EXHIBIT 10.9

              SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION Page 1

Ver. 1.0  Type II  12/21/01

                       WIRELESS INTERNET SERVICE AGREEMENT

This WIRELESS  INTERNET  SERVICE  AGREEMENT  ("Agreement") is effective as of 30
July, 2001 ("Effective Date"),  between Sprint Spectrum L.P., a Delaware limited
partnership  doing business as Sprint PCS ("Sprint PCS") and Retreival  Dynamics
Corporation,  a Florida corporation ("Service Provider").  The parties desire to
provide Service  Provider's  Internet-based  content,  media,  communications or
commerce services as part of the Sprint PCS Services.

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DESCRIPTION OF SERVICE  PROVIDER CONTENT AND SERVICES (FOR USE IN THE SPRINT PCS
SERVICES AND PROMOTIONAL MATERIALS)
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Service  Provider  link  name as it is to  appear in the  Sprint  PCS  Services:
QxprintTM  or   WWW.QXPRINT.COM   (must  include  all  desired   capitalization,
punctuation, trade / service marking, etc.)

Long Description (1 brief paragraph):

QxprintTM is a hosted  application that allows you to create a "virtual" desktop
FREE-of-Charge,  where you can up-load  and manage  stored  contacts  along with
printable files, documents, and data. Using a browser-based Sprint PCS phone and
Internet  connectivity,  you can  access  your  desktop  and merge new or stored
contacts to secure  pre-defined  documents,  files,  or data.  With a few simple
commands  the  Sprint  PCS phone  will be used as a  "remote-control"  device to
access  and  select a contact  along with  selected  information  to be sent via
email,  fax, or  Print-on-Demand  services for Postal Service and FedEx delivery
options.

Short  Description  for Marketing /  Promotional  Use (15-20  words):  QxprintTM
allows the  Sprint PCS phone to  function  as a  "Command-and-Control"  unit for
retrieving, sending, and printing documents, files and data.

Short  Description  for  Use  within  the  Sprint  PCS  Services  (8-10  words):
QxprintTM: Send or Print Documents/Files by Email, Fax, USPS, and FedEx.

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SERVICE PROVIDER SERVICES
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The Service Provider Services will consist of the following  features,  and will
be  developed  in an **HDML 3.0 (or  higher),  **WML 1.1 (or higher) and an HTML
format optimized for wireless hand-held devices,  by Service Provider for Sprint
PCS Acceptance  Testing  according to Section 12.1.  Service Provider will allow
Sprint PCS adequate  lead-time  and the ability to test,  verify and approve new
features on the Service  Provider  Services prior to their launch.  New features
include,  but are not limited to, new flows,  new  functionality,  new hardware,
changes in the operational environment, or new data requirements.

** Sprint PCS will  provide  HDML/WML  Style Guides to support the design of the
Service  Provider  Services.  Service  Provider will adhere to the  requirements
outlined in the Style Guides.

Phase 1:
---------
The initial  version of the Service  Provider  Services  will include  following
features:

*    Free 25 megs of storage for contacts, data, files, and documents

*    Quick Send feature

*    No Registration Charge,  Transaction Based, therefore the registered person
     is only charged for use per transaction.


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Phase 2
--------
In a subsequent version, the Service Provider Services will include the
following Enhancements (as defined in Section 2.1):

*    1.  Support over 250+ active file formats.
     2.  Subscription based service model.


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LINK PLACEMENT
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Service Provider may request one of the following general  placement  categories
as its preferred location for the link to the Service Provider Services.

__ Shopping  __ News  __ Finance  __ Travel  __  Entertainment  __ Weather
__ Tools & Reference  XX Business Tools  __ Web Portals  __ Sports  __ People
__ Games  __ Messaging


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SERVICE PROVIDER ADDRESS AND CONTACT INFORMATION
--------------------------------------------------------------------------------

Service Provider Address:  1819 Main Street, Suite 702
                           Sarasota, Florida  34236

Contact Name:  David Rippetoe           Title:  Business Development Director

Phone Number:  941-365-9955 ext 308     Fax Number:  941-365-9966

E-mail Address:  drippetoe@teamrdc.com


By signing  below,  each party agrees that it has read and consents to the terms
and conditions on the following pages.

Signed:

Sprint Spectrum L.P.          Service Provider: Retrieval Dynamics Corporation
Signature:/s/George Danarco   Signature:/s/ Don Marlin
Print Name: George Danarco    Print Name:  Don Marlin Hamilton
Title: SA DIRECTOR            Title:  Vice President / General Manager
Date: OCT 19,2001             Date:  31 July 2001


SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION                         Page 1

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1.   DEFINITIONS


"Service Provider Data" means all information  collected or developed by Service
Provider  regarding its customers who are Users under this  Agreement or derived
specifically  from a User's use of the Service  Provider  Services or  otherwise
provided directly to Service Provider by Users.

"Service  Provider  Services"  means the set of features,  functionality,  data,
graphics,  sounds,  text and other  information,  material  or other  content in
electronic  form  provided  by Service  Provider to Sprint  PCS,  including  any
upgrades or Enhancements, for transmission to Users.

"Handset"  means  the  hand-held  digital   electronic   equipment  meeting  the
requirements  of and  authorized  by Sprint  PCS for Users to access  any of the
various Sprint PCS Services.

"Sprint PCS Affiliate"  means: (a) any entity in which Sprint PCS holds at least
a 20% equity interest; (b) any entity controlling, controlled by or under common
control  with  Sprint  PCS,  directly  or  indirectly  by or through one or more
intermediaries;  (c) any  entity  that is  authorized  to sell  network  digital
wireless  communications  products or services under the "Sprint PCS" brand name
or any other brand name(s)  subsequently  primarily used by Sprint PCS to market
its network digital  wireless  communications  products or services;  or (d) any
entity to which Sprint PCS is required by law, regulation or contract to provide
wireless  telecommunications  network  services  involving  the  services  to be
provided under this Agreement.

"Sprint PCS Data" means all  information  collected  or  developed by Sprint PCS
regarding  its  customers  who  are  Users  under  this   Agreement  or  derived
specifically  from a User's  use of the Sprint  PCS  Services  or the Sprint PCS
Wireless  Telecommunications Network, including the Mobile Identification Number
(MIN)  issued  by Sprint  PCS to a User,  the  Electronic  Serial  Number  (ESN)
associated  with a Handset,  and any customer  information  described in the FCC
definition of "Customer  Proprietary Network Information" as set forth in 47 USC
222(h)(1).

"Sprint PCS  Services"  means the wireless  communication  services  provided by
Sprint PCS, on behalf of itself or the Sprint PCS Affiliates or both,  utilizing
radio frequencies assigned by regulatory agencies.

"Sprint   PCS   Wireless   Telecommunications   Network"   means   any  and  all
telecommunications  systems built, owned or operated by Sprint PCS or any of the
Sprint PCS Affiliates.

"User" means any individual who uses any of the Sprint PCS Services.

2.       SERVICES

2.1 Scope of Services.  This Agreement is for the provision of Service  Provider
Services  to  Sprint  PCS  for  transmission  across  the  Sprint  PCS  Wireless
Telecommunications  Network to Users with  Handsets.  Service  Provider may make
changes, modifications,  updates and enhancements (each an "Enhancement") to the
Service Provider Services if:
     (a)  the Enhancement complies with all requirements in this Agreement; and
     (b)  the Service Provider Services continue to include,  at a minimum,  the
          Phase I features described above.

2.2 Placement.  Sprint PCS will place the link to the Service Provider  Services
within an  appropriate  category of the Sprint PCS  Wireless  Web (or  successor
branded service) during the Initial Term of this Agreement.  Actual placement of
the  link  to  the  Service  Provider  Services  will  be in  Sprint  PCS'  sole
discretion.  The link may be moved or  repositioned  at any time in Sprint  PCS'
sole  discretion,  or may be otherwise  moved or removed by Users as part of any
wireless  web  personalization  functionality  when  available.  In  addition to
placement of the link as set forth above, Service Provider grants Sprint PCS the
right, in accordance  with the terms of this  Agreement,  to include the Service
Provider  Services  on other  services  provided,  or  supported,  by Sprint PCS
including,  but not limited  to,  services  provided  by Sprint PCS,  Sprint PCS
Affiliates,  or other third parties (e.g.  Sprint PCS' private label  customers)
that  are  authorized  by  Sprint  PCS to sell  digital  wireless  communication
services, under the Sprint or Sprint PCS brand name or under a third party brand
name.


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2.3 Forecasted  Usage.  Prior to launch Service Provider will provide Sprint PCS
with a forecast  of the  amount of traffic  expected  for the  Service  Provider
Services.  Service Provider's  systems will, at a minimum,  support the level of
traffic  indicated in that  forecast.  If traffic  levels  exceed the  forecast,
Service  Provider will upgrade its systems as necessary to support the increased
traffic level, and will provide Sprint PCS with an updated forecast.

2.4 Customer  Support.  Sprint PCS will be responsible for all customer  support
relating   to  the  Sprint   PCS   Services   and  the   Sprint   PCS   Wireless
Telecommunications  Network.  Service  Provider  will  be  responsible  for  all
customer support issues relating to Service Provider Services.  Service Provider
will appropriately  refer all User questions and inquiries  regarding Sprint PCS
or the Sprint PCS Services to Sprint PCS' Customer  Care unit.  The parties will
reasonably  cooperate  with each other to  provide  necessary  customer  support
services.   Service  Provider  will  provide  the  following   internal  contact
information  for User  referrals,  in both  electronic and hard copy format,  to
Sprint PCS'  Customer  Care unit at least 10 business  days before launch of the
Service Provider Services:

     (a)  Service  Provider  toll free phone number and email  address for Users
          with a new account: 1-866-797-7468 support@teamrdc.com

     (b)  Service Provider toll free phone number and email address for existing
          Users: 1-866-797-7468 support@teamrdc.com

2.5  Representatives.  Each party will designate a representative who will serve
as that  party's  single  point of contact  with the other party for purposes of
supervising  and managing  performance  of the respective  parties'  obligations
under this Agreement (the "Representative").  All technical,  marketing or other
business issues will be communicated  to the other party's  Representative,  and
each party's  Representative  will be  authorized  to respond on its behalf with
respect to such issues.  The  Representatives  will hold  conference  calls on a
mutually agreeable basis.

2.6 Reporting.  On a monthly basis Service  Provider will, no later than 30 days
after the end of the previous month, provide a report to Sprint PCS that details
the information listed below.

     1.   Total aggregate  hits/page views performed at Service  Provider's site
          (by category, if applicable).
     2.   Total  aggregate  minutes of use spent at Service  Provider's site (by
          category, if applicable).
     3.   Total aggregate  number of unique Users (Users with a unique MIN) that
          visited Service Provider's site (by category, if applicable).
     4.   Total gross E-commerce revenue (by category, if applicable).
     5.   Total aggregate  number of E-commerce  transactions  (by category,  if
          applicable).
     6.   Total gross premium service revenue (by category, if applicable).
     7.   Total aggregate  number of premium service  transactions (by category,
          if applicable).
     8.   Any additional reports mutually agreed upon by both parties.

Sprint  PCS and  Service  Provider  will  mutually  agree on the format of these
reports.  Reports  will be sent to:  Sprint  PCS,  c/o Joan  McAnany,  Mailstop:
KSOPHE0302-3D552,  6360 Sprint Parkway, Overland Park, KS 66251, e-mail address:
jmcana01@sprintspectrum.com.


2.7  Service  Prohibitions.  Service  Provider  is  solely  responsible  for the
development,  operation and maintenance of any website  necessary to provide the
Service Provider Services.  Excluding any editorial comments of Service Provider

SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION                         Page 2

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or a  third  party  that  may be  included  in the  Service  Provider  Services,
materials that are knowingly posted in the Service  Provider  Services will not:
(a) intentionally  disparage,  defame, or discredit Sprint PCS or any Sprint PCS
Affiliate,   or  contain   information  that  is  intentionally   derogatory  or
detrimental to the good name or business  reputation of Sprint PCS or any Sprint
PCS Affiliate;  (b)  intentionally  facilitate or promote illegal  activity,  or
contain information that is illegal; (c) contain information that is defamatory,
obscene,   distasteful,   racially  or  ethnically  offensive,   harassing,   or
discriminatory  based upon race, gender,  color, creed, age, sexual orientation,
or disability; or (d) contain sexually explicit content. Subsections (a) through
(d) above are collectively referred to as the "Content Standards." If Sprint PCS
reasonably  determines  that  Service  Provider  has violated any of the Content
Standards,  Sprint PCS may temporarily  suspend the Service  Provider  Services.
Sprint PCS will notify  Service  Provider by writing or e-mail of the  violation
and Service  Provider must cure the violation  within 3 business days (the "Cure
Period") by removing the link from the Service  Provider  Services to the Sprint
PCS Services,  or removing the specific portion of the Service Provider Services
that violates the Content  Standards.  If Service Provider  reasonably  disputes
Sprint's  determination  of a  violation  of any of the Content  Standards,  the
parties  agree to meet in good  faith to  resolve  the  dispute.  Sprint PCS may
suspend the Service  Provider  Services  during the pendency of the dispute.  If
Service Provider has not requested a meeting, and has failed to cure the Content
Standard violation within the Cure Period,  Sprint PCS may immediately terminate
this Agreement. In addition,  neither party will take any action,  including but
not  limited  to data  mining  or any  similarly  disruptive  practice,  that is
intended to and does interfere with the development,  operation,  maintenance or
content of: (i) the other party's or the party's  affiliates  websites;  or (ii)
the  other  party's  respective  servers  or  other  equipment  related  to  the
development, operation and maintenance of websites.

2.8 No  Advertising.  Service  Provider will not display any  advertising in the
Service Provider Services.

2.9  Temporary  Suspension  of the  Service  Provider  Services.  Sprint PCS may
temporarily  suspend the Service Provider Services as Sprint PCS deems necessary
in  the  normal   management   and   operation   of  the  Sprint  PCS   Wireless
Telecommunications  Network, or if Service Provider violates either Section 8 or
the restoral  expectations in Section 12.2. If Sprint PCS  temporarily  suspends
under this  section,  it will  insert a `card'  notifying  Users of the  Service
Provider   Services  that  the  Service   Provider   Services  are   temporarily
unavailable.

3.   PAYMENT AND FEES

3.1. No Charge for Service Provider  Services.  The Service  Provider  Services,
including all Enhancements,  are provided to Sprint PCS at no charge. Each party
will be  individually  responsible  for any  expenses  it incurs in  developing,
producing, and transmitting its respective service.

3.2.  Service Fee. In  consideration  for the placement of the Service  Provider
Services as set forth in Section 2.2, and for other services provided under this
Agreement, Service Provider will pay Sprint PCS a service fee ("Service Fee") of
$20,000.00  for the Initial  Term.  The Service Fee for any Renewal Term will be
mutually  agreed upon by the parties prior to the Renewal Term.  The Service Fee
must be received by Sprint PCS within 30 days after the Effective Date.


<PAGE>


3.3.  Revenue  Sharing.  Sprint PCS will  receive  30% of the gross  transaction
revenue  generated  from the Service  Provider  Services  and  derived  from the
Handset.  Each  party will be  responsible  for its own tax  obligations.  Gross
revenue subject to this subsection includes that derived from:

     (a)  any premium  service that requires the User to pay a fee to access and
          use the premium service; and
     (b)  electronic  commerce  transactions  (gross sales amount, less returns,
          discounts and freight).

3.4 Invoicing and Payment Procedures. All amounts payable by Service Provider to
Sprint PCS under  Section 3.3 are due to Sprint PCS on a monthly basis within 30
days following the end of each month.  Sprint PCS may impose a finance charge of
1 1/2% per month (or the maximum  legal rate) on payments  not  received  within
this 30 day  period.  Payments  must be  remitted  to the  following  Sprint PCS
location:

         Sprint PCS
         Dept CH 10615
         Palatine, IL  60055-0615

4.   MARKETING AND PROMOTION

4.1 Service  Provider Marks.  Sprint PCS may wish to include Service  Provider's
name,  description,  or logos in certain marketing materials including,  but not
limited to, those that it sends to its customers,  displays in retail locations,
displays on its web site,  in press  releases or any third party  retailer/Co-op
advertising materials and promotional activities.

Please check the appropriate  box below  regarding use of Service  Provider name
and logos.

CHECK ONE:

|_|  Service  Provider  AUTHORIZES  Sprint PCS to use Service  Provider's  name,
     description,  and logos, subject to Service Provider's branding guidelines,
     in marketing and promoting the Sprint PCS Services as set forth above.

|_|  Service  Provider DOES NOT AUTHORIZE  Sprint PCS,  without first  obtaining
     prior written approval,  to use Service Provider's name,  description,  and
     logos in marketing and promoting the Sprint PCS Services.

Service Provider name as it is to appear in promotional materials is as follows:
QxprintTM property of Retrieval  Dynamics  Corporation (must include all desired
capitalization,  punctuation,  trade/service  marking,  "property of" indicators
(legal attributes), etc.)

4.2  Publicity.  Service  Provider  will  not  make  any  news  release,  public
announcement,  reference  to  this  Agreement,  its  value,  or  its  terms  and
conditions,  or in any manner  advertise or publish the fact of this  Agreement.
Nothing in this Agreement is intended to imply that Sprint PCS will agree to any
publicity,  and Sprint PCS may, in its sole discretion,  withhold its consent to
any publicity.



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5.   TERM AND TERMINATION

5.1 Term.  The initial term of this  Agreement  begins on the Effective Date and
ends after 1 year (the  "Initial  Term").  After the  expiration  of the Initial
Term,  this  Agreement  will be  automatically  extended on a 30 day basis until
terminated by either party with at least 30 days prior  written  notice (each 30
day period a "Renewal Term").

5.2 Termination for Convenience. Sprint PCS may terminate this Agreement for any
reason, without liability, by providing at least 30 days prior written notice to
Service  Provider.   Unless  otherwise  provided  in  Sprint  PCS'  notice,  the
termination  is  effective  30 days  after  the date of the  notice.  If  Sprint
terminates  this Agreement under this Section,  Service  Provider will receive a
pro-rata refund of the Service Fee it paid to Sprint under Section 3.0 (based on
the number of full months  remaining in the Initial Term).  Service Provider may
terminate  this  Agreement for any reason,  without  liability,  by providing at
least 30 days prior written notice to Sprint PCS. Unless  otherwise  provided in
Service  Provider's  notice, the termination is effective 30 days after the date
of the notice. If Service Provider  terminates the Agreement under this Section,
Service Provider will not receive a refund of the Service Fee.

5.3  Termination  for Breach.  Either party may terminate  this Agreement if the
other party  breaches any material term of this  Agreement and the breach is not
cured  within 30 days  after  written  notice of the breach is  provided  to the
defaulting party by the non-defaulting  party.  Unless otherwise provided in the
notice,  or unless the breach has been cured,  the  termination  is effective 30
days after the date of the notice.


SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION                         Page 3


6.   CONFIDENTIAL INFORMATION

6.1 General. Each party acknowledges that while performing its obligations under
this  Agreement  it may have  access to  Confidential  Information  of the other
party.  "Confidential  Information"  means any information  concerning a party's
trade  secrets,  products,  planned  products,  services  or  planned  services,
suppliers,  customers,   prospective  customers,  data,  financial  information,
computer software, processes, methods, knowledge,  inventions, ideas, marketing,
promotions,  discoveries,  current or planned activities, research, development,
or other information  relating to a party's business activities or operations or
those of its  customers or  suppliers.  This  Agreement  creates a  confidential
relationship  between  the  parties.  Both  parties  will keep the terms of this
Agreement  and  all  Confidential   Information   confidential  and,  except  as
authorized by the other party in writing, the receiving party will only use, and
make  copies  of,  Confidential  Information  to  perform  the  Services  or its
obligations  as  required  under  this  Agreement.   Upon  termination  of  this
Agreement,  or upon the disclosing  party's  request,  the receiving  party will
return or destroy all  documents and other  materials in the  receiving  party's
control that contain or relate to Confidential Information.  Upon request by the
disclosing party, the receiving party will provide written  certification to the
disclosing party that it has returned or destroyed all Confidential Information,
including any  duplicate  copies.  Both parties will inform their  personnel who
will  have  access  to   Confidential   Information  of  their   obligations  of
confidentiality,  and will require  their  personnel to comply with the terms of
this Agreement.  If reasonably  requested by either party,  the other party will
have those personnel sign a non-disclosure  agreement at least as restrictive as
this Section.  Both parties agree to disclose  Confidential  Information only to
its personnel,  including its  subcontractors  and agents, who have a legitimate


<PAGE>


business need to know Confidential  Information in order to perform that party's
obligations  under this Agreement.  If any material,  non-public  information is
disclosed,  the  receiving  party  will  comply  with  SEC  Regulation  FD (Fair
Disclosure), and refrain from trading in the disclosing party's stock until that
material, non-public information is publicly disseminated.

6.2 Exceptions;  Injunctive  Relief.  Confidential  Information does not include
information  that the receiving party can demonstrate by written  documentation:
(i) is rightfully known to the receiving party prior to negotiations  leading to
this Agreement;  (ii) is independently  developed by the receiving party without
any reliance on Confidential Information;  (iii) is or later becomes part of the
public domain or is lawfully  obtained by the receiving party from a third party
not under an obligation of confidentiality;  or (iv) is required to be disclosed
by law or legal process,  as long as the receiving party uses reasonable efforts
to  cooperate  with  the  disclosing  party to limit  disclosure.  Both  parties
acknowledge  that disclosure of Confidential  Information by the receiving party
will cause  irreparable  injury to the disclosing party, its customers and other
suppliers,  that is inadequately compensable in monetary damages. In addition to
any other remedies in law or equity,  the disclosing  party may seek  injunctive
relief for the breach or threatened breach of this Section;  the breaching party
will not raise the defense of an adequate remedy at law.

7.   Grant of licenses and rights

7.1 Service Provider Licenses. Service Provider grants Sprint PCS and Sprint PCS
Affiliates  a  non-exclusive,  non-transferable  (with no right to  sub-license)
license to use, reproduce,  display, and transmit the Service Provider Services,
in any current or future  mark-up  language or format,  as  necessary  to enable
Users of the Sprint PCS  Services to access and  utilize  the  Service  Provider
Services  on  the  Handset.   Service   Provider   also  grants   Sprint  PCS  a
non-exclusive,  non-transferable  (with no right to sub-license) license to use,
reproduce,  display,  and transmit Service Provider trademarks and service marks
(the "Service  Provider  Brand Marks") in  connection  with:  (i) the display of
Service  Provider  Services;  and (ii) the marketing or promotion of the Service
Provider  Services.  Sprint PCS will not modify the  Service  Provider  Services
without  Service  Provider's  prior  consent,  except as  necessary  to  address
technical concerns related to the telecommunications network transmission of the
Service Provider Services,  however,  any technical  modifications by Sprint PCS
will not alter the information,  content,  display,  or services included in the
Service Provider  Services.  Sprint PCS may use the Service Provider Services or
any transferred Service Provider Data to monitor Service Provider's  performance
and compliance with the terms of this Agreement, for quality assurance purposes,
and for Sprint PCS' internal marketing research purposes.

7.2 Sprint PCS  Licenses.  Sprint PCS is  authorized to license the following to
Service  Provider:  (i) the Sprint diamond logo; (ii) Sprint PCS mark; and (iii)
the Sprint PCS  Wireless  Web mark  (collectively,  the "Sprint  PCS  Authorized
Marks").  Sprint PCS grants Service Provider a  non-exclusive,  non-transferable
(with no right to sub-license) license to use, reproduce,  display, and transmit
the Sprint PCS Authorized  Marks,  subject to Sprint PCS' prior written approval
and  Sprint  PCS'  brand  and  trademark  guidelines:  (i) on  tangible  written
materials  (excluding printouts of web pages) promoting the Sprint PCS Services;
and (ii) in  connection  with the  marketing  and  promotion  of the  Sprint PCS
Services.  Service  Provider  is not  permitted  to use  any of the  Sprint  PCS
Authorized  Marks  for any other  purpose  without  Sprint  PCS'  prior  written
approval.



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8.   Ownership and USE OF DATA

8.1 Service Provider Ownership.  Sprint PCS acknowledges and agrees that Service
Provider  owns all right,  title and interest in Service  Provider  Brand Marks,
Service  Provider Data, and Service  Provider  Services  (excluding  third party
content and services  incorporated in the Service Provider  Services pursuant to
valid license rights), and except for the licenses in this Agreement, nothing in
this  Agreement  will  confer  in  Sprint  PCS any  right  of  ownership  in the
foregoing.

8.2 Sprint PCS Ownership.  Service Provider  acknowledges and agrees that Sprint
PCS owns all right,  title and  interest in the Sprint PCS Data,  the Sprint PCS
Wireless  Telecommunications  Network,  the Sprint PCS Authorized Marks, and the
Sprint PCS Services (excluding third party content and services  incorporated in
the Sprint PCS Services  pursuant to valid license  rights),  and except for the
licenses in this  Agreement,  nothing in this  Agreement  will confer in Service
Provider any right of ownership in the foregoing.

8.3 Rights and  Limitations.  All Sprint PCS Data is the  exclusive  property of
Sprint  PCS.  Service  Provider  will not,  except as  otherwise  stated in this
Agreement,  store, copy, analyze, monitor, or otherwise use any Sprint PCS Data,
including  location-based  information.  If Sprint PCS Data is made available to
Service  Provider,  Service  Provider  will not use that data unless the parties
have entered into a separate written  agreement  governing the use of that data.
All Service Provider Data is the exclusive property of Service Provider.  Sprint
PCS will  not,  except  as  otherwise  stated in this  Agreement,  store,  copy,
analyze,  monitor,  or otherwise use any Service Provider Data.  Nothing in this
Agreement prevents or limits:  (i) Service Provider from communicating  directly
with Users of Service  Provider  Services or (ii) Sprint PCS from  communicating
directly with Users.

8.4 Solicitation; Disclosure. Service Provider will not use the Service Provider
Services for the transmission of "spam" or any other distribution of unsolicited
information, including telemarketing,  unless the User expressly consents on the
Handset. Sprint PCS will not use the Sprint PCS Services for the transmission of
"spam"  or  any  other  distribution  of  unsolicited   information,   including
telemarketing,  unless the User expressly  consents.  Neither party will use any
information  obtained from the activities  contemplated  under this Agreement to
target advertisements or marketing to Users based on the User's use of the other
party's  products or services.  Neither  party will  disclose the other  party's
information  or data provided to it under this Agreement to any third party in a
manner that  identifies  the User as end user of a Service  Provider  product or
service or of the Sprint PCS Services.

9.       Warranties AND DISCLAIMERS

9.1  Date/Time  Functionality;  Viruses.  Service  Provider  warrants  that  all
hardware,  software  and  networks  used by  Service  Provider  to  fulfill  its
obligations  under this Agreement,  which depend on a date processing  function,
will: (i) perform and process date arithmetic and date/time data in a consistent
and accurate manner and in a manner that is unambiguous as to century;  and (ii)
to the extent any hardware,  software or networks are used in  combination  with
other software,  hardware or networks,  they will properly interoperate with the
other software, hardware or networks,  including the exchange of date/time data.
In addition,  Service Provider warrants that it will not intentionally introduce
into Sprint PCS' hardware,  software, or network any software virus, worm, "back
door," "Trojan Horse," or similar harmful code. If Service Provider's  hardware,
software, or network is not compliant with this warranty, Service Provider will,
at its expense, promptly correct or modify the hardware, software, or network so
that it is compliant.


<PAGE>



9.2 Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BOTH PARTIES'
SERVICES,  INFORMATION,   CONTENT  AND  OTHER  MATERIALS  DELIVERED  UNDER  THIS
AGREEMENT  ARE  PROVIDED  ON AN  "AS  IS,"  "AS  AVAILABLE"  BASIS.  EACH  PARTY
SPECIFICALLY  DISCLAIMS ANY  REPRESENTATIONS OR WARRANTIES,  EXPRESS OR IMPLIED,
REGARDING ANY MATERIALS  PROVIDED  UNDER THIS  AGREEMENT,  INCLUDING ANY IMPLIED
WARRANTY OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE, OR ANY IMPLIED
WARRANTIES  ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  EXCEPT FOR
THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT,  NEITHER PARTY MAKES ANY WARRANTY
THAT ITS SERVICE  WILL BE  UNINTERRUPTED,  SECURE,  OR ERROR  FREE.  THE PARTIES
ACKNOWLEDGE THAT USE OF ANY DATA OR INFORMATION OBTAINED BY USERS THROUGH EITHER
PARTY'S  SERVICE IS AT USERS' OWN  DISCRETION  AND RISK,  AND THAT USERS WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE THEREOF.  EACH PARTY AGREES
TO INCLUDE A DISCLAIMER IN SUBSTANTIALLY  SIMILAR FORM TO THE PREVIOUS  SENTENCE
IN THEIR RESPECTIVE  USER'S  AGREEMENTS OR TERMS AND CONDITIONS OF USE FOR THEIR
RESPECTIVE SERVICES.


SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION                         Page 4



10.  INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1  Indemnification  by Sprint  PCS.  Sprint  PCS,  at its own  expense,  will
indemnify and defend Service Provider,  Service Provider  affiliates,  and their
respective directors, officers, agents, and employees (each, a "Service Provider
Indemnitee") from and against all claims, damages, losses,  liabilities,  costs,
expenses, and reasonable attorney fees (collectively "Damages") arising out of a
claim by a third party against a Service Provider Indemnitee:  (i) for injury to
persons  (including libel,  slander or death) or loss or damage to property,  to
the extent  resulting  from any act or omission of Sprint PCS; or (ii)  alleging
that the Sprint  PCS  Authorized  Marks  infringe  in any manner any  copyright,
patent, maskwork right, trade secret, trademark, or trade dress right.

10.2 Indemnification by Service Provider.  Service Provider, at its own expense,
will  indemnify  and  defend  Sprint  PCS,  Sprint  PCS  Affiliates,  and  their
respective  directors,  officers,  agents,  and employees  (each,  a "Sprint PCS
Indemnitee")  from and  against  all  Damages  arising out of a claim by a third
party  against a Sprint PCS  Indemnitee:  (i) for  injury to persons  (including
libel, slander or death) or loss or damage to property,  to the extent resulting
from any act or omission of Service Provider;  or (ii) alleging that the Service
Provider Services or the Service Provider Brand Marks infringe in any manner any
copyright,  patent,  maskwork  right,  trade secret,  trademark,  or trade dress
right.

10.3  Indemnification  Procedures.  Promptly,  upon becoming aware of any matter
that is subject to the  provisions  of this Section 10.0 (a "Claim"),  the party
seeking  indemnification (the "Indemnified Party") must give notice of the Claim
to the other  party (the  "Indemnifying  Party"),  accompanied  by a copy of any
written documentation regarding the Claim received by the Indemnified Party. The
Indemnifying  Party will have the right, at its option,  to settle or defend, at
its own expense and with its own counsel,  the Claim. The Indemnified Party will
have the right,  at its option,  to  participate in the settlement or defense of
the Claim,  with its own counsel and at its own  expense,  but the  Indemnifying
Party will have the right to control the settlement or defense. The Indemnifying
Party  will  not  enter  into any  settlement  that  imposes  any  liability  or
obligation  on  the  Indemnified  Party,  or  contains  any  acknowledgement  of
wrongdoing  by the  Indemnified  Party,  without the  Indemnified  Party's prior
written  consent.  The parties will  cooperate in the  settlement or defense and
give each other  full  access to all  relevant  information.  If an  Indemnified
Party's  ability to provide a service is enjoined due to a claim  covered by the
indemnity  obligations  in this  Section,  the  Indemnifying  Party will, at its
option and expense,  either:  a) procure for the Indemnified Party and the Users
the continued right to use the service;  b) replace the infringing material with
non-infringing  material that will not adversely affect the operation or quality
of the service;  c) modify the infringing  material so that it is non-infringing
and will not  adversely  affect the  operation or quality of the service;  or d)
only if none of the above  options are possible  after  commercially  reasonable
attempts by the Indemnifying  Party to complete them, the Indemnifying Party may
terminate this Agreement.


<PAGE>



10.4 LIMITATION OF LIABILILTY.  EXCEPT FOR A PARTY'S BREACH OF THE PROVISIONS OF
SECTION 6.0  (CONFIDENTIAL  INFORMATION)  OR FOR CLAIMS FOR WHICH A PARTY HAS AN
OBLIGATION OF INDEMNITY  UNDER THIS  AGREEMENT,  NEITHER PARTY WILL BE LIABLE TO
THE OTHER FOR ANY  CONSEQUENTIAL,  INCIDENTAL,  PUNITIVE OR INDIRECT DAMAGES FOR
ANY CAUSE OF ACTION,  WHETHER IN  CONTRACT,  TORT OR  OTHERWISE.  CONSEQUENTIAL,
INCIDENTAL,  AND INDIRECT DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS,
LOST REVENUE,  AND LOSS OF BUSINESS  OPPORTUNITY,  WHETHER OR NOT THE APPLICABLE
PARTY  WAS  AWARE OF OR  SHOULD  HAVE  BEEN  AWARE OF THE  POSSIBILITY  OF THESE
DAMAGES.

11.  SECURITY

Each party will  maintain the security and  integrity of its service,  including
implementing  procedures to prevent third parties from transmitting  unsolicited
data or messages to Users. Each party will immediately notify the other party if
it knows or has reason to know that any  unsolicited  data or messages are being
sent to Users, or if an unusual or abnormal flow,  number, or type of message is
being sent to Users. If a User is being sent  unsolicited  data or messages,  or
one party notifies the other party that Users may be being sent unsolicited data
or  messages,  each  party  will  use its best  efforts  to  prevent  continuing
transmission of unsolicited data or messages to Users. As necessary,  Sprint PCS
will  provide a  connection  to its gateway via a 128-bit  secure  socket  level
connection.  As necessary,  Service Provider will provide a secure connection to
the  Internet  to allow  access to Service  Provider  Services by Sprint PCS and
Users.

12.  TESTING AND SERVICE RELIABILITY

12.1 Acceptance Testing.  Upon receipt of the initial feature set of the Service
Provider  Services  prior to launch of the  Service  Provider  Services,  or any
subsequent  Enhancements to the Service Provider  Services (for purposes of this
Section,  each a  "Deliverable"),  both  parties will test the  Deliverable  for
compliance with the  specifications  of the detailed design document provided to
Sprint PCS by Service  Provider in  accordance  with the Sprint PCS Wireless Web
Launch Checklist ("Acceptance  Testing").  If a dispute arises regarding testing
criteria,  Sprint  PCS will  make the  final  determination.  Acceptance  of any
Deliverable  will occur upon the earlier of either:  (i) the delivering  party's
receipt of a notice from the accepting  party that the  Deliverable  has met the
acceptance  criteria;  or (ii) 60 days, or other mutually agreeable time period,
after  the date of  delivery  unless  written  notice of  non-acceptance,  which
includes  specific  reasons for  non-acceptance  and  specific  items which must
conform to gain  acceptance,  is provided  to the  delivering  party  within the
60-day period. The party with the primary responsibility for the Deliverable (or
the parties together,  if jointly responsible) will use commercially  reasonable
efforts to correct any  non-conformance  in a timely  manner.  The parties  will
provide  each other with  commercially  reasonable  assistance  as  necessary to
correct  any  non-conformance,   including,   without  limitation,   information
necessary to allow the correcting party to recreate the error or  non-conformity
identified.  The parties will work together in good faith to complete Acceptance
Testing in accordance with any applicable development schedule.  Upon successful
completion  of  Acceptance  Testing the parties will deliver  written  notice of
final acceptance to each other.

12.2 Service Reliability.  The parties will make commercially reasonable efforts
to ensure that their respective services are free from material defects, and are
available  24 hours a day, 7 days a week to Users.  Service  Provider and Sprint
PCS  agree  to  maintain  their  respective  services  in  accordance  with  the
applicable standards as follows:

A.   Trouble Severity Codes for Unplanned Events. Sprint PCS will assign trouble
     severities  based on Sprint  PCS'  assessment  of  trouble  at the point of
     trouble  identification  and will  adjust  based on event  activities.  The
     following  trouble severity table will be reviewed  quarterly by Sprint PCS
     and Service Provider,  and may be modified only by mutual written agreement
     of both parties.

<PAGE>


<TABLE>
<CAPTION>
  -------- ------------------------------------------------------------------ -------------
  Trouble                                                Description            Restoral
  Severity                                                                    Expectations
    Code
  -------- ------------------------------------------------------------------ -------------
  -------- ------------------------------------------------------------------ -------------
<S>        <C>                                                                <C>
  Sev1     "Sev 1 Error" means a catastrophic error in the application which    1.5 hours
           causes a complete  (100%) loss of service for any subset of Users
           and for which a workaround  has not been made available and which
           causes:  (i)  an  important  component  of the  Service  Provider
           Services to be unusable,  a system or product  malfunction due to
           deficiency  or  non-usability,  and has  frequent  or major  User
           impact or there is a frequent failure of an important service; or
           (ii)  data  loss  or  corruption.   Example:  10/8  outage--Users
           receiving "bad http status" errors when  attempting to connect to
           the Service Provider's site.
  -------- ------------------------------------------------------------------ -------------
  -------- ------------------------------------------------------------------ -------------
  Sev2     "Sev 2 Error" means a  non-catastrophic  error in the application    4.0 hours
           that causes greater than 50% degradation of performance and that:
           (i) constitutes a major failure for an important  product feature
           which  causes  significant  inconvenience  to  Users,  system  or
           product  malfunction due to deficiency or non-usability;  or (ii)
           produces results materially different from those described in the
           documentation  for a major product feature,  but which such error
           does not  rise to the  level  of a Sev 1  Error.  Example:  Users
           receiving  "compile error" message when attempting to read a news
           item.

  -------- ------------------------------------------------------------------ -------------
  -------- ------------------------------------------------------------------ -------------
  Sev3     "Sev3 Error" means a  non-catastrophic  error in the  application    4.0 hours
           that:  (i) has an impact on  operational  8.0  hours  support  or
           administrative  tools / availability to service or provision node
           but not  considered  to impact call  processing;  and (ii) causes
           less than 50% degradation of performance
  -------- ------------------------------------------------------------------ -------------
  -------- ------------------------------------------------------------------ -------------
  Sev4     "Sev4  Error"  means an error in the  application  that:  (i) has    TBD
           minimal current impact on the User; and (ii) causes a malfunction    (Joint Agreement)
           of a non-essential product feature.
   -------- ------------------------------------------------------------------ -------------
</TABLE>


B.   Points of Contact and Escalations

If either party  experiences  technical  problems  receiving or transmitting the
other party's service, or receive questions or complaints from Users, that party
may contact the other party's  technical  service.  I. Escalations will occur if
restoral expectations are not met.

II.  Service Provider will provide for 24x7x365 support availability.
III. Service Provider will provide continual support through event resolution on
     Sev1 Errors.
IV.  Service  Provider  and  Sprint  PCS IT will  exchange  ticket  numbers  for
     tracking  an event at the  initial  report of  trouble  by Sprint PCS IT to
     Service Provider.
V.   Sprint PCS and Service  Provider  will  exchange  escalation  contacts  and
     number as follows:


<PAGE>


<TABLE>
<CAPTION>
Service Provider Contact Information (Accessible 24 hours a day / 7 days a week)
----------- --------------- ------------- ------------- -------------- -----------------------
            Contact Name &  Phone         Mobile        Pager          Email
            Title
----------- --------------- ------------- ------------- -------------- -----------------------
----------- --------------- ------------- ------------- -------------- -----------------------
<S>         <C>             <C>           <C>           <C>            <C>
1st         Stephen Mullen  941-365-9955  941-704-4344                 smujllen@teamrdc.com
Point of    Systems Manager ext 310
Contact

----------- --------------- ------------- ------------- -------------- -----------------------
----------- --------------- ------------- ------------- -------------- -----------------------
1st         Anna Lewis      941-365-9955  941-266-6350                 alewis@teamrdc.com
Escalation  Program Manager ext 321

----------- --------------- ------------- ------------- -------------- -----------------------
----------- --------------- ------------- ------------- -------------- -----------------------
2nd         David Rippetoe  941-365-9955  941-284-1177                 drippetoe@tramrdc.com
Escalation  Bus Dev Mgr     ext 308

----------- --------------- ------------- ------------- -------------- -----------------------
</TABLE>


<TABLE>
<CAPTION>
Sprint PCS Contact Information      (Accessible 24 hours a day / 7 days a week)
--------------- ----------------- ---------------- -------------- ------------- -------------------
                Contact Name &    Phone            Mobile         Pager         Email
                Title
--------------- ----------------- ---------------- -------------- ------------- -------------------
--------------- ----------------- ---------------- -------------- ------------- -------------------
<S>             <C>               <C>              <C>            <C>           <C>
1st             Application       (913) 307-7727
Point of        Administration
Contact         Help Desk

--------------- ----------------- ---------------- -------------- ------------- -------------------
--------------- ----------------- ---------------- -------------- ------------- -------------------
1st Escalation  Primary DSO                        816-674-9728
                Wireless Web App
                Admin on Call
--------------- ----------------- ---------------- -------------- ------------- -------------------
--------------- ----------------- ---------------- -------------- ------------- -------------------
2nd Escalation  Secondary DSO                      916-674-8126
                Wireless Web App
                Admin on Call
--------------- ----------------- ---------------- -------------- ------------- -------------------
--------------- ----------------- ---------------- -------------- ------------- -------------------
3rd Escalation  Team Lead, DSO                     816-213-9675
                Wireless Web App
                Admin
--------------- ----------------- ---------------- -------------- ------------- -------------------
</TABLE>


<PAGE>


12.3 Service  Provider  Provided  3rd  Party  Handoff.   Service  Provider  will
     interface with 3rd party hardware and software  vendors  selected by it and
     included as part of the Service Provider Services. During unplanned events,
     Service  Provider  will  interact  with these 3rd party vendors for service
     restoral activities,  and Sprint PCS will only be required to interact with
     Service Provider.

12.4 Operational  Reviews  between  Sprint PCS  Technical  Services  and Service
     Provider. Operational Reviews will be conducted as needed.

12.5 Network /Application Availability.

     (a) Sprint PCS has a corporate initiative to meet or exceed 99.9% element /
     node /application availability.
     (b)  Service  Provider  agrees to use  commercially  reasonable  efforts to
     maintain the Service Provider Services at a minimum 99.9%  availability per
     month.

12.6 Planned Outages.

     (a) Sprint PCS Technical Services  Coordination - The standard  maintenance
     window  is 2300 - 0500  CST.  Any  activities  beyond  regularly  scheduled
     maintenance  window are considered  unplanned outages and will be addressed
     per the above table.
     (b)  Regular  -Regular   maintenance  is  defined  as  routine,   scheduled
     maintenance.  Sprint PCS  requires  72-hour  notification  and  approval of
     activities prior to maintenance.
     (c) Demand - Demand  maintenance  is defined as  maintenance  that can wait
     until the regularly  scheduled  maintenance  window,  but will be given top
     priority during that window.
     (d) Emergency - Emergency  maintenance is defined as maintenance  that must
     be performed immediately, regardless of time of day / busy hour.

12.7 Additional requirements.

     Service  Provider will coordinate  with Sprint PCS for the  installation of
     new  versions,  releases,  and fixes to the  operating  system  and  system
     software,  as well as the  installation  of any new  hardware.  At least 72
     hours  notice of these  changes must be given to Sprint PCS, and Sprint PCS
     will  likewise  provide  72  notice  of  a  Phone.com   environment  change
     (hardware, software version, etc.) to Service Provider.

SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION                         Page 6


13.  RECORD KEEPING AND AUDITS

Each party will maintain all records  pertaining to its service and all payments
to the  other  party for a period of at least 1 year  after the  termination  or
expiration of this Agreement.  Each party (as applicable,  the "Auditing Party")
has the right to direct its  internal  or external  auditors to audit,  copy and
inspect the other party's (the  "Audited  Party")  records at  reasonable  times
during the  Initial  Term of this  Agreement  (and  during any  Renewal  Term if
applicable)  and for the 1-year period  thereafter to verify the  correctness of
amounts paid under this  Agreement.  The Auditing Party will provide the Audited
Party with at least 5 business days' prior notice of an audit. The Audited Party
will make the information  reasonably required to conduct the audit available on
a timely  basis and assist  the  Auditing  Party and its  internal  or  external
auditors as reasonably necessary.  The Audited Party will not be responsible for
the Auditing Party's expenses incurred for an audit,  unless the audit discloses
an underpayment in excess of 5% during the period covered by the audit, in which
case the Audited  Party will pay for the entire  cost of the audit.  The Audited
Party  will  within  10 days  after  discovery  of an  underpayment,  pay to the


<PAGE>


Auditing Party the amount  disclosed by the audit together with simple interest,
at 1% per month,  for the period of time between the date on which  underpayment
occurred and the date on which the Auditing Party was paid. If the audit reveals
an overpayment by the Audited Party in excess of 5% during the period covered by
the audit, the Audited Party will be entitled to credit the overpayment  against
further  payments due to the Auditing Party, and if no further payments are due,
the Auditing  Party will within 10 days after the discovery of the  overpayment,
pay to the Audited Party the amount  disclosed by the audit together with simple
interest,  at 1% per  month,  for the period of time  between  the date on which
overpayment occurred and the date on which the Audited Party was paid.

14.  DISPUTE RESOLUTION

14.1  WAIVER OF JURY TRIAL.  EACH PARTY  WAIVES ITS RIGHT TO A JURY TRIAL IN ANY
COURT  ACTION  ARISING  AMONG THE  PARTIES,  WHETHER  UNDER  THIS  AGREEMENT  OR
OTHERWISE  RELATED TO THIS AGREEMENT,  AND WHETHER MADE BY CLAIM,  COUNTERCLAIM,
THIRD PARTY CLAIM OR  OTHERWISE.  THE AGREEMENT OF EACH PARTY TO WAIVE ITS RIGHT
TO A JURY TRIAL WILL BE BINDING ON ITS SUCCESSORS AND ASSIGNS.

14.2 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
ARE GOVERNED BY THE LAWS OF THE STATE OF KANSAS,  WITHOUT RAGARD TO ANY CONFLICT
OF LAWS  PRINCIPLES.  THIS  AGREEMENT WILL NOT BE GOVERNED OR INTERPRETED IN ANY
WAY  BY  REFERRING  TO  ANY  LAW  BASED  ON THE  UNIFORM  COMPUNTER  INFORMATION
TRANSACATIONS ACTS (UCITA), EVEN IF THAT LAW IS ADOPTED IN KANSAS.

14.3 Forum Selection;  Attorney's  Fees. Any court proceeding  brought by either
party must be brought,  as  appropriate,  in Kansas  District  Court  located in
Johnson County Kansas,  or in the United States  District Court for the district
of Kansas in Kansas City, Kansas. Each party agrees to personal  jurisdiction in
either court.  The  prevailing  party in any formal  dispute will be entitled to
reasonable  attorney's  fees and costs  (including  reasonable  expert  fees and
costs),  unless the prevailing  party rejected a written  settlement  offer that
exceeds  the  prevailing  party's  recovery.   The  parties  agree  to  continue
performance  during the  pendency  of any  dispute,  unless  this  Agreement  is
terminated under Section 5.3.

15.  GENERAL

15.1 Notices.  Unless  otherwise  agreed,  notices provided under this Agreement
must be in writing and delivered by certified mail (return  receipt  requested),
hand delivery,  or by a reputable  overnight carrier service.  Notices to Sprint
PCS must be sent to the following addresses:  (i) Wireless Data Services,  Attn:
Assistant Vice President,  1500 Meadow Lake Parkway,  Kansas City, MO 64114; and
(ii) Sprint Law  Department,  Attn:  General  Attorney - Procurement,  8140 Ward
Parkway,  Kansas City, MO 64114. Notices to Service Provider must be sent to the
address shown in the  signature  block of this  Agreement for Service  Provider.
Notices will be deemed given on the day the notice is received.

15.2 Assignment.  Sprint PCS may assign any of its rights or obligations or this
Agreement to any Sprint PCS Affiliate  without the consent of Service  Provider.
Otherwise,  neither  party may assign any of its rights or  obligations  or this
Agreement without the prior written consent of the other party.

15.3  Waiver;  Severability;  Remedies.  The  waiver  of a breach of any term or
condition of this  Agreement  will not constitute the waiver of any other breach
of the same or any other term.  To be  enforceable,  a waiver must be in writing
signed  by a  duly  authorized  representative  of  the  waiving  party.  If any
provision  of  this  Agreement  is  held  to  be  unenforceable,  the  remaining
provisions  will remain in effect and the parties will negotiate in good faith a


<PAGE>


substantively  comparable  enforceable  provision  to replace the  unenforceable
provision.  All rights  and  remedies  of the  parties,  in law or  equity,  are
cumulative and may be exercised concurrently or separately.  The exercise of one
remedy  will  not be an  election  of that  remedy  to the  exclusion  of  other
remedies.

15.4  Independent  Contractor;  Non-Exclusive  Relationship;  Survival.  Service
Provider and Service  Provider  personnel are  independent  contractors  for all
purposes  and  at all  times.  This  Agreement  does  not  create  an  exclusive
relationship between the parties except to the extent specifically  provided for
in this Agreement.  Nothing in this Agreement will be deemed to be a restriction
on either  party's  ability  to freely  compete  or to enter  into  "partnering"
relationships with other entities. Numbered provisions 4.2, 6., 7., 8., 9., 10.,
13., 14., and 15.4 will survive the termination or expiration of this Agreement,
in  addition  to any other  provisions  that by their  content  are  intended to
survive the performance, termination, or expiration of this Agreement.

15.5 Miscellaneous.  This Agreement's benefits do not extend to any third party,
including  Sprint  PCS  customers  or  Users,  unless  expressly  stated in this
Agreement.  The headings in this Agreement are for convenience only and will not
affect the meaning or interpretation of this Agreement.  This Agreement will not
be construed  against either party due to authorship.  This Agreement,  together
with any exhibits,  sets forth the entire understanding of the parties as to the
subject  matter  of  this   Agreement  and  supersedes  all  prior   agreements,
discussions,  and  correspondence  pertaining  to the  subject  matter  of  this
Agreement.  Any  provision  contained on a party's web site,  preprinted  on any
order,  invoice,  statement,  or other  document  issued  by  either  party,  or
contained in any  "shrinkwrap"  or  "clickwrap"  agreement will have no force or
effect  if that  provision  conflicts  with the  terms of this  Agreement.  This
Agreement  may not be amended  or  modified  except in writing  signed by a duly
authorized  representative  of each party. If there is an inconsistency  between
the terms of this  Agreement  and those of any other oral or  written  agreement
between the parties, the provisions of this Agreement will control.




SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION                         Page 7