EXHIBIT 10.34

UBIQUITEL INC.  UBIQUITEL OPERATING COMPANY  One West Elm Street, Suite 400  Conshohocken, PA 19428

February 14,
2003

|Bruce E. Toll
BRU Holding Co., LLC
3103 Philmont Avenue
Huntingdon Valley, PA 19006 |  | Peter Lucas
CBT Wireless Investments, L.L.C.
1733 H Street, #330-141
Blaine, WA 98230
|----------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------

Joseph
N. Walter
516 36th Avenue East
Seattle, WA 98112

Gentlemen:

Reference
is made to the Note Purchase Agreement among UbiquiTel Operating Company ("Company"), UbiquiTel Inc.
("Parent") and BRU Holding Co., LLC, CBT Wireless Investments, L.L.C., Joseph N. Walter and the other Purchasers set forth therein, dated
February 14, 2003 ("Note Purchase Agreement"), relating to the Company's Series B Notes and Warrants to purchase shares of Parent's common
stock. Capitalized terms used herein and not otherwise defined shall have the meanings attributed to them in the Note Purchase Agreement.

Because
each of you is a director of Parent, the Warrants issued to you provide that they shall not be exercisable unless and until approved by the stockholders of Parent. As you know,
we intend to seek such approval at the next annual meeting of stockholders, and to do whatever is permissible and feasible to ensure that approval is obtained.

If
the stockholders do not approve the Warrants issued to you at the next annual meeting of stockholders or at any subsequent meeting of stockholders of Parent on or before
September 30, 2003, Parent and the Company agree that (i) the Warrants held by you or your Affiliates will be cancelled and new Warrants to purchase a like number of Shares at an
exercise price of $0.29 per share will be issued to you or your Affiliates as of September 30, 2003; and (ii) the interest rate of 14% per annum under the Series B Notes held by
you or your Affiliates shall be increased to 15% ("New Interest Rate"), commencing on September 30, 2003, and the Company shall cancel the outstanding Series B Notes held by you or your
Affiliates and issue new Series B Notes reflecting the New Interest Rate on such date and shall amend the Accreted Value Schedule to reflect the change to the New Interest Rate effective
September 30, 2003.

This
letter supplements the Note Purchase Agreement and the Series B Notes and the Warrants held by you or your Affiliates, and shall not apply to any other Purchaser. A copy of
this letter is being provided to each Purchaser. This letter may be agreed to and accepted in separate counterparts, none

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of which need contain the signatures of all parties, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

|UBIQUITEL INC.
UBIQUITEL OPERATING COMPANY                                 | 
|-------------------------------------------------------------------------- | 
|Donald A. Harris
Chairman, Chief Executive Officer and President           | 
|AGREED TO AND ACCEPTED                                                     | 
|As of February 14, 2003:                                                   | 
|                                                                           | 
|Name: Bruce E. Toll
Title: Member, BRU Holding Co., LLC                    | 
|As of February 14, 2003:                                                   | 
|                                                                           | 
|Name: Peter Lucas
Title: General Manager, CBT Wireless Investments, L.L.C. | 
|As of February 14, 2003:                                                   | 
|                                                                           | 
|Joseph N. Walter                                                           | 

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