6.5  Certain Advances for FCC Debt Interest Payments....................................................  15
          6.6  Unjust Enrichment..................................................................................  15

ARTICLE VII    CLOSING CONDITIONS.................................................................................  15
          7.1  Conditions to Obligations of All Parties...........................................................  15
          7.2  Conditions to Obligations of the Company...........................................................  16
          7.3  Conditions to the Obligations of Polycell..........................................................  17

ARTICLE VIII  SURVIVAL AND INDEMNIFICATION                                                                          18
          8.1  Survival...........................................................................................  18
          8.2  Indemnification by Polycell........................................................................  18
          8.3  Indemnification by the Company.....................................................................  18
          8.4  Procedures.........................................................................................  20

ARTICLE IX     TERMINATION........................................................................................  20
          9.1  Termination........................................................................................  21
          9.2  Effect of Termination..............................................................................  21

ARTICLE X      MISCELLANEOUS PROVISIONS...........................................................................  21
         10.1  Amendment and Modification.........................................................................  21
         10.2  Waiver of Compliance; Consents.....................................................................  21
         10.3  Notices............................................................................................  22
         10.4  Parties in Interest; Assignment....................................................................  23
         10.5  Applicable Law.....................................................................................  23
         10.6  Counterparts.......................................................................................  23
         10.7  Interpretation.....................................................................................  23
         10.8  Entire Agreement...................................................................................  23
         10.9  Publicity..........................................................................................  23
</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                   TABLE OF CONTENTS

<C>            <S>                                                                                                  <C>
        10.10  Specific Performance...............................................................................  24
        10.11  Remedies Cumulative................................................................................  24
</TABLE>

                                      iii
<PAGE>

                             SCHEDULES AND EXHIBITS
                             ----------------------




Schedule I  Polycell Licenses
Schedule II  FCC Notes and Security Agreements

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







================================================================================

                                       iv
<PAGE>

                              AMENDED AND RESTATED
                         LICENSE ACQUISITION AGREEMENT
                         -----------------------------

          AMENDED AND RESTATED LICENSE ACQUISITION AGREEMENT, dated as of May 3,
2000, among POLYCELL COMMUNICATIONS, INC., a Delaware corporation ("Polycell")
                                                                    --------
and Clinton Communications, Inc., a Delaware corporation ("Clinton" and together
                                                           -------
with Polycell, the "Sellers"), and ABC WIRELESS, LLC, a Delaware limited
                    -------
liability company (the "Company").
                        -------

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

          WHEREAS, Polycell and the Company entered into that certain License
Acquisition Agreement dated as of February 28, 2000 (the "Original Agreement");
                                                          ------------------
and

          WHEREAS, prior to the execution of the Original Agreement, Polycell
formed Clinton as its wholly-owned subsidiary and transferred ownership of the
Polycell License identified on Schedule I to Clinton; and
                               ----------

          WHEREAS, Polycell, Clinton and the Company wish to amend and restate
the Original Agreement in order for Clinton as well as Polycell to sell the
Polycell Licenses to the Company, all on the terms and subject to the conditions
herein set forth.

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


                                   ARTICLE I

                                  DEFINITIONS
                                  -----------

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

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

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

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

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

          "Clinton" has the meaning set forth in the preamble.
           -------

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

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

          "Company" has the meaning set forth in the preamble.
           -------

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

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

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

          "Escrow Agent" means Bankers Trust Company.
           ------------

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

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

          "Escrow Interest" has the meaning set forth in Section 3 of the Escrow
           ---------------
Agreement attached hereto as Exhibit A.

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

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

          "FCC Filing" has the meaning set forth in Section 6.1(1) hereof.
           ----------

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

                                      -2-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -3-
<PAGE>

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

          "Primary Filing" has the meaning set forth in section 6.1(4) hereof.
           --------------

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

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

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

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

          "Sellers" has the meaning set forth in the preamble.
           -------

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

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

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

          "Transaction" means the transaction contemplated by this Agreement.
           -----------

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


                                  ARTICLE II

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

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

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

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

                                      -4-
<PAGE>

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

             (3)  at the Closing the Company shall deliver to Polycell and
Clinton an aggregate amount equal to Three Million Three Hundred Eighty-Four
Thousand Three Hundred Fifty Dollars ($3,384,350) in accordance with the
allocations set forth on Schedule I, at Polycell's and Clinton's respective
                         ----------
options in any combination of, either:

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

                (b)  the number of shares of common stock of TeleCorp PCS, Inc.,
or an Affiliate of TeleCorp (the "Stock"), with a cash value, based on the
average trading price for the Stock for the five (5) business days preceding the
Closing Date, equal in the aggregate, as between Polycell and Clinton, to: (i)
Three Million Three Hundred Eighty-Four Thousand Three Hundred Fifty Dollars
($3,384,350), minus (ii) the amount of the Cash Closing Payment (the "Stock
                                                                      -----
Closing Payment"); provided, that neither Polycell nor Clinton shall make an
---------------
election to receive Stock under this Section 2.2(3)(b) until it has received and
reviewed a prospectus for such Stock.

        2.3  Disposition of Deposit.
             ----------------------

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

                (2)  If Closing does not occur due to a breach of the terms of
this Agreement by the Company or any other failure by the Company to fulfill its
obligations hereunder, and neither Polycell nor Clinton is in breach of any of
its obligations hereunder and has fully performed, or is fully willing and able
to perform each of its obligations hereunder, the Company and Polycell shall
provide joint written instructions to the Escrow Agent, instructing the Escrow
Agent to transfer the Escrow Fund to Polycell.

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

                                      -5-
<PAGE>

                                  ARTICLE III

                                    CLOSING
                                    -------

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

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

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

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

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

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

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

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

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

                                      -6-
<PAGE>

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


                                  ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE SELLERS
                 ---------------------------------------------

Each of the Sellers represents and warrants to the Company as follows:

        4.1  Formation, Power and Authority.
             ------------------------------

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

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

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

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

             (5)  This Agreement has been duly executed and delivered by it and
                  constitutes its valid and binding obligation, enforceable
                  against it in accordance with its terms, except as such
                  enforceability may be limited by bankruptcy, insolvency,
                  moratorium or other similar laws affecting or relating to

                                      -7-
<PAGE>

                  enforcement of creditors' rights generally and may be subject
                  to general principles of equity.

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

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

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

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

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

                                      -8-
<PAGE>

                                   ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                 ---------------------------------------------

The Company represents and warrants to the Sellers as follows:

        5.1  Organization, Power and Authority.
             ---------------------------------

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

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

             (3)  It is duly qualified to do business in each jurisdiction where
                  the character of its properties owned or held under lease or
                  the nature of its activities makes such qualification
                  necessary other than any such jurisdiction in which the
                  failure to be so qualified would not have a Material Adverse
                  Effect on it or materially adversely affect the Transaction or
                  its ability to perform its obligations under this Agreement
                  within the time frames contemplated herein.

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

             (5)  This Agreement has been duly executed and delivered by it and
                  constitutes the valid and binding obligation of it,
                  enforceable against it in accordance with its terms, except as
                  such enforceability may be limited by bankruptcy, insolvency,
                  moratorium or other similar laws affecting or

                                      -9-
<PAGE>

                  relating to enforcement of creditors' rights generally and may
                  be subject to general principles of equity.

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

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

        5.3  Litigation.  There is no action, proceeding or investigation
             ----------
pending or, to its knowledge, threatened against it or any of its properties or
assets that would have an adverse effect on its ability to consummate the
Transaction or to fulfill its obligations under this Agreement, or which seeks
to prevent or challenge the Transaction. There is no judgment, decree,
injunction, rule or order outstanding against it which would limit in any
material respect its ability to operate its business in the manner currently
contemplated.

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

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

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

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

                                      -10-
<PAGE>

                                  ARTICLE VI

                                   COVENANTS
                                   ---------

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

             (1)  The parties shall use all commercially reasonable efforts to
                  cause the Closing to occur and the Transaction to be
                  consummated in accordance with the terms hereof, and, without
                  limiting the generality of the foregoing, to obtain all
                  necessary Consents including, without limitation, the approval
                  of this Agreement and the Transaction by all Governmental
                  Authorities and agencies, including the FCC, and to make all
                  filings with and to give all notices to third parties which
                  may be necessary or reasonably required in order for the
                  parties to consummate the Transaction. The Sellers and the
                  Company (or its qualified designee) shall make all filings
                  with the FCC necessary to obtain FCC approval of the license
                  transfers contemplated hereunder (the "FCC Filing") no later
                  than [five (5)] days following the date on which this
                  Agreement is fully executed by each of the Sellers and the
                  Company.

             (2)  Each party shall furnish to the other party all information
                  concerning such party and its Affiliates reasonably required
                  for inclusion in any application or filing to be made by the
                  Sellers or the Company or any other party in connection with
                  the Transaction or otherwise to determine compliance with
                  applicable FCC Rules.

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

             (4)  Without limiting the foregoing, the parties agree that the
                  Company may make its FCC Filing as part of a filing to be made
                  in connection with certain transactions entered into by the
                  Company and other telecommunications carriers as of February
                  28, 2000 (the "Primary Filing"); provided, that: (i) the
                                                   --------
                  Primary Filing is made no later than ten (10) days

                                      -11-
<PAGE>

                  after the date of this Agreement; and (ii) if any protests or
                  other objections are filed in response to the Primary Filing
                  which will delay approval of the license transfers
                  contemplated hereunder, and such protests do not address the
                  portion of such filing related to this Agreement, the Company
                  will take appropriate action to segregate its FCC Filing in
                  connection with this Agreement from the Primary Filing and to
                  proceed with its FCC Filing as required by this Agreement.

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

        6.3  Confidentiality.
             ---------------

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

             (2)  The obligations set forth in Section 6.2(1) shall be
                  inoperative with respect to Confidential Information that (i)
                  is or becomes generally available to the public other than as
                  a result of disclosure by the receiving party or its
                  Representatives, (ii) was available to the receiving party on
                  a non-confidential basis prior to its disclosure to the
                  receiving party, or (iii) becomes available to the receiving
                  party on a non-confidential basis from a source other than the
                  providing party or its agents, provided that such source is
                                                 --------
                  not known by the receiving party to be bound by a
                  confidentiality

                                      -12-
<PAGE>

                  agreement with the providing party or the Representatives or
                  was otherwise prohibited from obtaining or disseminating
                  Confidential Information.

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

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

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

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

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

             (3)  except to effect the transfer of the Polycell Licenses to the
                  Company as contemplated hereunder, not (i) sell, transfer,
                  assign or dispose of, or offer to, or enter into any
                  agreement, arrangement or understanding to, sell, transfer,
                  assign or dispose of any Polycell License or any interest
                  therein, or negotiate therefor, or (ii) create, incur or
                  suffer to exist any Lien of any nature whatsoever relating to
                  any Polycell License or any interest therein. Without limiting
                  the foregoing, the Sellers shall not incur any material
                  obligation

                                      -13-
<PAGE>

                  or liability, absolute or contingent, relating to or affecting
                  any Polycell License or its use.

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

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

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

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

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

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

                                      -14-
<PAGE>

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

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

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


                                  ARTICLE VII

                               CLOSING CONDITIONS
                               ------------------

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

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

             (2)  All Consents by any Governmental Authority (other than the
                  Consents referred to in paragraph (1) above) required to
                  permit the consummation of the Transaction, the failure to

                                      -15-
<PAGE>

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

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

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

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

             (2)  The Sellers shall have performed in all respects all
                  agreements contained herein required to be performed by each
                  of them at or before the Closing.

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

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

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

                                      -16-
<PAGE>

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

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

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

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

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

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

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

                                      -17-
<PAGE>

                  receipts, documents, instruments and certificates, in form and
                  substance reasonably satisfactory to the Sellers, which the
                  Sellers shall have reasonably requested.


                                 ARTICLE VIII

                          SURVIVAL AND INDEMNIFICATION
                          ----------------------------

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

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

        8.3  Indemnification by the Company.  The Company shall indemnify and
             ------------------------------
hold harmless each of the Sellers and their respective Affiliates, and the
shareholders, members,

                                      -18-
<PAGE>

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

        8.4  Procedures.
             ----------

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

             (2)  In the event that the Indemnifying Party undertakes the
                  defense of any Claim, the Indemnifying Party will keep the
                  Indemnified Party advised as to all material developments in
                  connection with such Claim, including, but not limited to,

                                      -19-
<PAGE>

                  promptly furnishing the Indemnified Party with copies of all
                  material documents filed or served in connection therewith.

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

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


                                  ARTICLE IX

                                  TERMINATION
                                  -----------

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

             (1)  by mutual written consent of the parties;

             (2)  by any party by written notice to the other party, if the
                  Closing shall not have occurred on or before February 28,
                  2001; provided that the party electing to exercise such right
                        --------

                                      -20-
<PAGE>

                  is not otherwise in breach of its obligations under this
                  Agreement;

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

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

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

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

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


                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS
                            ------------------------

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

        10.2  Waiver of Compliance; Consents.  Any failure of any of the parties
              ------------------------------
to comply with any obligation, covenant, agreement or condition herein may be
waived by the party or parties entitled to the benefits thereof only by a
written instrument signed by the party granting such waiver, but such waiver or
failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or

                                      -21-
<PAGE>

estoppel with respect to, any subsequent or other failure. Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirement
for a waiver of compliance as set forth in this Section 10.2.

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

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


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

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

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

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

                                      -22-
<PAGE>

        10.4  Parties in Interest; Assignment.  This Agreement is binding upon
              -------------------------------
and is solely for the benefit of the parties hereto and their respective
permitted successors, legal representatives and permitted assigns. Neither party
may assign its rights and obligations hereunder without the prior written
consent of the other party, except that the Company shall have the right to
assign its rights under this Agreement, in whole or in part, without the
Sellers' consent, to AT&T Wireless PCS, LLC ("AT&T"), or its Affiliate, with the
express requirement that AT&T assign such rights and obligations to TeleCorp
and/or its subsidiaries through an intermediary; provided, that TeleCorp assumes
                                                 --------
the obligations and liabilities of the Company under this Agreement related to
the rights and interests assigned to TeleCorp.

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

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

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

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

        10.9  Publicity.  So long as this Agreement is in effect, the parties
              ---------
agree to consult with each other in issuing any press release or otherwise
making any public statement with respect to the Transaction, and no party shall
issue any press release or make any such public statement prior to such
consultation, except as may be required by Law. No press release or other public
statement by the parties hereto shall disclose any of the financial terms of the
Transaction without the prior consent of the other parties, except

                                      -23-
<PAGE>

as may be required by Law. A breach of the provisions of this Section 10.9 by a
party shall not give rise to any right to terminate this Agreement.

        10.10  Specific Performance.  The parties hereto agree that irreparable
               --------------------
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any DC Courts.

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

                                      -24-
<PAGE>

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


                              POLYCELL COMMUNICATIONS, INC.


                              By: ______________________________
                                  Name:
                                  Title:


                              CLINTON COMMUNICATIONS, INC.


                              By: ______________________________
                                  Name:
                                  Title:


                              ABC WIRELESS, LLC


                              By: ______________________________
                                  Name:
                                  Title:
<PAGE>

                                                            SCHEDULE I

                                Polycell License
                                ----------------


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
             BTA                        Block                   MHz             Purchase Price
--------------------------------------------------------------------------------------------------
<S>                            <C>                      <C>                  <C>

Clinton, IA (owned by                     C                      30                  $2,959,600.00
 Clinton)
--------------------------------------------------------------------------------------------------

Burlington, IA (owned by                  F                      10                  $1,375,400.00
 Polycell)
--------------------------------------------------------------------------------------------------

Lincoln, NE (owned by                     F                      10                  $1,547,600.00
 Polycell)
--------------------------------------------------------------------------------------------------

Quincy, IL (owned by                      F                      10                  $  886,100.00
 Polycell)
--------------------------------------------------------------------------------------------------

                                                                      Total          $6,768,700.00
--------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

                                                                     Schedule II

                       FCC Notes and Security Agreements
                       ---------------------------------

<PAGE>

                                                                       EXHIBIT A

                                ESCROW AGREEMENT
                                ----------------

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

                                    RECITALS
                                    --------

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

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

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

     NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
in hand paid, the mutual premises and covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged conclusively, the parties hereto, intending to be and being legally
bound, agree as follows:

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

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

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

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

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

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

  5.  Escrow Agent.
      ------------

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

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

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

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

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

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

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

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

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

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

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

  8.  Miscellaneous.
      -------------

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

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

                                    Fax: (703) 236-1376

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

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

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


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

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

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

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

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


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

                              POLYCELL COMMUNICATIONS, INC.


                              By:_________________________________

                              Name:______________________________

                              Its:_________________________________


                              ABC WIRELESS, LLC


                              By:_________________________________

                              Name:______________________________

                              Its:_________________________________


                              BANKERS TRUST COMPANY


                              By:_________________________________

                              Name:______________________________

                              Its:_________________________________
<PAGE>

                                                                       EXHIBIT B

                            Form of License Transfer

                                   ASSIGNMENT

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

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

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

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

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

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

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

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



[ASSIGNOR]


By:__________________________________________

Name:________________________________________

Its:___________________________________________