<PAGE>
                                                               Exhibit 10.16


         ROAMING AGREEMENT SUPPLEMENT ("SUPPLEMENT") FOR GSM AND/OR GPRS

                                     BETWEEN

                          AT&T WIRELESS SERVICES, INC.,
                         having its registered address:

                     7277 164th Avenue NE, Redmond WA 98052
          (hereinafter referred to as "A" or "AT&T Wireless" or "AWS")

                                       and

                       TRITON PCS OPERATING COMPANY L.L.C.
                         having its registered address:

                       1100 Cassatt Road, Berwyn, PA 19312
(hereinafter referred to as "B" or "Triton" and, together with A, AT&T Wireless
                             or AWS, the "Parties")

The above mentioned Parties are parties to a certain Intercarrier Roamer Service
Agreement dated as of the 4th day of February, 1998 (as amended to date, and as
may be further amended from time to time, the "Roaming Agreement"). Such Parties
hereby agree to supplement the Roaming Agreement by establishing GSM and GPRS
Roaming between each other (and the related pricing therefor) when operating GSM
or GPRS digital telecommunications services, all on the terms and conditions
stated below.

In this Supplement is included the General Terms and Conditions for GSM and /or
GPRS Roaming and the mutually agreed to portion of the Annexes (GSM Association
Permanent Reference Documents AA.13 and AA.14).

The term "Agreement" used throughout the General Terms and Conditions for GSM
and/or GPRS Roaming shall mean this Supplement and the General Terms and
Conditions for GSM and/or GPRS Roaming as defined above.

The mutually agreed to portion of the Annexes, including the Overview of the
Annex Structure, constitute an integral part of this Supplement. All notices,
information and communication required under this Supplement shall be given as
described in Annex C.1: Agreement Management Principles.

The targeted starting date for commercial Roaming in respect of this Supplement
shall be December 1, 2002. However, both Parties have to confirm the actual
commercial starting date for Roaming (the "Roaming Start Date") in written form
after successful substantial completion of all necessary test procedures.

<TABLE>
<S>                                         <C>
Date      10-3-02                           Date       10-4-02
     -----------------------                    -----------------------
     /s/ Robert Stokes                      /s/ David Clark
     ---------------------------            ---------------------------
     For AT&T Wireless Services, Inc.       for Triton PCS Operating Company L.L.C.
     Mr. Robert Stokes                      By: Triton Management Company, Inc., its manager
     Senior Vice President                  David Clark
     Corporate Development                  Executive Vice President
</TABLE>
<PAGE>
1.       PARTIES

         General Terms and Conditions for GSM and/or GPRS Roaming apply for the
         Parties who have signed this Supplement.

2.       INTRODUCTION

         The Parties have expressed their wish to supplement the Roaming
         Agreement for the establishment of Roaming Services between their GSM
         and /or GPRS networks (and the related pricing therefor) and it is
         therefore agreed as follows:

3.       DEFINITIONS

         For the purpose of this Supplement the following terms shall have the
         meanings set forth in their respective definitions, unless a different
         meaning is called for in the context of another provision in this
         Supplement:

3.1      "Date of this Supplement" shall mean the date as of which both Parties
         have signed this Supplement by their duly authorized representatives.

3.2      "Roaming Subscriber" shall mean a person or entity with valid
         subscription for use issued by one of the Parties and using a GSM SIM
         (Subscriber Identity Module) and/or a GSM USIM (Universal Subscriber
         Identity Module) who seeks GSM and/or GPRS service(s) in a geographic
         area outside the area served by its HPMN Operator.

3.3      "Technical Specifications" shall mean the technical specifications
         defined and adopted by 3GPP (Third Generation Partnership Project),
         including the ETSI technical specifications defined and adopted by
         3GPP.

3.4      "GSM Association Plenary" shall mean the group of appointed
         representatives of the Signatories of the GSM Association.

3.5      "GSM Association Permanent Reference Documents" shall mean the
         documents that are established, recognized and classified as binding by
         the GSM Association Plenary.

3.6      "HPMN Operator" shall mean a Party who is providing Services to its
         subscribers in a geographic area where it holds a license or has a
         right to establish and operate a GSM and/or GPRS network.

3.7      "VPMN Operator" shall mean a Party who allows Roaming Subscribers to
         use its GSM and/or GPRS network(s).

3.8      "Roaming" shall include GSM and/or GPRS Roaming.

3.9      "TAP" shall mean Transferred Account Procedure as defined and described
         in GSM Association Permanent Reference Documents.

3.10     "Services" shall mean the services for GSM and/or GPRS Roaming as
         agreed upon by the Parties in AA.14 and may include:

3.10.1   Circuit Switched based services, hereinafter called "CS" and/or "GPRS
         CS" as specified in AA.14, Annex 1.2,; and/or
<PAGE>
3.10.2   Packet Switched based services, hereinafter called "GPRS" and/or "GPRS
         PS" as specified in AA.14, Annex 1.2.

3.11     "GPRS Roaming" shall mean General Packet Radio Service Roaming,
         providing packet mode transmission between PMN's and interworking with
         external networks. GPRS Roaming allows the service subscriber to send
         and receive data in an end-to-end packet transfer mode, without
         utilizing network resources in circuit switched mode, outside of their
         HPMN. For the avoidance of doubt, and in accordance with the relevant
         licensing requirements, GPRS Roaming shall not prevent the user's
         operation of other GSM Services.

3.12     "GSM Roaming" shall mean GSM roaming which means providing circuit mode
         and packet mode transmission between PMN's. GSM Roaming allows the
         service subscriber to send and receive data in an end-to-end packet
         transfer mode outside their HPMN and also make circuit switched
         connections, such as voice calls.


4.       ANNEXES

         The Annexes are divided as set out in the Overview of the Annex
         Structure, in Common Annexes and in 2 sets of individual Annexes; one
         set for each operator.

5.       SCOPE OF THIS SUPPLEMENT

5.1      In respect of and subject to their licenses or rights and other
         national binding regulations to establish and operate GSM and/or GPRS
         networks, the Parties to this Supplement agree to establish Roaming
         between their GSM and/or GPRS network(s) in accordance with relevant
         Technical Specifications and GSM Association Permanent Reference
         Documents, including all the commercial aspects, as defined in the
         Annexes hereto or as may be amended from time to time.

5.2      Additional requirements and exceptions to the Technical Specifications
         and GSM Association Permanent Reference Documents, as agreed between
         the Parties, are detailed in the Annexes to this Supplement as may be
         amended from time to time.

5.3      Subject to each Party's respective national law, rules or regulations,
         nothing in this Supplement prevents a Party from offering its services
         within the EU, either directly or through service providers or agents
         outside its licensed area.

6.       IMPLEMENTATION OF THE NETWORK AND SERVICES

6.1      Network Implementation

         The Parties agree to comply with the relevant requirements and
         procedures of the GSM Association Permanent Reference Documents agreed
         by the GSM Association from time to time and as amended by the GSM
         Association from time to time.

6.2      Services
<PAGE>
6.2.1    The Services provided by each Party are defined in Annex I.2 as may be
         amended from time to time.

6.2.4    6.2.2 The Services made available to individual Roaming Subscribers
         shall only be those for which the Roaming Subscribers have valid
         subscriptions in their HPMN. Both parties agree that the Roaming
         Subscribers, during Roaming, may experience conditions of service
         different from the conditions in their HPMN.

7.       MODIFICATIONS

7.1      This Supplement shall not limit each Party's ability to implement new
         Services or change its existing Services as it sees fit. Each Party
         agrees to use its best efforts to give the other Party at least four
         (4) weeks written notice of any major change which has an impact on
         Roaming.

7.2      Following such notice of change both Parties agree to discuss the
         impact of any such change for Roaming Subscribers including Roaming
         Subscribers access to these Services and the necessary actions to be
         performed, e.g. testing or administrative activities.

8.       CHARGING, BILLING AND ACCOUNTING

8.1      Charging and tariffs

         8.1.1 Both Parties agree that when a Roaming Subscriber uses the
         Services of the VPMN Operator, the Roaming Subscriber's HPMN Operator
         shall be responsible for payment of charges for the Services so used in
         accordance with the tariff of the VPMN Operator stated in Annex I.3.1.
         Subject to the other provisions of this Article 8, the Parties agree
         that, for the duration of this Supplement, the VPMN Operator tariffs
         for domestic Roaming shall be the following:

TRITON AS VPMN     AWS AS VPMN      TOLL RATE    GPRS RATE      SMS RATE
*****              *****            *****        *****          *****

         Tariffs for calls to international destinations are identified in Annex
         I.3.1.

8.1.2    However, the HPMN Operator shall not be liable for the payment of
         charges for chargeable Services provided by the VPMN Operator without
         Subscriber Identity Authentication as defined in GSM Association
         Permanent Reference Documents, except to the extent that the HPMN
         Operator actually recovers all charges due in relation to the Roaming
         Subscriber. In the case of re-authentication malfunction, procedures
         are further detailed in Annex I.5.2.

8.1.3    Notwithstanding the foregoing, the Service charges described above in
         any geographic area shall be reasonably competitive, taking into
         account price, coverage and quality, with the rates charged for
         comparable telecommunications services by other carriers in such
         geographic area, disregarding any carriers that do not service a
         material number of customers in such geographic area covered by this
         Supplement, and if such Service charges are not so competitive, such
         Service charges shall be reduced to a reasonably competitive rate for
         any such area served by a carrier offering a more competitive rate.

***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
<PAGE>
8.1.4    *****

8.2      Implementation of TAP

         The implementation of TAP shall be done according to the GSM
         Association Permanent Reference Documents and the provisions set out in
         the Annex C.3.1.

8.3      Billing and Accounting

         The implementation of billing and accounting shall be done according to
         the GSM Association Permanent Reference Documents and the provisions
         set out in Annex C.3.2.

8.4      Any company that contracts with AWS for roaming administration may be
         deemed an Affiliate of AWS for the purposes of this Supplement upon the
         receipt of the written consent of Triton, which consent shall not be
         unreasonably withheld.

9.       CUSTOMER CARE

         The responsibilities of each Party concerning Customer Care are
         described in Annex C.4.

10.      CONFIDENTIALITY

10.1     The Parties agree that all aspects of the contents of this Supplement
         shall be treated as confidential and that no information in respect to
         the content of this Supplement shall be disclosed without the prior
         written consent of both of the Parties except as necessary to implement
         this Supplement and inform customers and except as otherwise provided
         in this Article 10.

10.2     The Parties hereby agree to treat all information exchanged between
         them under this Supplement (hereinafter referred to as "Information")
         as confidential and agree not to disclose such Information in any
         manner whatsoever, in whole or in part except as provided in this
         Article 10. The other Party shall not use any Information other than in
         connection with the discussions between them and any transactions
         resulting therefrom, or for the borrowing of funds or obtaining of
         insurance, in which case the lenders or insurance companies are obliged
         to undersign a confidentiality undertaking which has the equivalent
         content as this Article 10 before receiving the Information. Each Party
         shall be liable to the other Party in respect of any unauthorized
         disclosure of Information made by the lender or by the insurance
         company to whom it has disclosed Information.

10.3     The Parties will disclose Information only to their directors,
         employees, professional advisers and agents who need to know such
         Information for the purposes of providing Roaming services and any
         transaction resulting therefrom, or for the borrowing of funds or
         obtaining of insurance and who are informed of the confidential nature
         of such Information.

10.4     In addition to the above, Information may be transmitted to
         governmental, judicial or regulatory authorities, as may be required by
         any governmental, judicial or regulatory authority.

***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
<PAGE>
10.5     For the purposes of the Supplement, Information shall not be considered
         to be confidential if such Information is:

         a) in or passed into the public domain other than by breach of this
         Article; or

         b) known to a receiving Party prior to the disclosure by a disclosing
         Party; or

         c) disclosed to a receiving Party without restriction by a third party
         that the Receiving Party believes has the full right to disclose; or

         d) independently developed by a receiving Party to whom no disclosure
         of confidential Information relevant to such Information has been made.

10.6     Article 10 shall survive the termination of this Supplement for a
         period of ten (10) years but shall not in any way limit or restrict a
         disclosing Party's use of its own confidential Information.

11.      DATA PRIVACY

11.1     Each Party's obligations hereunder to transfer information to the
         other Party shall not apply to the extent that a Party is prohibited
         from doing so by the regulations and laws of its own country applicable
         to Roaming and/or data protection.

11.2     Each Party shall inform its subscribers that during Roaming, the
         storage, treatment and transfer of their personal data may be subject
         to regulation different from the regulation in their own country.

11.3     The Parties confirm that they shall comply with applicable Data Privacy
         Regulations/Laws. Further Details of Data Privacy aspects are given in
         Annexes C.6. and I.6

12.      FRAUD PREVENTION

         The Parties shall co-operate in good faith regarding the procedures
         concerning fraudulent or unauthorised use by Roaming Subscribers.
         Details of Fraud Prevention procedures are given in Annex C.7.

13.      DURATION OF THIS SUPPLEMENT

         This Supplement  comes into force on the Date of this Supplement and
         shall remain in force until the date that is four (4) years after the
         Roaming Start Date. Unless either party provides the other with no less
         than ninety (90) days notice prior to the expiration of the initial
         term, this Supplement shall continue on a month-to-month basis, subject
         to termination by either party on ninety (90) days notice.

14.      MISCELLANEOUS

         The Roaming Agreement as supplemented hereby constitutes the entire
         agreement of the Parties with respect to the subject matter hereof and
         thereof, and supersedes all prior and contemporaneous agreements with
         respect to such subject matter. Neither the existence nor the terms of
         this Supplement (or any other agreement, exhibit or annex referred to
         herein), nor the Parties' performance of their obligations hereunder,
         shall (i) constitute an approval or consent, or a waiver or
         modification by any Party of any rights, remedies or obligations that
         such Party may have (including, without limitation, with respect to
         exclusivity rights), under any other agreements (including, without
         limitation,

<PAGE>
         the First Amended and Restated Stockholders' Agreement of Triton PCS
         Holdings, Inc. dated October 27, 1999, as amended, among certain
         Affiliates of the Parties) or (ii) be used to interpret the provisions
         or intent of such Stockholders Agreement in any arbitration, litigation
         or other adversarial proceeding.












































<PAGE>
ANNEX C.1 AGREEMENT MANAGEMENT PRINCIPLES

Notices

All notices, information and communications required under this Agreement shall
be given in writing and be in the English language and shall be sent either by
mail, telefax or preferably secure e-mail to the addresses indicated in Annex
I.1.1.

Each Operator specifies only one contact point for exchange of updates to the
Agreement.

Structure of Annexes and Addenda

The Annexes are of two types:

                           "Common" Annexes are common for both Parties.

                           "Individual" Annexes consist of two separate parts,
                           one part for each Party. Each Party provides and
                           maintains his own part. This gives the possibility to
                           update e.g. a contact point list individually for
                           each operator.

Each set of individual Annexes holds a revision sheet containing an index of all
individual Annexes contained, with the revision status and recognition level.

"Addenda" are common for both Parties.

Revision Procedure

The general revision procedure is specified in the Agreement. For the updating
of the Annexes the following procedure is recommended:

                           All updates to the Annexes shall be exchanged by mail
                           or courier. For individual Annexes, each Party
                           updates separately: The updating Party shall forward
                           at least one signed copy of the updated pages,
                           including an updated revision sheet to the contact
                           point indicated in Annex I.1.1. The receiving Party
                           acknowledges/approves the updating by returning the
                           revision sheet duly signed.

                           For common Annexes the updating Party shall forward 2
                           signed copies of the updated pages to the contact
                           point indicated in Annex I.1.1. The receiving Party
                           approves the updating by returning one of the 2
                           copies, duly signed.

Each revision shall be clearly identified by its Revision date. For Annexes of
informative type (to be acknowledged by receiving Party), the Revision date is
equal to the date of issue. For other Annexes, the Revision date is equal to the
date when the Annex is approved by both Parties.



DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
                -------------------                     ------------------
APPROVED BY:      Robert Stokes         APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.2 SERVICES

The implementation of Services shall be in accordance with the Technical
Specifications with the exception of network specific deviations and/or chosen
options agreed by both Parties during the testing phase.

Short Codes

The Parties agree to implement the short codes as detailed in the other Party's
Annex I2.2. The agreement on the implementation is only valid after the VPMN
operator has confirmed the short code numbers and the implementation date in
written form.

[AT&T Wireless currently does not allow GPRS ISP (Internet Service Provider)
roaming scenarios on our network. All internet, portal and content access will
be directed back to the home PLMN's GGSN through a GRX for these services.
Please ensure that the "VPLMN Flag" in your HLR is set to "FALSE" to ensure the
proper treatment for your customers while roaming on the AT&T Wireless network.]

[Triton currently does not allow GPRS ISP (Internet Service Provider) roaming
scenarios on our network. All internet, portal and content access will be
directed back to the home PLMN's GGSN through a GRX for these services. Please
ensure that the "VPLMN Flag" in your HLR is set to "FALSE" to ensure the proper
treatment for your customers while roaming on the Triton network.]

DATE: 10/03/02 /s/ Robert Stokes        DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:      Robert Stokes         APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.3 BILLING AND ACCOUNTING

Billing and Accounting relating to GSM and/or GPRS Roaming comes into effect as
from the confirmed starting date of GSM and/or GPRS commercial roaming, as
appropriate.

Billing and Accounting relating to SMS Interworking comes into force based on
the provision in the AA.12 for SMS billing

DATE: 10/03/02 /s/ Robert Stokes        DATE: 10/04/02 /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.3.1 INFORMATION ON BILLING DATA

ANNEX C.3.1.1 INFORMATION ON TAP

The implementation of the TAP

The implementation of the TAP necessary to provide GSM services including GPRS
shall be in accordance with the GSM Permanent Reference Documents.

Data Exchange Procedure

Interchange of TAP records shall be performed by Electronic Data Interchange
(EDI).

For the time being the transfer schedules for the Parties shall be as follows:

When AT&T is the sending PMN Operator: DAILY

When TRITON is the sending PMN Operator: DAILY

Any changes in the exchange frequencies shall be agreed to in writing at least
thirty (30) days before implementation.

When no charging data are available Notification files will be exchanged.

If the sending PMN Operator is unable to support EDI but the receiving PMN
Operator does support EDI and call records are not made available to the
receiving PMN Operator within the standard timescale, and it subsequently proves
impossible after the use of all reasonable efforts for the receiving PMN
Operator to recover the call charges from its subscribers, then the charges
shall remain at the expense of the sending PMN Operator provided the
non-recovery can be specifically related to the delay in transfer.

If the receiving PMN Operator is unable to support EDI but the sending PMN
Operator does support EDI then the liability associated with the requirement to
transfer data within the standard timescale referred to in the preceding
paragraph shall not apply to the sending PMN Operator.

EDI Address as well as Contact Points for enquiries and complaints are defined
in Annex I.3.2.

Fallback Procedure

In case of EDI failures or delays in EDI transfer the fallback procedure shall
come into effect as specified by TADIG in GSM Permanent Reference Documents.

The fallback procedure as specified by TADIG will only be used in exceptional
circumstances and the method of transfer shall be as follows:
COMPACT DISK (CD)WILL BE USED WHEN EDI FAILS OR IS NOT SUPPORTED.

IF AN OPERATOR DOES NOT YET USE CD'S THEN TAPE EXCHANGE WILL COME INTO EFFECT.

Cut off shall be as follows:

CD's or Tapes will be delivered by EXPRESS MAIL TWICE A MONTH AND NOT LATER THAN
10 DAYS AFTER CUT OFF. CUT OFF DATES SHALL BE THE 15TH AND LAST DAY OF THE
MONTH. Where there is a delay in sending CD'S OR TAPES, then the other Party
shall be immediately advised. Such advice will be communicated by e-mail and
phone to the contacts in I.3.2 before the cut off date.
<PAGE>
Addresses for CD'S and TAPES as well as Contact Points for enquiries and
complaints are defined in Annex I.3.2.

Both parties agree not to return CD'S OR TAPES.

The use of the CD'S OR TAPE EXCHANGE does not change the liability as defined
under Data Exchange Procedure above.

Changes in the time schedules

Any changes in the time schedules concerning the exchange of billing files shall
be agreed before implementation.

Data Clearing House

In case of using Data Clearing House for data interchange, the responsibilities
of a Party remain as they are defined by the GSM Association and in Permanent
Reference Documents.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.3.1.2 INFORMATION ON BULK SMS DATA TRANSFER

The implementation of the Bulk SMS Data transfer

The implementation of the Bulk SMS Data transfer shall be in accordance with the
GSM Permanent Reference Documents with the exception of network specific
deviations and/or chosen options agreed by both parties during the testing
phase. The Bulk SMS Data transfer versions implemented by both parties are to be
agreed on during the testing phase or mutually agreed to by both parties at a
later date.

Data exchange procedure

The sending PMN shall provide the Bulk SMS Data in form of a print out.

This print out shall be sent by express mail or courier.

Where there is a delay in sending data then the other Party shall be immediately
advised.

Addresses for Data as well as Contact Points for enquiries and complaints are
defined in Annex I.3.2.

Bulk SMS Data shall be transferred at least monthly, even if the amount is zero.
The receiving PMN Operator shall not be liable for any bulk charge if the Bulk
SMS Data are not made available to him by the end of the second month following
the invoicing period. If the receiving PMN Operator contests the Bulk SMS Data,
he may request greater detail from the sending Operator, provided a reason is
given.

The cost of the transfer will be covered by the sending Operator.

The HPMN is responsible for storing a safety copy of the Bulk SMS Data for six
months after the data were made available to the APMN.

ARTICLE 3.1.3

"GPRS Roaming" shall mean General Packet Radio Service Roaming, providing packet
mode transmission between PMNs and interworking with external networks. GPRS
Roaming allows the service subscriber to send and receive data in an end-to-end
packet transfer mode, without utilizing network resources in circuit switched
mode, outside of their HPMN. For the avoidance of doubt, and in accordance with
the relevant licensing requirements, GPRS Roaming shall not prevent the user's
operation of other GSM Services.

ARTICLE 3.1.4

"Session" shall mean the time between PDP Context Activation until PDP Context
deactivation or a session crosses the 10pm (PST) (time parameters may vary by
carrier and each carrier is not obligated to use 10pm PST as a cutoff time). A
single TAP record will be created per GPRS session if the VPMN's billing company
can support this requirement, otherwise TAP records will be created based on
each VPMN's billing system parameters.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.3.2 F SETTLEMENT PROCEDURE (Multilateral Financial Settlement Program)

The Parties shall carry out settlement according to MFSP guidelines outlined in
BA18.

Each Party as VPMN Operator shall prepare a monthly invoice for calls registered
during the invoice period made by the visiting subscribers in the visited PMN.
Each Party as APMN Operator shall prepare a monthly invoice for SMS-MO
registered during the invoice period made by the HPMN's subscribers and prepare
a monthly invoice for reversed charge MT SMS registered during the period
received by the HPMN's subscribers. Each Party as HPMN Operator shall prepare a
monthly invoice for SMS-MT registered during the invoice period by its
subscribers.

The invoice period shall in general be a calendar month. However, a single
transfer covering a month end shall not be divided between two invoices. The
original invoice has to be sent by the 15th of the following month at latest.
The invoice and the information shall be sent to the address of the other Party
as defined in the Annex I.3.3.

Each Party will issue as appropriate credit notes and or correction invoices,
without any delay, for agreed changes to or agreed errors in the basic inter PMN
invoices.

The invoice amounts (and credit note amounts if appropriate), for the two
directions, shall be offset against each other and included in the MFSP.

Payment shall be made in US dollars.

Payment by the debtor shall be made in accordance with the MFSP timetable and no
later than 15Th of the second month after the traffic period.

If the debtor does not pay the net balance by the due date then the creditor
shall have the right to charge its normal interest rate on the overdue amount
from the due date for payment until payment is made.

The normal interest rate for the Party concerned is:

                           *****% per annum.


Changes in time schedules concerning the exchange of invoices and settlement
periods shall be fixed three months before implementation at the latest.

All enquiries and complaints concerning invoicing shall be done through points
of contact as defined in Annex I.3.3.

Each Party shall pay its own bank fees.

Each Party shall have the right to terminate the Clearing Settlement method as
defined in this Annex and have it replaced by another bilaterally agreed payment
method by giving three (3) months written notice. If no agreement can be
reached, direct payment in US dollars shall apply.

***** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
<PAGE>
At all times during a Multilateral Financial Settlement Program, it is the
debtor operator's responsibility to ensure its funds are properly transferred
through the program to its creditor operators.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.4 CUSTOMER CARE PRINCIPLES

1.       General

         In general, a Roaming Subscriber should contact the Customer Care
         Services of his home contract partner (Customer Care Services of the
         HPMN Operator or of Service Providers) while roaming in another
         network. This home Customer Care Services will provide the first point
         of contact but may refer the subscriber to the VPMN Customer Care
         Services if appropriate.

         The Roaming Subscriber is free to contact the VPMN Customer Care
         Services directly. However, the responsibility remains with the HPMN
         Operator.

         Each Party will ensure that there is, at least during office hours, an
         English speaking operator on duty, to whom a Roaming Subscriber can be
         referred. Further details and the customer care contact numbers are
         defined in Annex I.4.3.

         The APMN Operator should provide the HPMN Operator with a Customer Care
         contact point. The HPMN may refer the subscriber to this APMN Customer
         Care service if appropriate and provided that the APMN Operator agrees.

2.       Roaming Information

         Changes in Emergency Service, Customer Service, Directory Enquiry
         numbers, and Tariffs shall be exchanged in accordance with the
         provisions of the Agreement. Each Party shall inform its own
         subscribers about roaming in the other Party's network.

3.       Network Faults

         In the event of a perceived network fault a Roaming Subscriber should
         contact the home Customer Care Services while roaming in another
         network. The home Customer Care Services will provide the first point
         of contact but may refer the subscriber to the VPMN Customer Care
         Services if appropriate.

         In the event that the Customer Care Services of one Party has a query
         concerning potential faults of the other Party's network, then the
         Customer Care Services shall contact the contact point defined in Annex
         I.4.1.

         In addition, it may be necessary that technical experts of one Party
         get into direct contact with the other Party's technical experts (e.g.
         to establish trouble shooting). In such cases additional contact points
         shall be provided. These contact points are defined in Annex I.4.1.

Frequently arising faults in the VPMN experienced by Roaming Subscribers and
indicated to the HPMN Operator shall be reported to the other Party's contact
point defined in Annex I.4.1.

4.       Lost/Stolen SIM and/or USIM-Cards

         In the event that a SIM and/or USIM-card is lost or stolen, the Roaming
         Subscriber shall be asked to contact his home Customer Care Services.
         If the subscriber contacts the VPMN Customer Care Services, the VPMN
         Customer Care Services will provide the subscriber with the contact
         number of his home Customer Care Services.
<PAGE>
5.       Lost/stolen or Faulty Mobile Equipment

         In the event that a mobile equipment is lost, stolen, or faulty, the
         Roaming Subscriber shall be asked to contact his home Customer Care
         Services. If the subscriber contacts the VPMN Customer Care Services he
         will be referred to his home Customer Care Services.

6.       Billing Enquiries

         In the event that a subscriber has an enquiry relating to the amount
         billed during roaming, the subscriber shall resolve this query with his
         home Customer Care Services. Any contact with the VPMN will be achieved
         through his home Customer Care Services.

7.       Customer Service Numbers

         Customer Service Numbers are contained in Annex I.4.2.

8.       Customer Care Contact Numbers

Customer Care Contact Numbers are contained in Annex I.4.3.


DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX 5  TECHNICAL ASPECTS

Technical aspects concerning both the precommercial and commercial phases of GSM
and SMS Interworking and GPRS Roaming are dealt with in the Annexes to follow.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.5.1 TESTING

1.       Certification of testing

         Both Parties shall exchange Completion Certificates confirming the
         successful execution of IREG tests which includes testing of the TAP
         procedures according to the test specifications of Permanent Reference
         Documents. Both Parties shall confirm the successful execution of TADIG
         tests.

2.       Testing of Service availability:

         The parties agree to perform relevant tests of service availability,
         according to the IREG and TADIG test specifications, every time one of
         the parties indicates a major change which has an impact on Roaming and
         SMS Interworking.

3.       Exchange of SIM and/or USIM-Cards

         General

         The issuing operator (the HPMN Operator) will make the bilaterally
         agreed number of test SIM and/or USIM-cards available to the testing
         operator (the VPMN Operator) under the following conditions:

         Both Parties exchange test SIM and/or USIM-card(s) as agreed
         bilaterally in a written notice without any activation fee or any
         subscription fee. The VPMN Operator will be treated as a customer of
         the HPMN Operator.

         All necessary information concerning the SIM and/or USIM-card(s), i.e.
         IMSI, MSISDN, PIN, PUK, shall be forwarded to the VPMN Operator as
         well.

         The SIM and/or USIM-card(s) remain in the property of the HPMN
         Operator.

         It is only allowed to use the test SIM and/or USIM-card(s) in the VPMN
         Operator's network for the purpose of testing of Roaming functions.

         TAP-data for traffic generated by these test SIM and/or USIM-card(s)
         shall be included in the normal billing and accounting procedures
         between the two PMNs and thereby also invoiced by the VPMN Operator.

         None of the above shall be construed to allow reselling the SIM and/or
         USIM-card(s) or in any other way forward the SIM and/or USIM-card on
         conditions that could be negative for the HPMN. The SIM and/or USIM
         card(s) issued as a result of this paragraph must be and remain in the
         name of the VPMN Operator.

Tests before the commercial start of roaming services (Precommercial roaming
phase) As a general principle, it is agreed that the operator actually using
test-SIM and/or USIM-card(s) will not receive a payable bill from the issuing
operator for the test calls made in the network under test. TAP-data and bills
will only be exchanged for test purposes.

All costs occurring for calls made outside the network under test will be
charged by the issuing operator as if they were ordinary customer calls. The
testing operator will be fully responsible for these costs. Furthermore, the
testing operator is fully liable for all damages and costs incurred by misuse of
the test SIM and/or USIM cards.
<PAGE>
Unless otherwise agreed, it is the sole responsibility of the VPMN Operator to
block Roaming Subscribers of the HPMN Operator during the precommercial phase
and in no case the HPMN Operator has to bear the costs incurred by its
subscribers roaming in the VPMN.

Tests during the Commercial roaming phase

During the commercial roaming phase the usage of these SIM and/or USIM-card(s)
is fully chargeable for traffic charges. The HPMN Operator shall therefore have
the right to send a (single) bill to the VPMN Operator for the traffic generated
by the exchanged SIM and/or USIM-card(s), however, only if the amount exceeds
the bilaterally agreed non chargeable value. The amount charged is only the
amount exceeding the non chargeable value calculated on a monthly basis. The non
chargeable monthly value for AT&T is $50 USD and for TRITON it is $50 USD.

For control purposes the HPMN Operator will attach an itemized bill to the
invoice. The tariffs used are as for normal Roaming Subscribers in the VPMN. The
invoice regarding test SIM and/or USIM-card(s) shall be sent to the address
defined in Annex I.3.3.

In the event that the VPMN Operator has a query concerning the other Party's
test SIM and/or USIM-card(s), then the VPMN Operator shall contact the contact
point defined in Annex I.5.1.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02   /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.5.2 SECURITY

Security functions of the individual Operators are specified in Annex I.5.2 and
any other PRD documents.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.5.3 INFORMATION ON SIGNALLING INTERCONNECTION AND/OR IP CONNECTIVITY

The implementation of the Signalling Protocols and/or Inter-PLMN backbone (as
defined in IREG PRDs) shall be in accordance with the Technical Specifications
and relevant GSM Association Permanent Reference Documents with the exception of
network specific deviations and/or chosen options agreed by both Parties during
the testing phase.

The technical information relevant for Roaming or SMS Interworking shall be
exchanged between the Parties as part of IREG testing procedures and IREG PRDs.

Each Party agrees to make its best efforts to give the other Party at least four
(4) weeks prior written notice about changes in the numbering and addressing
information with an impact on Roaming or SMS Interworking.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.6 DATA PRIVACY. GENERAL PRINCIPLES

Data Privacy requirements of the individual Operators are defined in Annex
I.6.1.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02   /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.
<PAGE>
ANNEX C.7 FRAUD PREVENTION PROCEDURES

1.       General

Each VPMN operator shall use commercially reasonable efforts to provide each
HPMN operator with real time visibility of call detail records delivered through
a network compatible with the VPMN and HPMN networks. Such information shall be
delivered within one hour of the applicable call. In the event that the VPMN
provides such real time visibility system, the VPMN shall not be liable in any
event for a temporary failure of the system unless the VPMN has been notified of
such failure by the HPMN and the VPMN does not take commercially reasonable
steps to remedy the failure. If the VPMN has been so notified and has failed to
take such commercially reasonable steps, the VPMN shall be liable for all
unauthorized usage attributed to HPMN's subscribers during the period from the
time VPMN was notified of the problem to the time that the problem has been
resolved to the reasonable satisfaction of the HPMN.

Notwithstanding the foregoing, the VPMN Operator shall not be obligated to
provide a Report on Suspected Fraud with respect to GPRS, SMS PS Services until
the VPMN Operator is technologically capable of providing such reports and until
the Parties have agreed in writing on the specific requirements for such reports
and have completed testing and validation of a procedure for transferring such
reports. Each party agrees to work in good faith and to use commercially
reasonable efforts to develop the technology capabilities to provide such
reports.

DATE: 10/03/02  /s/ Robert Stokes       DATE: 10/04/02  /s/ David Clark
               -------------------                     ------------------
APPROVED BY:  Robert Stokes             APPROVED BY:  David Clark
SVP Corporate Development               EVP and Chief Financial Officer
For:  AT&T Wireless Services            For: Triton PCS Operating Company L.L.C.