EXHIBIT 4.6

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE LAW OR REGULATION OF ANY STATE AND IS NOT TRANSFERABLE
EXCEPT UPON THE CONDITIONS SPECIFIED IN SECTION 6(A) OF THIS WARRANT.

UBIQUITEL INC.  WARRANT

Issue Date:    February 26, 2003
Void After:    December 31, 2008

This Warrant has been issued pursuant to the Purchase Agreement dated as of February 14, 2003 (the "Purchase Agreement") among UbiquiTel Inc. (the "Company"),
UbiquiTel Operating Company, and the Purchasers listed therein, and this Warrant and the shares of Common Stock issuable upon exercise hereof (the "Warrant Shares") shall be subject to, and entitled
to the benefits of, the Purchase Agreement.

THIS
CERTIFIES that, for value received,                        (the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to subscribe for and purchase
from the Company, at the Exercise Price per share determined as provided herein, up to                        fully paid and
nonassessable shares of the Company's Common Stock, par value $0.0005 per share
(the "Common Stock").

1.Definitions.

Terms
used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement. As used herein the following terms, unless the context otherwise
requires, shall have for all purposes hereof the following meanings:



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2.Exercise Period.The purchase rights represented by this Warrant are exercisable by the Holder, in whole or
in part, at any time from time to time during the exercise period, which shall commence on February 26, 2003 (the "Issue Date") and shall end at 5:00 p.m. Eastern Standard time on
December 31, 2008 (the "Exercise Period"); provided, however, in the event this Warrant on the Issue Date is subject to the approval of the Company's stockholders by reason of any federal or
state law or regulation or the rules of any stock exchange or automated quotation system on which the Common Stock is then listed or quoted, the Exercise Period shall be automatically deferred unless
and until such stockholder approval is obtained and upon obtaining such stockholder approval, the Exercise Period shall automatically commence on the date of such approval (it being understood and
agreed that the Company shall forthwith give written notice to the Holder of any such commencement in accordance with Section 10 hereof). Assuming stockholder approval as described in the
proviso to the preceding sentence is obtained, if the purchase rights represented by this Warrant have not been exercised by the Holder in full as of December 31, 2008, this Warrant shall be
deemed exercised in full as of such date pursuant to a Cashless Exercise (as defined below), except that delivery of this Warrant shall not be required, and this Warrant shall be deemed canceled upon
such a deemed exercise.

3.Exercise Price.The price per share at which this Warrant may be exercised (the "Exercise Price") shall
initially be $0.01.

4.Exercise of Warrant.During the Exercise Period, this Warrant may be exercised, in whole or in part and from
time to time, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed at the principal office of the Company (or such other office or agency of the Company as it may
designate) and upon payment of the Exercise Price of the shares thereby purchased (the aggregate of the Exercise Price for all shares to be exercised being referred to herein as the "Purchase Price").
Payment of the Purchase Price may be made (i) by check or bank draft payable to the order of the Company, (ii) by wire transfer to the account of the Company, or (iii) by delivery
of this Warrant with instructions that the Company retain as payment of the Purchase Price the number of Warrant Shares remaining after distributing to the Holder the number of shares determined by
the formula in the next sentence (a "Cashless Exercise"). In the event of a Cashless Exercise, the Holder shall receive the number of Warrant Shares determined by multiplying the number of Warrant
Shares for which the Cashless Exercise is made by a fraction, the numerator of which shall be the difference between the then Current Market Price per Warrant Share and the Exercise Price, and the
denominator of which shall be the then Current Market Price per share of Common Stock. The remaining Warrant Shares for which the Cashless Exercise has been made shall be deemed to have been paid by
the Holder as the Exercise Price. Upon exercise, the Holder shall be entitled to receive, promptly after payment in full, one or more certificates, issued in the Holder's name or in such name or names
as the Holder may direct, subject to the limitations on transfer contained herein, for the number of shares of Common Stock so purchased. The shares so purchased shall be deemed to be issued as of the
close of business on the date on which this Warrant shall have been exercised.

5.Antidilution Adjustments.



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In
case at any time



then,
in any one or more of such cases, the Company shall give written notice to the Holder, not less than twenty (20) days before any record date or other date set for definitive action, of
the date on which such action, distribution, reorganization, reclassification, change, sale, transfer, lease, consolidation, merger, dissolution, liquidation or winding-up shall take
place, as the case may be. Such notice shall also set forth such facts as shall indicate the effect of any such action (to the extent such effect may be known at the date of such notice) on the
current Exercise Price and the kind and

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amount of the shares and other securities and property deliverable upon exercise of the Warrant. Such notice shall also specify any date as of which the holders of the Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property deliverable upon any such reorganization, reclassification, change, sale, transfer, lease, consolidation, merger, dissolution,
liquidation or winding-up, as the case may be.

6.Transfer.



7.Further Covenants of the Company.



8.Loss, Theft, Destruction or Mutilation of Warrant.Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new warrant of like
tenor and dated as of the date of such cancellation in lieu of this Warrant.

9.Rights; Remedies.The Holder shall not be entitled to any of the rights or benefits under this Warrant until
commencement of the Exercise Period. The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance
with any of the terms of this Warrant are not adequate and may be enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.

10.Miscellaneous.All notices, certificates and other communications from or at the request of the Company to
the Holder shall be mailed by overnight, first class, registered or certified mail, postage prepaid, to such address as may have been furnished to the Company in writing by the Holder. This Agreement
and any of the terms hereof may be changed, waived, discharged or terminated subject to and in accordance with, Section 10 of the Purchase Agreement. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of Delaware. The headings in this Agreement are for reference only and shall not limit or otherwise affect any of the terms hereof.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in its corporate name by its duly authorized officer and to be
dated as of the issue date set forth on the first page of this Warrant.

|          |  | UBIQUITEL INC.
|--------- |  | --------------
|          |  | By:           
|          |  |               
|Attest:   |  |               
|Secretary |  |               

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NOTICE OF EXERCISE OF WARRANT

TO:
UBIQUITEL INC.

(            )
Pursuant to the terms of the attached Warrant, the undersigned hereby elects to purchase                        shares of Common
Stock of UbiquiTel Inc. (the
"Company"), and tenders herewith payment of the Exercise Price of such shares in full.

(            )
Pursuant to the terms of the attached Warrant, the undersigned hereby elects to make a Cashless Exercise as provided for in Section 4 of such Warrant with
respect to                        Warrant Shares.

(Check
and complete the appropriate paragraph)

Please
issue a certificate or certificates representing said shares of Common Stock, in the name of the undersigned or in such other name(s) as is/are specified immediately below or, if
necessary, on an attachment hereto:

|Name  |  | Address
|----- |  | -------
|      |  |        
|DATE: |  | HOLDER:

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