EXHIBIT 10.38

UBIQUITEL OPERATING COMPANY

Dealer Manager Agreement

New
York, New York
January 23, 2003

Banc
of America Securities LLC, as Dealer Manager
100 North Tryon Street, Seventh Floor
Charlotte, NC 28255

Ladies
and Gentlemen:

UbiquiTel
Operating Company, a Delaware corporation (the"Company"), plans to make offers to exchange (the "Exchange Offer") 14% Senior Unsecured Discount Notes due
2010 (the"New Notes") for its outstanding 14%
Senior Subordinated Discount Notes due 2010 (the"Old Notes") with certain cash payments on the terms and conditions set forth in the Offering
Memorandum and the related Letter of Transmittal (as defined below). The New Notes will be guaranteed by UbiquiTel Inc. (the"Parent") and all of
the Company's existing and future domestic subsidiaries, that are Restricted Subsidiaries, as defined in the New Indenture (as defined below) which does not include UbiquiTel Leasing Company
(collectively, the"Guarantor"). Capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Offering
Memorandum.

The
Old Notes were issued pursuant to an indenture, dated as of April 11, 2000 (the"Old Indenture"), among the Company (as
issuer), the Guarantor (as guarantor) and American Stock Transfer & Trust Company (as trustee).

The
New Notes are to be issued under an indenture (the"New Indenture") among the Company (as issuer), the Guarantor (as guarantor) and
American Stock Transfer & Trust Company (the"New Trustee") (as trustee) without registration under the Securities Act of 1933, as amended (the "Securities
Act"), and the rules and regulations of the Securities and Exchange Commission (the "Commission") promulgated thereunder in reliance upon exemptions from the registration
requirements thereunder. The New Notes will be fully and
unconditionally guaranteed by the Guarantor pursuant to the terms of the New Indenture (the"Guarantees"). The New Notes will have the benefit of a
registration rights agreement (the"Registration Rights Agreement") among the Company, the Guarantor and the Dealer Manager, pursuant to which the
Company will agree to register another series of debt securities of the Company with substantially identical terms as the New Notes (the"Exchange
Notes") with the Commission under the Securities Act subject to the terms and conditions therein specified, and to offer to exchange the Exchange Notes for the New Notes (the "Registered Exchange
Offer").

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In
connection with the Exchange Offer, the Company has prepared a Letter of Inquiry dated January 2, 2003 (the"Letter of Inquiry")
and an offering memorandum dated January 23, 2003 (including any and all exhibits thereto and any information incorporated by reference therein as of the Commencement Date, and as amended or
supplemented up to the Closing Date, the"Offering Memorandum") and the related Letter of Transmittal (the"Letter of
Transmittal," and together with the Offering Memorandum, the "Offering Documents"). The Letter of Inquiry and the Offering Documents were prepared by the Company and set forth
certain information concerning the Company, the Old Notes and the New Notes. The Company hereby confirms that it has authorized the use of the Letter of Inquiry and the Offering Documents and any
amendments or supplements thereto in connection with the Exchange Offer. Unless stated to the contrary, references herein to the Offering Documents are to the Offering Documents up to and including
the Closing Date, and are not meant to include any information incorporated by reference therein subsequent to the Closing Date, and any references herein to the terms "amend", "amendment" or
"supplement" with respect to any of the Offering Documents shall be deemed to refer to and include any information filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the execution of this Agreement that is incorporated by reference therein.

1.Engagement.The Company hereby engages Banc of America Securities LLC as the exclusive dealer manager (the "Dealer Manager"), authorizes the Dealer Manager to act as such in connection with the Exchange Offer and agrees that the Dealer Manager shall act as an
independent contractor with duties solely to the Company. The Dealer Manager agrees, in accordance with its customary practice, to perform those services in connection with the Exchange Offer as are
customarily performed by investment banking concerns in connection with exchange offers and consent solicitations of like nature, including but not limited to soliciting the holders of the Old Notes
sought to be exchanged by the Company pursuant to the Exchange Offer.

The
Company acknowledges that the Dealer Manager is a securities firm that is engaged in securities trading and brokerage activities as well as in providing investment banking and
financial advisory services. In the ordinary course of trading and brokerage activities, the Dealer Manager and its affiliates may at any time hold long or short positions, and may trade or otherwise
effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company and its affiliates or other entities that may be involved in the transactions
contemplated hereby.

2.Solicitation Material; Withdrawal; Termination.The Company agrees to furnish the Dealer Manager with as
many copies as the Dealer Manager may reasonably request of the Offering Documents, any exhibits thereto, any information incorporated by reference therein, any amendments or supplements thereto and
any other documents or materials whatsoever relating to the Exchange Offer (collectively, as amended or supplemented from time to time, the"Exchange Offer
Material") to be used by the Company in connection with the Exchange Offer. The Company agrees that, within a reasonable time prior to using any Exchange Offer Material, it
will submit copies of such material to the Dealer Manager and its counsel and will not use or publish any such material to which the Dealer Manager or its counsel reasonably objects.

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In
the event that (i) the Company uses or permits the use of any Exchange Offer Material (a) which has not been submitted to the Dealer Manager for its comments or
(b) which has been so submitted and with respect to which the Dealer Manager has made comments, but which comments have not resulted in a response reasonably satisfactory to the Dealer Manager
and its counsel to reflect its comments, (ii) the Company shall have breached, in any material respect, any of its representations, warranties, agreements or covenants herein or
(iii) the Exchange Offer is terminated or withdrawn for any reason, or no reason at all, or any stop order, restraining order, injunction or denial of an application for approval has been
issued and not thereafter stayed or vacated with respect to, or any proceeding, litigation or investigation has developed or been initiated such that it is reasonably likely to have a material adverse
effect on the Company's ability to carry out the Exchange Offer, the exchange of the New Notes for the Old Notes pursuant thereto or the performance of this Agreement, the Registration Rights
Agreement, the New Indenture and the New Notes, then in any such case the Dealer Manager shall be entitled to withdraw as Dealer Manager without any liability or penalty to the Company or any other
Company Indemnified Person (as defined in Section 8 hereof) and without loss of any right to the payment of all expenses payable hereunder. The Company shall be entitled at any time, in its
sole and absolute discretion, to withdraw or terminate the Exchange Offer and this Agreement for any reason whatsoever, or for no reason at all, without any liability or penalty to the Dealer Manager
or any other Dealer Manager Indemnified Person (as defined in Section 8 hereof), provided that the Company upon such withdrawal or termination shall, subject to Section 3(b) below,
promptly reimburse the Dealer Manager for expenses incurred through the date of such withdrawal or termination. If the Dealer Manager withdraws as Dealer Manager pursuant to this Section 2, the
Company, subject to Section 3(b) below, shall promptly reimburse the Dealer Manager for expenses incurred through the date of such withdrawal. The Company shall inform the Dealer Manager
promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, (i) that would require the making of any change in any Exchange Offer Material
then being used, or (ii) that would affect the truth or completeness of any representation or warranty contained in this Agreement if such
representation or warranty were being made immediately after the happening of such event or the discovery of such fact.

3.Compensation and Expenses.



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4.Exchange Agent and Information Agent.The Company will arrange for The Bank of New York to serve as exchange
agent (the"Exchange Agent") in connection with the Exchange Offer and, as such, to advise the Dealer Manager as to such matters relating to the
Exchange Offer as the Dealer Manager may reasonably request. The Company shall provide the Dealer Manager or cause the trustee under the Old Indenture and The Depository Trust Company
("DTC") to provide the Dealer Manager with copies of the records or other lists showing the names and addresses of, and principal amounts of Old Notes
held by, the holders of the Old Notes as of a recent date and shall, from and after such date, advise the Dealer Manager, during the pendency of the Exchange Offer, of any change in the information
previously provided. The Company will arrange for American Stock Transfer & Trust Company to serve as information agent (the"Information Agent")
in connection with the Exchange Offer and, as such, to advise the Dealer Manager as to such matters relating to the Exchange Offer as the Dealer Manager may

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reasonably
request and to furnish the Dealer Manager with any written reports concerning any such information as the Dealer Manager may reasonably request.

5.Representations, Warranties and Certain Agreements.

(A)    Each
of the Company and the Guarantor represents and warrants to the Dealer Manager, and agrees with the Dealer Manager, as follows:



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Any
certificate signed by an officer of the Company or the Guarantor and delivered to the Dealer Manager or to counsel for the Dealer Manager pursuant hereto shall be deemed to be a
representation and warranty by the Company or the Guarantor to the Dealer Manager as to the matters set forth therein.

(B)  The
Dealer Manager represents and warrants to the Company and the Guarantor, and agrees with the Company and the Guarantor, that the Dealer Manager will not solicit
offers for, or offer or sell, New Notes by any form of general solicitation or general advertising (as those terms are used in Rule 502(c) under the Securities Act) or in any manner involving a
public offering within the meaning of Section 4(2) of the Securities Act or by any directed selling efforts (within the meaning of Regulation S under the Securities Act) to any person
who the Dealer Manager does not reasonably believe to be (i) in the case of offers in the United States, a "qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act or an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act), or an "accredited investor" (as defined in
Rule 501(a)(4), (5) and (6) under the Securities Act), and (ii) in the case of offers outside the United States, a person who is not a "U.S. person" as defined in
Rule 902 of Regulation S under the Securities Act.

6.Certain Agreements.(A) The Company agrees with the Dealer Manager as follows:



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(B)    The
Company agrees that it shall not consummate the Exchange Offer unless the following conditions are satisfied or otherwise waived by the Dealer Manager:



7.Covenants.In further consideration of the Dealer Manager's agreements herein contained, the Company
covenants with the Dealer Manager as follows:



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8.Indemnification.The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless
the Dealer Manager and its affiliates and officers, directors, employees, agents and each person, if any, who controls the Dealer Manager within the meaning of the Securities Act and the Exchange Act
(each a "Dealer Manager Indemnified Person") from and against any and all losses,
claims, damages, liabilities and expenses, joint or several, to which any such Dealer Manager Indemnified Person may become subject, arising out of or based upon (A) any untrue statement or
alleged untrue statement of a material fact contained in the Offering Documents or any of the documents incorporated by reference therein or in any amendment or supplement to any of the foregoing, or
the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
(B) any breach by the Company of any representation or warranty or failure to comply with any of the agreements of the Company set forth in the Agreement, (C) any withdrawal,
termination, rescission or modification of, or failure to make or consummate, the Exchange Offer or to exchange any of the New Notes for the Old Notes (other than any claim by any Dealer Manager
Indemnified Person for the fee contemplated by Section 3(a) hereof) or (D) the transactions contemplated by the Agreement or the performance by the Dealer Manager thereunder, or any
claim, litigation, investigation or proceedings relating to the foregoing ( "Dealer Manager Proceedings") regardless of whether any of such Dealer
Manager Indemnified Persons is a party thereto, and to reimburse such Dealer Manager Indemnified Persons for any reasonable legal or other reasonable out-of-pocket expenses in
connection with investigating or defending, settling, compromising or paying for any of the foregoing;provided thatthe foregoing indemnification will
not, as to any Dealer Manager Indemnified Person, apply to losses, claims, damages, liabilities or expenses to the extent, but only to the extent, that they have resulted from (i) the gross
negligence or willful misconduct of such Dealer Manager Indemnified Person or (ii) from an untrue statement of a material fact or omission to state a material fact made in reliance upon and in
conformity with the information furnished in writing by or on behalf of the Dealer Manager expressly for inclusion in the Offering Documents. This indemnity agreement shall be in addition to any
liability which the Company or the Guarantor may otherwise have.

The
Company and the Guarantor shall not be liable for any settlement of any lawsuit, claim or proceeding effected without their written consent (which consent shall not be unreasonably
withheld or delayed), but if settled with such consent, the Company and the Guarantor, jointly and severally, agree, subject to the provisions of this Section 8, to indemnify the Dealer Manager
Indemnified Person from and against any loss, damage or liability by reason of such settlement.

The
Dealer Manager agrees to indemnify and hold harmless each of the Company and the Guarantor and their affiliates and officers, directors, employees, agents and each person, if any,

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who
controls the Company within the meaning of the Securities Act and the Exchange Act (each a"Company Indemnified Person") from and against any and
all losses, claims, damages, liabilities and reasonable expenses, joint or several, to which any such Company Indemnified Person may become subject arising out of or based upon the transactions
contemplated by the Agreement or the performance by the Dealer Manager thereunder, or any claim, litigation, investigation or proceedings relating to the foregoing ("Company
Proceedings") regardless of whether any of such Company Indemnified Persons is a party thereto, and to reimburse such Company Indemnified Persons for any reasonable legal or
other reasonable out-of-pocket expenses as they are incurred in connection with investigating or defending any of the foregoing, but only to the extent such losses, claims,
damages, liabilities or expenses have resulted from (i) the gross negligence or willful misconduct of the Dealer
Manager or (ii) an untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with the information furnished in writing by or on behalf of
the Dealer Manager expressly for the inclusion in the Offering Documents. The Company acknowledges that the information furnished by the Dealer Manager (as described in clause (ii) of the
preceding sentence) refers solely to the identity, address and phone number of the Dealer Manager appearing on the front cover page and the back cover page of the Offering Memorandum. The terms
"Dealer Manager Indemnified Person" and "Company Indemnified Person" are herein collectively referred to as an "Indemnified Person" and the terms "Dealer Manager Proceedings" and "Company Proceedings"
are herein collectively referred to as "Proceedings."

The
Dealer Manager shall not be liable for any settlement of any lawsuit, claim or proceeding effected without its written consent (which consent shall not be unreasonably withheld or
delayed), but if settled with such consent, the Dealer Manager agrees, subject to the provisions of this Section 8, to indemnify the Company Indemnified Person from and against any loss, damage
or liability by reason of such settlement.

Promptly
after receipt by an Indemnified Person of notice of the commencement of any Proceedings, such Indemnified Person will, if a claim in respect thereof is to be made against the
Company, the Guarantor or the Dealer Manager, as the case may be, as indemnifying party (the"Indemnifying Party") for indemnification hereunder,
promptly notify such Indemnifying Party in writing of the commencement thereof;providedthat (i) the omission so to notify the Indemnifying
Party will not relieve any Indemnifying Party from any liability which it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to
notify such Indemnifying Party will not relieve it from any liability which it may have to such Indemnified Person independently of this Section 8. In case any such Proceedings are brought
against any Indemnified Person and it notifies the applicable Indemnifying Party of the commencement thereof, such Indemnifying Party will be entitled to participate therein, and, to the extent that
it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person;provided
thatif the defendants in any such Proceeding include both such Indemnified Person and the Indemnifying Party and counsel to such Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select
separate counsel to assert such legal defenses and to otherwise participate in the defense of such Proceedings on behalf of such Indemnified Person. Upon receipt of written notice from the

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Indemnifying
Party to such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such Indemnified Person of counsel, the Indemnifying Party shall not be
liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (i) such
Indemnified Person shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however,
that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel, representing all the Indemnified Persons who are parties to such Proceedings, such counsel to be
designated in writing by a
majority of the Indemnified Persons who are parties to such Proceedings), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Person to
represent such Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) the Indemnifying Party shall have authorized in writing the employment of
counsel for such Indemnified Person; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i)
or (iii). The Indemnifying Party shall not effect, without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed), any settlement of any
pending or threatened proceeding unless such settlement includes an unconditional release from the party bringing such proceeding of such Indemnified Person and does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

If
for any reason the foregoing indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then each applicable Indemnifying Party shall contribute to
the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits
received by the Indemnifying Party on the one hand and such Indemnified Person on the other hand, but also the relative fault of Indemnifying Party on the one hand, and such Indemnified Person, on the
other hand, as well as any relevant equitable considerations. It is hereby agreed that the relevant benefits to the Company (including its affiliates, officers, directors, employees, agents and
controlling persons) on the one hand and the Dealer Manager (including its affiliates, officers, directors employees, agents and controlling persons) on the other hand shall be deemed to be in the
same proportion as (i) the aggregate principal amount of the New Notes outstanding bears to (ii) the aggregate Fee paid or proposed to be paid to the Dealer Manager pursuant to
Section 3(a) of this Agreement. The relative fault of the Company and the Guarantor (including their respective affiliates, officers, directors, employees, agents and controlling persons) on
the one hand and the Dealer Manager (including its affiliates, officers, directors, employees, agents and controlling persons) on the other hand relating to an untrue or alleged untrue statement of
material fact or the omission or alleged omission to state a material fact shall be determined by reference to, among other things, the extent to which the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact is based upon information supplied by, or on behalf of the Company, the Guarantor and their respective affiliates or the
Dealer Manager and its affiliates, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The
provisions set forth in the immediately preceding paragraph with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this

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Section 8;
provided, however, that no additional notice shall be required with respect to any action for which notice has been given under the immediately preceding paragraph for purposes of
indemnification.

The
Company, the Guarantor and the Dealer Manager agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8.

The
indemnity, reimbursement and contribution obligations of an Indemnifying Party under this Section 8 shall be in addition to any liability which such Indemnifying Party may
otherwise have to an Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of such Indemnifying Party and any such
Indemnified Person. Notwithstanding the foregoing, in no event shall the Dealer Manager be liable under this Section 8 in an amount in excess of the Fee actually received by the Dealer Manager
pursuant to Section 3(a) of this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.

9.Confidentiality.The Dealer Manager shall use all information provided to it by or on behalf of the Company
hereunder solely for the purpose of providing the services which are the subject of this Agreement and the transactions contemplated hereby and shall treat confidentially all such information; provided thatnothing herein shall prevent the Dealer Manager from disclosing any such information (i) pursuant to the order of any court or
administrative or similar proceeding, (ii) upon the request of any governmental agency or regulatory authority having jurisdiction over the Dealer Manager or any of its affiliates,
(iii) to the extent that such information becomes publicly available other than by reason of disclosure by the Dealer Manager or its Representatives (as defined below) in violation of this
Section 9, (iv) to its employees, legal counsel, independent auditors, affiliates and other experts or agents who need to know such information and are informed of the confidential
nature of such information, and agree to maintain the confidentiality of such information (collectively "Representatives"), and (v) in the Offering Documents. The Dealer Manager shall be
responsible for compliance by any such disclosee with this Section 9. With respect to clause (i) or (ii) above, prior to making any such disclosure, the Dealer Manager shall
promptly notify the Company of such order or request and use commercially reasonable efforts to cooperate with the Company, at the Company's expense, in seeking a protective order or taking such
action as the Company may reasonably request consistent with applicable law.

10.Survival.The agreements contained in Sections 3(b), 8 and 9 hereof shall remain operative and in full
force and effect, regardless of (i) any failure to commence, or the withdrawal, termination or consummation of, the Exchange Offer or the termination or assignment of this Agreement,
(ii) any investigation made by or on behalf of the Company or any Indemnified Person and (iii) any withdrawal by the Dealer Manager or the Company pursuant to Section 2 hereof;
provided, that the representations and warranties of the Company and the Guarantor and the Dealer Manager set forth in Section 5 hereof shall survive consummation of the Exchange Offer.

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11.No Liability for Acts of Dealers, Banks and Trust Companies.The Dealer Manager shall have no liability to
the Company, the Guarantor or any other person for any losses, claims, damages, liabilities
and expenses (each a "Loss" and collectively, the "Losses") arising from any act or omission on the part
of any broker or dealer in securities (a "Dealer") or any bank or trust company, or any other person, and neither the Dealer Manager nor any of its
affiliates shall be liable for any Losses arising from its own acts or omissions in performing its obligations as Dealer Manager or as a Dealer hereunder or otherwise in connection with the Exchange
Offer, except for any such Losses (i) arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished
in writing by or on behalf of the Dealer Manager expressly for inclusion in the Offering Documents or (ii) which are finally judicially determined to have resulted from the Dealer Manager's or
any of its affiliates' gross negligence or willful misconduct. In soliciting or obtaining tenders of Old Notes, no Dealer, bank or trust company shall be deemed to be acting as the agent of the
Company or any of its affiliates, and the Dealer Manager shall not be deemed to be the agent of any Dealer, bank or trust company or the agent or fiduciary of the Company or any of its affiliates,
equity holders, creditors or of any other person. In soliciting or obtaining tenders of Old Notes, the Dealer Manager shall not be nor shall the Dealer Manager be deemed, for any purpose, to act as
partners or joint venturers of or members of a syndicate or group with the Company or any of its affiliates in connection with the Exchange Offer or otherwise, and neither the Company nor any of its
affiliates shall be deemed to act as the Dealer Manager's respective agents. The Company shall have sole authority for the acceptance or rejection of any and all tenders of Old Notes.

12.Governing Law Jurisdiction and Judgment Currency.This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts to be performed wholly within the State of New York. Any litigation based hereon, or arising out of, or in connection with
this Agreement, the Exchange Offer or any related matter shall be brought and maintained exclusively in the courts of the State of New York and the parties hereby expressly and irrevocably submit to
the jurisdiction of such courts. All judgments arising from such litigation or settlements related thereto shall be paid in United States Dollars.

13.Notices.Except as otherwise expressly provided in this Agreement, whenever notice is required by the
provisions of this Agreement to be given to (i) the Company or the Guarantor, such notice shall be in writing addressed to UbiquiTel Inc., One West Elm Street, Suite 400, Conshohocken,
PA 19428, facsimile number: (610) 832-1076, Attention: Patricia E. Knese, Esq. and (ii) the Dealer Manager, such notice shall be in writing addressed to Banc of America
Securities LLC, Bank of America Corporate Center, 100 North Tryon Street, Seventh Floor, Charlotte, North Carolina 28255, facsimile number: (704) 388-0830, Attention: Andrew Karp.

14.Miscellaneous.This Agreement, together with the portion of the Engagement Letter expressly referenced
herein, contain the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. This Agreement may not be
amended or modified except by a writing executed by each of the parties hereto. Section headings herein are for convenience only and are not a part of this Agreement.

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Please indicate your willingness to act as the Dealer Manager on the terms set forth herein and your acceptance of the foregoing provisions by signing in the space provided below for
that purpose and returning to us a copy of this letter, whereupon this letter shall constitute a binding agreement between us.

| |  | Very truly yours,          
| |  | ---------------------------
| |  | UBIQUITEL OPERATING COMPANY
| |  | By:                        
| |  |                            
| |  | UBIQUITEL INC.             
| |  | By:                        
| |  |                            
| |  | VIA HOLDING INC.           
| |  | By:                        
| |  |                            
| |  | VIA WIRELESS LLC           
| |  | By:                        
| |  |                            
| |  | VIA BUILDING, LLC          
| |  | By:                        
| |  |                            

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|Accepted and agreed to as of the date
first written above: |  |                                               |  | 
|---------------------------------------------------------- |  | --------------------------------------------- |  | 
|BANC OF AMERICA SECURITIES LLC                             |  |                                               |  | 
|By:                                                        |  |                                               |  | 
|                                                           |  | Name: Andrew C. Karp
Title: Managing Director |  | 

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SCHEDULE A  LIST OF SUBSIDIARIES

VIA
Holding Inc.
VIA Wireless LLC
VIA Building, LLC
UbiquiTel Leasing Company

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