EXHIBIT 10.32

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 26, 2003, by and among
UbiquiTel Inc., a Delaware corporation (the "Company"), and the individuals and entities listed on the signature page(s) hereto as Warrant
Holders (the "Warrant Holders").

RECITALS

A.    The Company and the Warrant Holders are parties to that certain Note Purchase Agreement among the Company and the Warrant Holders of even date
herewith ("Note Purchase Agreement") pursuant to which the Warrant Holders acquired warrants to purchase shares of the Company's Common Stock; and

B.    The
Company and Warrant Holders desire to provide for the rights of the Warrant Holders to register the shares issued upon the exercise of the Warrants.

NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

1.Registration Rights.The Company covenants and agrees as follows:



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Notwithstanding
the foregoing, in the event the managing underwriter advises the Company in writing that the inclusion of Registrable Securities proposed to be included by the Holders in
such registration may adversely affect the offering and sale (including price) of all securities to be included in such registration, the number of shares of Registrable Securities proposed to be
included by the Holders may be cut back disproportionately relative to the Common Stock and other securities to be included in such offering, and pro rata based upon the number of Registrable
Securities owned by each such affected Holder.

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In
order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of Holders (and the shares or
securities of every other person subject to the foregoing restriction) until the end of such period.

Notwithstanding
the foregoing, the obligations described in thisSection 1.11shall not apply to a registration relating solely to
employee benefit plans on Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a SEC Rule 145 transaction on
Form S-4 or similar forms which may be promulgated in the future.



2.Covenants of the Company.



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3.Miscellaneous.



[Signature
page(s) follow.]

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

| |  | UBIQUITEL INC.                                                              
| |  | ----------------------------------------------------------------------------
| |  | By:                                                                         
| |  |                                                                             
| |  | WARRANT HOLDERS:                                                            
| |  | BRU HOLDING CO., LLC                                                        
| |  | By:                                                                         
| |  |                                                                             
| |  | Address:  3103 Philmont Avenue
                  Huntingdon Valley, PA 19006
| |  | CBT WIRELESS INVESTMENTS, L.L.C.                                            
| |  | By:                                                                         
| |  |                                                                             
| |  | Address:  1733 H Street, #330-141
                  Blaine, WA 98230        
| |  | By:                                                                         
| |  |                                                                             
| |  | Address:  516 36th Avenue East
                  Seattle, WA 98112          

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| |  | BALLYSHANNON PARTNERS, L.P.                                                       
| |  | ----------------------------------------------------------------------------------
| |  | By:                                                                               
| |  |                                                                                   
| |  | Address:  325 Bryn Mawr Avenue
                  Bryn Mawr, PA 19010              
| |  | TRELLUS PARTNERS, L.P.                                                            
| |  | By:                                                                               
| |  |                                                                                   
| |  | Address:  350 Madison Avenue, 9th Floor
                  New York, NY 10017      
| |  | PORTER PARTNERS, L.P.                                                             
| |  | By:                                                                               
| |  |                                                                                   
| |  | Address:  300 Drakes Landing Road, Suite 175
                  Greenbrae, CA 94904
| |  | TALKOT CROSSOVER FUND, L.P.                                                       
| |  | By:                                                                               
| |  |                                                                                   
| |  | Address:  2400 Bridgeway, Suite 200
                  Sausalito, CA 94965         

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| |  | EXPRESS MARINE, INC.                                                               
| |  | -----------------------------------------------------------------------------------
| |  | By:                                                                                
| |  |                                                                                    
| |  | Address:  1150 First Avenue, Suite 600A
                  King of Prussia, PA 19406
| |  | 305 INVESTMENTS, L.P.                                                              
| |  | By:                                                                                
| |  |                                                                                    
| |  | Address:  1150 First Avenue, Suite 600A
                  King of Prussia, PA 19406
| |  | By:                                                                                
| |  |                                                                                    
| |  | Address:  1150 First Avenue, Suite 600A
                  King of Prussia, PA 19406
| |  | RUSSELL INVESTMENTS                                                                
| |  | By:                                                                                
| |  |                                                                                    
| |  | Address:  1021 Troublesome Creek Lane
                  Greensboro, GA 30642       

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| |  | BALLYSHANNON FAMILY PARTNERSHIP, L.P.                               
| |  | --------------------------------------------------------------------
| |  | By:                                                                 
| |  |                                                                     
| |  | Address:  325 Bryn Mawr Avenue
                  Bryn Mawr, PA 19010

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