Portions of this exhibit (indicated by brackets) have been omitted pursuant to a
request for confidential treatment.




                                 AMENDMENT NO. 2

                                     TO THE

                       LUCENT TECHNOLOGIES/SPRINT SPECTRUM

                        PROCUREMENT AND SERVICES CONTRACT



                            Dated as of July 15, 1996















 <PAGE>




     AMENDMENT NO. 2 dated as of July 15, 1996, to the  Procurement and Services
Contract dated as of January 31, 1996,  between Sprint Spectrum Holding Company,
L.P., a Delaware limited partnership  formerly known as MajorCo L.P., a Delaware
limited  partnership,   as  subsequently  assigned  (pursuant  to  that  certain
Assignment,  Assumption  and  Amendment  No. 1 dated  June 21,  1996) to  Sprint
Spectrum  Equipment  Company,  L.P., a Delaware limited  partnership (and as the
successor  in  interest  of Sprint  Spectrum,  L.P.,  the  "Owner")  and  Lucent
Technologies  Inc., a Delaware  corporation,  the full  successor to the Network
Systems Group of AT&T Corp., a New York corporation (the "Vendor",  and together
with the Owner, the "Parties").

                                    RECITALS:

     WHEREAS,  the  Parties are parties to a certain  Procurement  and  Services
Contract dated as of January 31, 1996 (the "Contract")  wherein the Owner agreed
to have the Vendor  engineer and  construct  PCS Systems in the System Areas and
the Vendor, itself or through its Subcontractors, agreed to provide Products and
Services to the Owner in connection with the engineering and construction of PCS
Systems in the System Areas pursuant to and in accordance  with the terms of the
Contract.

     WHEREAS, the Parties desire to amend the Contract to provide, amongst other
things, for the provision, installation, operation and maintenance by the Vendor
to and for the  Owner  of a  stand-alone  Service  Control  Point/Home  Location
Register (SCP/HLR), Service Management System (SMS) and Service Creation
Environment (SCE) (as such terms are defined below).

     WHEREAS,  the  Parties  further  desire to amend the  Contract  to provide,
amongst other things, for the provision, installation, operation and maintenance
by the Vendor to and for the Owner of  certain  Application  Software  Products,
including AS Software,  AS Equipment  and AS Services (as such terms are defined
below).

     NOW THEREFORE,  in consideration of the mutual covenants and conditions set
forth herein, the Owner and the Vendor hereby agree as follows:

     1. Definitions. Unless otherwise defined herein, all capitalized terms used
in this Amendment will have the meaning given to such terms in the Contract. For
the purposes of the  Contract and this  Amendment  (i) the term  "Equipment"  as
defined in the Contract  will be deemed (to the extent it is not already  clear)
to include the SCP/HLRs and any and all equipment associated with or integral to
the  SCP/HLRs,  the  AM/HLRs as well as the AS  Equipment  to be  delivered  and
installed  by the Vendor  pursuant  to the  SCP/HLR  Specifications,  the AM/HLR
Specifications and the AS Statement of Work, as applicable,  including,  but not
limited  to, SMS and SCE,  as the case may be, and (ii) the term  "Software"  as
defined in the Contract  will be deemed (to the extent it is not already  clear)
to include all software  with or integral to the SCP/HLRs,  the AM/HLR  Products
and the AS  Software  delivered  and  installed  by the Vendor  pursuant  to the
SCP/HLR  Specifications,  the AM/HLR Specifications or the AS Statement of Work,
as the case may be.

     2. Agreements.

     (a) Pursuant to and in accordance with the terms of the Contract as amended
hereby,  the Vendor  agrees to  provide  the Owner  with;  (i) one mated pair of
stand-alone  SCP/HLRs with SMS (two SCPs),  (ii) one SCE with eight RTUs,  (iii)
one AM/HLR (to the extent not already being provided), (iv) compiled servers and
(v) one copy of "Execution Environment" in accordance with the Specifications in
the Owners Test-bed  Laboratory no later than the Completion  Dates as set forth
in the HLR  Statement  of Work.  In addition,  the Vendor  agrees to provide the
Owner  three (3) other mated pairs of  SCP/HLRs  for the  Nationwide  Network in
accordance with the SCP/HLR Specifications at the HLR Designated Switch Sites no
later than the HLR  Completion  Dates.  As an interim  solution only, the Vendor
will  provide,  at its sole cost and  expense,  AM/HLRs in  accordance  with the
AM/HLR Specifications at the AM/HLR Designated Switch Sites.

     (b)  Pursuant to the terms of the  Contract as amended  hereby,  the Vendor
will supply to the Owner AS Products and AS Services for the Owner's  Nationwide
Network  pursuant to and in accordance with the AS Statement of Work (as defined
below).

     (c) The  Vendor  will use its best  efforts to work with  Northern  Telecom
Inc., a Delaware corporation  ("Nortel") and a party to that certain Procurement
and Services Contract dated as of January 31, 1996, between the Owner and Nortel
(the "Nortel  Contract")  in order to ensure that the AM/HLRs and SCP/HLRs  work
with the Equipment and Software (as defined in the Nortel Contract)  provided by
Nortel so that in a timely manner the AM/HLRs and SCP/HLRs Products and Services
provide service to the entire Nationwide Network (including, but not limited to,
the Nortel constructed portion of the Nationwide Network) in accordance with the
AM/HLR  Specifications and the SCP/HLR  Specifications,  as applicable.  Nothing
stated  herein  above to the  contrary,  the  Vendor  will not be liable for the
failure of any of the AM/HLRs  and/or the SCP/HLRs to properly  operate with the
Nortel  System  (as such term is defined  in the  Nortel  Agreement)  where such
failure was directly  caused by Nortel's  failure to provide timely and accurate
specifications  or to make its  Equipment  accessible  and to  operate  with the
AM/HLRs  and/or  SCP/HLRs in accordance  with and pursuant to the  Lucent/Nortel
License Agreement.

     (d) The Vendor  will use its best  efforts to work with  Nortel in order to
ensure that the AS Products  work with the Equipment and Software (as defined in
the  Nortel  Contract)  provided  by  Nortel so that in a timely  manner  the AS
Products  and  Services  provide  service  to  the  entire  Nationwide   Network
(including, but not limited to, the Nortel constructed portion of the Nationwide
Network) in  accordance  with the AS Statement of Work, as  applicable.  Nothing
stated  herein  above to the  contrary,  the  Vendor  will not be liable for the
failure of any of the AS Products to properly operate with the Nortel System (as
such term is defined in the Nortel  Agreement)  where such  failure was directly
caused by Nortel's failure to provide timely and accurate  specifications  or to
make its Equipment  accessible and to operate with the AS Products in accordance
with and pursuant to the Lucent/Nortel License Agreement-OAM&P.

     (e)  Commencing  on the date  hereof,  the  Vendor  will  regularly  update
(including  the provision of at least monthly  written  updates) the Owner as to
the Vendor's progress in developing and being able to timely deliver the AM/HLRs
and the SCP/HLRs for both the Test-bed Laboratory and the Nationwide Network.

     (f) Notwithstanding  anything to the contrary in the Contract,  Substantial
Completion of any PCS System within the Initial System, and the testing required
therefor,  will  expressly  require  and  be  conditioned  upon  the  successful
integration and inter-operation (in accordance with the AM/HLR  Specifications),
of the other Products within any such PCS System with the then existing  AM/HLRs
within the Nationwide Network.

     (g) Notwithstanding anything to the contrary, the provisions of subsections
2.3, 2.4, 2.5, 2.6, 2.7, 2.8,  2.9(b),  2.10,  2.25, 2.38, 2.40, 2.41, 6.4, 6.5,
6.7,  6.8,  and 7.1 and  Section  4 are not  applicable  to AS  Products  and AS
Services.

     (h) The Parties will mutually  agree to and  incorporate in the Contract an
Appendix K to Amendment No. 2 as to  Application  Software  Products  Acceptance
Procedures  and  Criteria  which  will  work  to  provide  verification  for the
requirements set forth in Appendix G by no later than July 24, 1996.

     3.  Amendment to Subsection  1.1.  Subsection 1.1 of the Contract is hereby
amended as follows:

     (a) by adding the following definitions:

          "Access  Manager HLR  (AM/HLR)"  means  Equipment  and  Software  that
          provides the call processing logic which comprises the stand-alone HLR
          service. The stand-alone service being that service which contains the
          PCS  subscriber's  or group of PCS  subscribers'  profile data used to
          provide call completion and enhanced  services as further described in
          Appendix A attached to Amendment No. 2.

          "Access  Manager  Specifications  (AM/HLR  Specifications)"  means the
          Access  Manager  Specifications  set forth in  Appendix A attached  to
          Amendment No. 2.

          "Adaptations"  means any  derivative  work  based on  service  package
          application licensed Software including (i) any work incorporating any
          of service package  application  licensed Software directly,  (ii) any
          work   incorporating   any  computer   program  from  service  package
          application  licensed  Software  rewritten  in  a  different  computer
          language or converted to operate on a different type of CPU, (iii) any
          work  utilizing a method or concept from service  package  application
          licensed  Software  that the Owner is obligated to keep in  confidence
          hereunder  or (iv) any work  otherwise  covered by any of the Vendor's
          intellectual  property rights in service package application  licensed
          Software.

          "Amendment No. 2" means this Amendment No. 2 to the Contract.

          "AS Acceptance  Date" means the date or dates on which the AS Products
          successfully  complete the AS  Functional  Acceptance  Tests or the AS
          Final Acceptance Tests, as the case may be.

          "AS  Acceptance  Test(s)"  means the  collective  reference  to the AS
          Functional Acceptance Tests and the AS Final Acceptance Tests.

          "AS  Acceptance  Test Period" means the  applicable  period of time in
          days that the Vendor  has to test and the Owner has to accept  certain
          AS Products as specified in the AS Statement of Work.

          "AS  Completion  Dates" means the dates and milestones as set forth in
          Appendix  G  that  are  required  to be  met by  the  Vendor  for  the
          successful  and  timely  completion  of the AS  Statement  of  Work in
          accordance with the AS Statement of Work.

          "AS  Equipment"  means  certain  third  party  manufactured  or  other
          Equipment  provided  to the Owner by the Vendor as  necessary  for the
          operation  and  integration  of the AS  Software  and the AS  Services
          pursuant to and in accordance with the AS Statement of Work.

          "AS Functional  Acceptance" means the Owner's initial acceptance of AS
          Products and Services, and, to the extent applicable, the installation
          thereof,  pursuant  to  and  in  accordance  with  the  AS  Functional
          Acceptance Tests set forth in Appendix K to Amendment No. 2.

          "AS  Final  Acceptance"  means the  Owner's  final  acceptance  of the
          relevant  AS Products  and  installation  thereof,  pursuant to and in
          accordance with the AS Final  Acceptance Tests set forth in Appendix K
          to Amendment No. 2; provided that in no event can AS Final  Acceptance
          occur with respect to AS Software  and/or AS Services  prior to thirty
          (30) days after the completion of AS Functional Acceptance Testing.

          "AS Functional Acceptance Test" and "AS Functional Acceptance Testing"
          means  the  initial  functional  tests  performed  pursuant  to and in
          accordance with Appendix K to Amendment No. 2.

          "AS Final Acceptance  Tests" and "AS Final  Acceptance  Testing" means
          the AS Product final acceptance  testing as set forth in Appendix K to
          Amendment No. 2.

          "AS  Maintenance  and  Instruction  Manuals" has the meaning  ascribed
          thereto in subsection 2.22.

          "AS/OAM&P Statement of Work" or "AS Statement of Work" means the scope
          of work to be  performed  by the  Vendor  in  accordance  with  the AS
          Statement of Work as set forth in Appendix G to Amendment No. 2.

          "AS Operating  Manuals" has the meaning ascribed thereto in subsection
          2.20.1.

          "AS  Price"  means the  aggregate  price set  forth in  Appendix  I to
          Amendment  No.  2 for all of the AS  Products  and AS  Services  to be
          provided under the Contract and described in the AS Statement of Work.

          "AS  Products"  means the  collective  reference to AS Software and AS
          Equipment.

          "AS  Product  Warranty  Period" has the  meaning  ascribed  thereto in
          subsection   17.1.1.   "AS  Services"   means  those  OAM&P   Services
          (including,  but not limited to, Optional AS Services) provided by the
          Vendor as part of the provision, installation and continuing operation
          and maintenance of the AS Products  pursuant to and in accordance with
          the AS Statement of Work.

          "Application  Software  ("AS")" or "AS  Software,"  means the software
          used for  operations  and  maintenance  support  as part of the Vendor
          provided AS Products and Services described in Appendix G to Amendment
          No. 2.

          "AS/T&M"  means AS Services time and material  pricing as set forth in
          Appendix I to  Amendment  No. 2  describing  the quantity of hours and
          involved and material  expenses  related to a specific AS Statement of
          Work requirement  which is done in accordance with and pursuant to the
          AS  Statement  of Work;  provided  that  AS/T&M  charges  will only be
          charged  (to the extent  applicable)  by the  Vendor  for AS  Services
          (other than Optional AS Services  requested by the Owner in accordance
          with  Appendix  G to  Amendment  No.  2)  requested  by the  Owner for
          performance  by the Vendor of applicable  AS Services  after three (3)
          years from the date of Amendment No. 2 to the Contract.

          "Computer Program" means any Source-Code or object-code instruction or
          group of such instructions for controlling the operation of a CPU.

          "Contract  Cover  Damages"  has  the  meaning   ascribed   thereto  in
          subsection 15.4.

          "CPU" means a central processing unit.

          "Designated Processor" has the meaning of the AS Product for which the
          "RTU" License specified in subsection 11.1 is granted.

          "Field  Acceptance"  means the Owner's  initial  acceptance of SCP/HLR
          Products and the installation  thereof,  pursuant to and in accordance
          with the Field  Acceptance  Tests set forth in Appendix E to Amendment
          No. 2.

          "Field  Acceptance  Tests" and "Field  Acceptance  Testing"  means the
          SCP/HLR  field  acceptance  testing  as set  forth  in  Appendix  E to
          Amendment No. 2.

          "Firmware"  means a  combination  of (i)  Equipment  and (ii) Software
          represented by a pattern of bits contained in such Equipment.

          "HLR Completion  Dates" means the dates and milestones as set forth in
          Appendix  E to  Amendment  No.  2 that are  required  to be met by the
          Vendor for the successful  and timely  completion of the HLR Statement
          of Work.

          "HLR  Designated  Switch  Sites"  means the  Switch  Sites  within the
          Nationwide  Network in which the Owner  requires the  installation  of
          AM/HLRs within the Denver,  Kansas City and Philadelphia  System Areas
          and the  installation of SCP/HLRs within the San Francisco,  New York,
          Dallas, Denver, Kansas City and Philadelphia System Areas.

          "HLR Final  Acceptance"  means the Owner's final acceptance of SCP/HLR
          Products and the installation  thereof,  pursuant to and in accordance
          with  the HLR  Final  Acceptance  Tests  set  forth in  Appendix  E to
          Amendment No. 2;  provided  that in no event can HLR Final  Acceptance
          occur with  respect to any SCP/HLR  Product  prior to thirty (30) days
          after the  completion  of Field  Acceptance  Testing for such  SCP/HLR
          Product(s).

          "HLR Final Acceptance Tests" and "HLR Final Acceptance  Testing" means
          the  SCP/HLR  final  acceptance  testing as set forth in Appendix E to
          Amendment No. 2.

          "HLR Statement of Work" means the statement of work  applicable to the
          AM/HLRs and the SCP/HLRs as set forth in Appendix E to Amendment No.
          2.

          "Lucent/Nortel   License   Agreement"  means  the  Interface   License
          Agreement  between  the Vendor and  Nortel  dated as of June 14,  1996
          attached as Appendix D1 to Amendment No. 2.

          "Lucent/Nortel  License  Agreement-OAM&P"  means the  OAM&P  Interface
          License  Agreement  between the Vendor and Nortel dated as of July __,
          1996 attached as Appendix D2 to Amendment No. 2.

          "Nortel"  has  the  meaning  ascribed  thereto  in  Paragraph  2(c) of
          Amendment No. 2.

          "Nortel  Contract" has the meaning  ascribed thereto in Paragraph 2(c)
          of Amendment No. 2.

          "OAM&P" means Operations Administration  Maintenance & Provisioning as
          described in Appendix G to Amendment No. 2.

          "Optional AS Services" means those AS services classified as optional,
          as set forth in Appendix G to Amendment No. 2, which are only provided
          to the Owner upon the request of the Owner.

          "SCE" means the Service Creation Environment Equipment and Software as
          further described in Appendix B to Amendment No. 2.

          "SCP/HLR"  means the  Equipment  and Software  that  provides the call
          processing  logic which  comprises the  stand-alone  HLR service which
          contains the PCS  subscriber's  or group of PCS  subscriber's  profile
          data used to provide call completion and enhanced services and further
          described in Appendix B to Amendment No. 2.

          "SCP/HLR  Hardware" means SCP/HLR  equipment and platform  software as
          set forth in Appendix B to Amendment No. 2.

          "SCP/HLR  Price" means the aggregate  price for all of the SCP/HLRs as
          set forth on Appendix F to Amendment No. 2.

          "SCP/HLR Products" means the collective reference to SCP/HLR Hardware,
          and SCP/HLR Software, SMSs, SCEs and RTUs.

          "SCP/HLR Specifications" means the SCP/HLR specifications as set forth
          in Appendix B to Amendment  No. 2 and  including,  but not limited to,
          the SCE and the SMS.

          "SCP/HLR  Software" means the SCP/HLR Software as more fully described
          in Appendix B to Amendment No. 2.

          "SMS" means the Service  Management  System  Equipment and Software as
          further described in Appendix B to Amendment No. 2.

     (b) by deleting the definition of "PCS Products" as such  definition is set
forth in the  Contract  and  replacing  it in its  entirety  with the  following
definition:

          "'PCS  Products'  means the Vendor's PCS Equipment  and  Software,  as
          offered from time to time in the Customer  Price Guide;  provided that
          for the purposes of this Contract,  PCS Products will always  (subject
          to  subsection  10.1)  include  at least  (i) the  SCP/HLRs,  (ii) the
          SCP/HLR  Products,  (iii) the  AM/HLRs  (to the extent not already PCS
          Products),  (iv) SMS,  (v) SCE,  (vi) the AS Products  and (vii) those
          other  Items  listed on the  Vendor's  Customer  Price Guide as of the
          Effective Date. As the context requires and notwithstanding the above,
          the  term PCS  Products  includes  all  Vendor  manufactured  Products
          provided to the Owner in connection with its  obligations  pursuant to
          the terms of this  Contract,  but excludes Items  furnished  solely as
          part of Facilities  Preparation Services not otherwise integral to the
          operation  or  maintenance  of the PCS Items set forth on the Customer
          Price Guide, including Non-Essential Equipment." and

     (c) by deleting the definition of  "Specifications"  as such  definition is
set forth in the Contract and  replacing it in its entirety  with the  following
definition:

               "'Specifications'   means  the   collective   reference   to  the
          specifications  and  performance  standards of the design,  Facilities
          Preparation Services, Engineering, Products, Installation and Services
          contemplated by this Contract and includes any Expansions, amendments,
          modifications  and/or other revisions  thereto made in accordance with
          the terms of this  Contract and as more fully set forth in Exhibits C,
          D, E and F and the AM/HLR Specifications,  the SCP/HLR Specifications,
          the HLR  Statement  of Work,  the AS Statement of Work or as otherwise
          determined hereunder pursuant to the terms of this Contract;  provided
          that, except as otherwise  provided in or determined  pursuant to this
          Contract or as otherwise  mutually  agreed  between the  Parties,  the
          applicable  Specifications  for an Item will be the  Vendor's or other
          manufacturer's  standard  technical  specifications  for such Item, as
          applicable,  unless the Owner will have  specifically  not agreed with
          such Vendor or other manufacturer specification; and provided further,
          that  with  respect  to  Facilities   Preparation  Services,   design,
          engineering,   Products,   Installation   and   Services   for   which
          specifications  and performance  standards are not provided and listed
          in such Exhibits  (such  Exhibits  including,  but not limited to, the
          AM/HLR Specifications,  SCP/HLR  Specifications,  the HLR Statement of
          Work and the AS Statement  of Work),  "Specifications"  references  to
          performance,  functionality  and fitness for the  intended  purpose in
          which such  design,  Facilities,  Preparation  Services,  Engineering,
          Products, Installation and Services are employed."

     4. Amendment to Subsection 2.2. Subsection 2.2 is hereby amended to add the
following subsection 2.2.1 after subsection 2.2:

          "2.2.1 AS Products  and AS  Services  Additional  Coverage.  Where the
          Owner  wishes to purchase  AS  Products or AS Services  for use and/or
          application  in a country  outside the United  States but within North
          America  including  any  territory of the United  States not otherwise
          covered by the definition of the "United  States" as set forth herein,
          the Owner and the Vendor  will,  in good  faith,  negotiate a separate
          agreement for such purchase upon  substantially  all of the same terms
          as those set forth in this Contract,  with only such  modifications as
          may reasonably be appropriate to reflect the  international  nature of
          such transaction and to assure protection of the Vendor's intellectual
          property applicable to such AS Products and AS Services."

     5. Amendment to Subsection 2.5. Subsection 2.5 is hereby amended to add the
following subsection 2.5(c) after subsection 2.5(b):

          "(c) The Vendor will supply (and Exhibit I will be deemed to include),
          at no cost to the  Owner,  (i) one mated pair  SCP/HLRs  with one SMS,
          (ii) one SCE with eight RTU's, (iii) one AM/HLR,  (iv) one source code
          compiler and (v) one copy of "Execution Environment" all in accordance
          with and pursuant to the Specifications  for the Test-bed  /Laboratory
          no later than the dates  specified in the HLR  Statement of Work.  All
          provisions of subsections 2.5(a) and 2.5(b) above will apply similarly
          to the  Products  listed in clauses (i)  through  (v)  provided by the
          Vendor pursuant to this subsection 2.5(c).  Nothing in this subsection
          2.5(c) will be deemed to release or accelerate the Project  Milestones
          and/or  delivery  requirements  set forth in  subsections  2.5(a)  and
          2.5(b) above."

     6. Amendment to Subsection  2.20.  Subsection  2.20 is hereby is amended to
add the following subsection 2.20.1 after subsection 2.20:

          "2.20.1 AS Products and Services  Operating  Manuals.  The Vendor will
          provide  the  Owner  operating  and  instruction  manuals  for  the AS
          Products and AS Services  (the "AS  Operating  Manuals") in accordance
          with this  subsection as soon as they are reasonably  available but in
          no event  later than the dates and times as set forth in Appendix G to
          Amendment  No. 2. The Vendor will  provide the Owner with the quantity
          of AS Operating  Manuals as set forth in the AS Statement of Work. The
          AS  Operating  Manuals  will be  prepared  in  accordance  with the AS
          Statement of Work and in sufficient detail to accurately  describe the
          operations  and  instructions  for  the  AS  Products  and  all of its
          component  parts  and will  recommend  procedures  for  operation  and
          maintenance."

     7. Amendment to Subsection  2.22.  Subsection 2.22 is hereby amended to add
the following paragraph after the last unnumbered paragraph in subsection 2.22:

          "In addition to, and without  limiting the  requirements  set forth in
          clauses (a)  through (d) of this  subsection  2.22,  the AS  Operating
          Manuals for the AS Products  and  Services  will be  submitted  to the
          Owner in hard-copy  volume  format if so  requested  by the Owner.  In
          addition to any of the Owner's  other rights and  remedies,  the Owner
          will have the  right to reject  such AS  Operating  Manuals  if in its
          reasonable judgment any of them do not meet the standards set forth in
          this Contract."

     8.  Amendment to  Subsection  2.23.  Subsection  2.23 is hereby  amended as
follows:

     (a) by deleting the text of subsection 2.23  immediately  preceding  clause
(a) and substituting in lieu thereof the following:

          "2.23 Training.  As more fully described below,  starting at least one
          hundred and eighty (180) days prior to the  Substantial  Completion of
          the  Initial  PCS  System,  the  Vendor  must  provide  to the Owner a
          practical and  participatory  and, where  feasible,  on-site  training
          program  with  respect  to the  System,  which  program  will  include
          technical education  (collectively,  the "Training").  The Vendor will
          provide,  upon the Owner's  prior  written  request and at the time or
          times  mutually  agreed in good faith by the Owner  during the Initial
          Term of this Contract,  (i) not less than a minimum of twelve thousand
          fifty  (12,050) man days of Training and  Training  materials  for the
          Owner's personnel, at no cost to the Owner plus (ii) an additional one
          thousand  (1,000) man days of Training at no cost to the Owner for the
          SCP/HLRs and/or AM/HLRs;  provided that the Vendor will be required to
          commence  provision of SCP/HLR training no later than October 1, 1996.
          The Owner will be  responsible  for the travel and living  expenses of
          personnel  receiving  Training.  Such Training must be kept current to
          encompass the latest  Software and  Equipment,  or any other  Software
          Revision level and/or  Equipment  Revision Level directed by the Owner
          pursuant  to the terms of this  Contract.  Subject  to the  foregoing,
          Training course size, content and material will be designed and agreed
          to by mutual  consent  between the  Parties.  The Vendor will  conduct
          classes for the subjects described below:" and


     (b) by inserting the  following  clauses (vii) and (viii) after clause (vi)
of subsection 2.23 (b) and renumbering the following clauses accordingly:

          "(vii) Stand-alone SCP/HLR operations;

          (viii) OAM&P and AS Products operations;"

     9. Amendment to Subsection 6.1. Subsection 6.1 is hereby amended to add the
following sentence to the end of subsection 6.1 as such subsection is identified
in the Contract:

          "Notwithstanding  the  foregoing,  the  aforesaid  credits  may not be
          applied to the  purchase  of any  SCP/HLRs  and/or any AS  Products or
          Services."

     10. Amendment to Subsection 6.3.to Subsection 6.3

     (a) Subsection 6.3 is hereby amended by deleting the first sentence of such
subsection and replacing in lieu thereof the following:

          "Except  with  respect  to   Facilities   Preparation   Services,   RF
          Engineering,  SCP/HLR  Products  and AS Products  and  Services as set
          forth  below,  an  invoice  may be  submitted  to the Owner only after
          shipment of a Product or performance of a Service." and

     (b) Clause (c) of subsection  6.3 is hereby  amended by adding  immediately
prior to the semicolon at the end of such clause (c) the following:

          ";  provided  that the Owner  will not be  obligated  to make any such
          Final  Acceptance  payment to the Vendor  for the  Initial  PCS System
          only,  until and unless the SCP/HLRs to be delivered  and installed in
          accordance  with  the  SCP/HLR  Specifications  are so  delivered  and
          installed   and   operating   in   accordance    with   such   SCP/HLR
          Specifications."

     (c) Subsection 6.3 is hereby amended by inserting the following subsections
6.3.2 and 6.3.3:

          "6.3.2 SCP/HLR Payments.  Notwithstanding  anything  contained in this
          Section 6 to the contrary,  any invoice for SCP/HLR Products delivered
          and/or  installed  by the Vendor will be payable as  follows:  (a) (i)
          [_______________]  of the amount of any invoice  for SCP/HLR  Hardware
          will be payable within [_______________] following the installation by
          the Vendor of such SCP/HLR  Hardware at the appropriate HLR Designated
          Switch Sites, (ii)  [_______________] of the amount of any invoice for
          SCP/HLR Hardware will be payable within [______________] following the
          Owner's  Field  Acceptance  of  such  installed  SCP/HLR  Hardware  in
          accordance  with the SCP/HLR  Specifications  and (iii) the  remaining
          [_______________]  of the amount of any invoice  for SCP/HLR  Hardware
          will  be  payable  within   [_______________]  of  the  Owner's  Final
          Acceptance of such installed  SCP/HLR  Hardware in accordance with the
          SCP/HLR Specifications; and (b) (i) [_______________] of the amount of
          any   invoice   for   SCP/HLR   Software   will  be   payable   within
          [_______________]  of the Owner's Field  Acceptance in accordance with
          the SCP/HLR Specifications and (ii) the remaining [__________________]
          of the amount of any  invoice  for  SCP/HLR  Software  will be payable
          within  [_______________]  of the  Owner's  HLR  Final  Acceptance  in
          accordance with the SCP/HLR Specifications.

          6.3.3. AS Products Payments. (a) Notwithstanding anything contained in
          this Section 6 to the contrary,  any invoice for AS Software delivered
          and/or  installed  by the  Vendor  will be  payable  by the  Owner  as
          follows:  (i)  [___________________]  of the  total  price  for any AS
          Software   order  for  such  AS  Software   will  be  payable   within
          [______________]  of the order  placement  for such AS Software by the
          Owner,  (ii)  [_________________]  of the  amount of any  invoice  for
          ordered AS Software  will be payable  within  [______________]  of the
          time  of   delivery  by  the  Vendor  of  such  AS   Software,   (iii)
          [________________]  of  the  amount  of any  invoice  for  ordered  AS
          Software  will be payable  within  [______________]  of AS  Functional
          Acceptance   of   such   AS   Software,   and   (iv)   the   remaining
          [________________]  of  the  amount  of any  invoice  for  ordered  AS
          Software  will  be  payable  within   [_______________]  of  AS  Final
          Acceptance of such AS Software.

          (b) The  Vendor may  invoice  the Owner for  [_______________]  of the
          passed-through cost (without mark-ups,  add-ons or charges of any kind
          (except as  explicitly  provided  in  Appendix  I)) of any third party
          manufactured  AS Equipment  supplied by the Vendor for the AS Software
          for the AS Software System in accordance with the AS Statement of Work
          and the Owner will be required to pay any such invoice for third-party
          AS  Equipment  within  [_______________]  of the  Owner's  receipt and
          reasonable acceptance thereof. The Vendor may invoice the Owner for AS
          Services (if applicable)  pursuant to the first sentence of subsection
          6.3.1 of the Contract. AS Software Annual Maintenance Services will be
          provided  by the Vendor  pursuant to the Annual  Application  Software
          Maintenance  Services Fees as set forth on Appendix I to Amendment No.
          2 and such fees will be invoiced to the Owner with the Annual Software
          Release   Maintenance  Fees  in  accordance  with  the  terms  of  the
          Contract."

     11.  Amendment to Section 9. Section 9 is hereby  amended by inserting  the
following subsection 9.7 after subsection 9.6:

          "9.7 AS Acceptance  Testing and Acceptance.  (a) After installation of
          AS  Software,  or any  part  thereof  as set  forth in  Appendix  K to
          Amendment No. 2, the Owner will carry out Functional  Acceptance Tests
          in  accordance  with the  provisions of Appendix K to Amendment No. 2,
          testing the  compliance  of the AS Software  with the AS  Statement of
          Work. The Owner will start the AS Functional Acceptance Tests no later
          than  seven  (7)  days  after  installation  of such AS  Software  and
          complete the AS  Functional  Acceptance  Tests no later than  fourteen
          (14) days after installation of such AS Software.

          (b) After the AS  Software  has  successfully  passed  the  Functional
          Acceptance Tests, the Owner will commence the AS Final Acceptance Test
          in  accordance  with the  provisions of Appendix K to Amendment No. 2.
          The duration of the AS Final Acceptance Test shall be thirty (30) days
          after successful completion of the AS Functional Acceptance Test.

          (c) If the Owner fails to complete either the AS Functional Acceptance
          Tests or the Final  Acceptance  Test within the time periods set forth
          in subsections  9.7(a) and 9.7(b),  the AS Software shall be deemed to
          have  met the  Acceptance  Test  criteria  on the last day of the time
          period allotted for the applicable AS Acceptance Test.

          (d) The costs and expenses of the AS Acceptance Tests will be borne by
          the  Owner.  Upon  request  of the  Owner,  the  Vendor  will  provide
          reasonable  support to the Owner during the AS  Functional  Acceptance
          Tests and the AS Final Acceptance Tests.

          (e)  If the AS  Acceptance  Tests  show  that  any of the AS  Software
          complies  with the AS  Statement  of Work,  such AS  Software  will be
          accepted by the Owner by confirming the results in a written report.

          (f) If any AS Acceptance Test is not satisfied,  the Owner will (i) in
          writing,  notify the Vendor of such failure,  and (ii) the Vendor will
          promptly  correct  whatever  Defects or  Deficiencies  caused  such AS
          Acceptance Test not to be satisfied. After such correction, the Vendor
          must (i) repeat at its sole cost and expense the failed AS  Acceptance
          Tests and as many other AS Acceptance Tests as are necessary to ensure
          in the reasonable  opinion of the Owner that such  correction  made by
          the  Vendor  would not have  affected  the  outcome  of such  other AS
          Acceptance  Tests,  and (ii) in  writing,  notify the Owner as to what
          correction  was made  and  what AS  Acceptance  Tests  were  repeated.
          Nothing  stated  herein  to the  contrary  will in any way  limit  the
          Owner's right to  liquidated  damages  pursuant to subsection  15.8 or
          other  remedies  under this  Contract in the event the Vendor fails to
          deliver AS Products in accordance with the  requirements of Appendix G
          to  Amendment  No.  2 on  the  dates  originally  scheduled  for  such
          deliveries.

          (g) Minor Defects and  shortcomings  not affecting the operational use
          of any part of the AS Software shall not give rise to withholding  the
          acceptance  provided that the Vendor undertakes to remedy such Defects
          and  shortcomings  as soon as  reasonably  possible,  pursuant  to the
          procedures described in Appendix K to Amendment No. 2."

     12.  Amendment to Section 12. Section 12 is hereby amended by inserting the
following subsections 12.5 and 12.6 after subsection 12.4.:

          "12.5 Right to Modify SCP/HLR Software. The Vendor grants to the Owner
          a personal,  non-transferable,  non-exclusive and royalty-free license
          to modify  the  following  component  layers of the  SCP/HLR  Software
          provided  under this  Amendment No. 2 to run on the SCP/HLR  Hardware,
          solely   for  use  by  the  Owner  in  its   business   of   providing
          telecommunications  services (the names for the  component  layers set
          forth below being used in conformity with the conventions displayed on
          the graphic element of Appendix B to Amendment No. 2):

               (i) Service Customization Layer

              (ii) Application Oriented Layer

             (iii) Capability Creation Layer

              (iv) Platform Enhancement Layer

               Such  right to  modify  includes  the right  for the  Owner,  its
               employees,  and agents to modify and copy the Source  Code of the
               above  named  component  layers  (including,  but not limited to,
               access to the "SCP Action Execution Library" (including IS41 Rev.
               B and IS41 Rev. C)) of the SCP/HLR  Software  provided solely for
               the purposes of maintaining  and enhancing or  supplementing  the
               object code versions of such provided Software.  The Owner agrees
               to  use  the  modifications  to  Licensed  Software  made  in the
               exercise  of the  license  granted  in  this  subsection  12.5 in
               accordance  with its  licensed  rights  in the  SCP/HLR  Software
               hereunder,  except as otherwise provided in this subsection 12.5.
               The license to modify set forth in this  subsection  12.5 will be
               royalty-free  and without fee with  respect to code  implementing
               features or  capabilities  provided  within the  above-enumerated
               layers of releases or versions of the Software which are provided
               by the  Vendor  in  accordance  with or  pursuant  to the  Annual
               Maintenance Fee.

               Intellectual  property  rights in  modifications  to the  SCP/HLR
               Software by the Owner,  its  employers  or agents for hire in the
               exercise of a right of  modification  granted in this  subsection
               12.5 will vest in the Owner, subject to the Vendor's intellectual
               property  rights in the Vendor's  proprietary  "SLL"  programming
               language  and compiler  and in the  Vendor's  unmodified  SCP/HLR
               Licensed Software.  The unmodified  Computer Programs provided by
               the Vendor,  including, but not limited to, the SCP/HLR Software,
               will remain the intellectual  property of the Vendor; and nothing
               in this  subsection  12.5 will be deemed to confer upon the Owner
               ownership in any aspect of the unmodified  SCP/HLR Software.  Nor
               will anything herein be deemed to confer upon the Owner any right
               to license or sublicense use of the unmodified  SCP/HLR Software,
               or any  part  thereof,  to  third  persons.  The  Vendor  will be
               entitled  to  license   any  right  to  use  and  to   sublicense
               modifications  made by or for the Owner on terms mutually  agreed
               between the Owner and the Vendor,  unless the Owner  unilaterally
               designates,  in writing, a specific modification or modifications
               to be restricted  from such  licensing  for a specific  period of
               time.

               The  Vendor   agrees  to  provide  the  Owner   Software   tools,
               documentation, services and training requested by the Owner which
               is reasonably  necessary to the exercise of the Owner's rights of
               modification  granted  in this  subsection  12.5,  upon  mutually
               agreed prices, terms and conditions.  The Vendor will endeavor in
               subsequent  Software Upgrades,  Software  Enhancements,  Combined
               Releases   and  other   versions  of  its  SCP/HLR   Software  to
               accommodate  the Owner's need to preserve  compatibility  between
               the Owner's modifications and such Vendor-provided programs.

               Nothing  contained  in  this  subsection  12.5  to  the  contrary
               authorizes  the Owner to engage  any entity or person as an agent
               for hire to modify the Vendor's  SCP/HLR Software which entity or
               person (i) is  substantially  and directly engaged in competition
               with the Vendor in  manufacturing  or developing PCS systems;  or
               (ii) does not agree in  writing  to  recognize  and  respect  the
               Vendor's  intellectual  property rights in such Licensed Software
               (including,  but not  limited  to,  the  Vendor's  rights  stated
               herein) and to maintain the secrecy of information proprietary to
               the Vendor  regarding  the structure and contents of the Vendor's
               computer   programs   upon  terms   comparable   to  the  Owner's
               undertakings  to maintain  the  confidentiality  of the  Vendor's
               Proprietary Information."

               12.6 Right to Modify AS  Software.  The Owner may add to,  delete
               from, or modify AS Software  modules or menus,  if available from
               the Vendor.  Such  changes or  modifications,  however  extensive
               shall not affect the Vendor's title to the AS Software."

     13.  Amendment to Section 15.  Section 15 of the Contract is hereby amended
by inserting the following  subsections  15.4,  15.5,  15.6, 15.7 and 15.8 after
subsection 15.3:

               "15.4  SCP/HLR  Delay.  (a)  Failure  of the  Vendor to  properly
               deliver, install and test any of the SCP/HLR Products at the then
               existing  HLR  Designated  Switch  Sites in  accordance  with the
               SCP/HLR  Specifications  and the  milestones  set  forth  therein
               applicable to SCP/HLR  Products by the HLR Completion  Dates will
               result in the Vendor  being  liable to pay to the Owner  contract
               cover damages (the "Contract Cover Damages") equal to any and all
               reasonable and actual increased costs or expenses including,  but
               not  limited to,  increased  costs or  expenses  associated  with
               network modifications,  extra equipment,  software or training or
               re-engineering  incurred by the Owner due to the Vendor's failure
               to  deliver,  install  and test the  SCP/HLR  Products by the HLR
               Completion  Dates in accordance with SCP/HLR  Specifications  and
               the HLR Statement of Work.

               15.5  AM/HLR  Interim  Solution.  In order  to meet  the  Owner's
               projected  service date the Vendor will provide to the Owner,  at
               the Vendor's  own sole cost and expense,  and at the Owner's then
               existing HLR Designated Switch Sites,  AM/HLRs pursuant to and in
               accordance with the AM/HLR  Specifications  and the HLR Statement
               of Work as an interim solution so that the Nationwide Network may
               operate in accordance with the Specifications;  provided that the
               Vendor will  continue to use its best  efforts,  at its sole cost
               and expense (but with all reasonable cooperation from the Owner),
               to replace  such interim  AM/HLR  solution  with a  comprehensive
               SCP/HLR system in accordance with the SCP/HLR  Specifications and
               the HLR Statement of Work.

               15.6 AM/HLR Redeployment.  After acceptance of the SCP/HLRs,  the
               Owner  will,  at the  Owner's  sole  discretion,  have the Vendor
               redeploy the AM/HLRs as Access Managers to other sites within the
               System  at the  Vendor's  sole cost and  expense  for any and all
               costs  associated  with  such  redeployment,  including  removal,
               transportation,  and delivery but not installation or the cost of
               such Access  Manager;  provided that if the Access Manager is not
               moved to another  location but redeployed in the same location in
               a separate function or for a separate MSC, the Owner will only be
               liable for the cost of the Access  Manager and the Vendor will be
               responsible  for all  other  costs.  All  payments,  if any,  for
               redeployed  AM/HLRs  will  be  made  by  the  Owner  pursuant  to
               subsection  6.3(a)-(d);  provided that in the event that any such
               redeployment  is to a  PCS  System  which  has  already  achieved
               Substantial Completion then the payment terms of subsection 6.3.1
               will apply.

               15.7 SCP/HLR Delay  Termination.  If after thirty (30) days after
               the  HLR   Completion   Dates  the  Vendor  is  still  unable  to
               satisfactorily  complete the Final Acceptance Tests applicable to
               the SCP/HLRs  and/or any of the SCP/HLR  Products to be delivered
               in accordance with the terms of this Contract (including, but not
               limited to, the SCP/HLR  Specifications)  the Owner will have the
               right (in  addition to any rights under  subsection  15.4 above),
               but not the  obligation,  to  terminate  the  Contract  only with
               respect to the SCP/HLR  Products  and will have the right to seek
               from  the  Vendor  reimbursement  for any of its  reasonable  and
               actual  increased  costs  associated  with  acquiring  reasonable
               replacement  SCP/HLR  Products from a third-party  supplier.  The
               remedies set forth in subsections 15.4, 15.5 and 15.7 will be the
               Owner's  sole and  exclusive  remedies  in the  event  the  Owner
               chooses to terminate the delivery of SCP/HLR Products pursuant to
               the terms of this subsection 15.7.

               15.8 AS  Software  Delay.  With  respect to the AS  Products  and
               Services,  in the event the Vendor  fails to deliver  any such AS
               Statement of Work compliant AS Products and/or AS Services within
               seven (7) days  (except as  provided  below,  the "AS Delay Grace
               Period")  of the  applicable  dates  for  delivery  set  forth in
               Appendix G to Amendment No. 2, the Vendor will (to the extent the
               Owner  will not have  cancelled  the  applicable  order  therefor
               pursuant  to the terms of the  Contract)  credit to the Owner (in
               the form of purchase  credits for any Vendor Products  including,
               but not limited to, AS Products) as  liquidated  damages for such
               late performance for each of the first  [_______________]  beyond
               such AS Delay Grace Period, an amount equal to [________________]
               per day (for such  [________________]  period) of the total price
               of such undelivered or unsatisfactory AS Products or AS Services;
               provided  that upon the timely AS Functional  Acceptance  (on the
               dates originally scheduled for such AS Functional  Acceptance) of
               any such AS  Products  and/or AS  Services,  any delay  penalties
               accrued  therefor shall be forgiven;  and provided further for AS
               Software  "release  0.1" (as  defined in Appendix G) the AS Delay
               Grace Period will be  [____________]  from the delivery dates set
               forth in Appendix G for the delivery of such AS Software  release
               0.1."

     14. Amendment to Subsection 17.1.  Subsection 17.1 is hereby amended to add
the following subsection 17.1.1 after subsection 17.1:

               "17.1.1 AS Products  Warranty.  Notwithstanding  anything  stated
               herein to the contrary,  for the AS Products provided  hereunder,
               the Vendor warrants that, from the date of AS Final Acceptance of
               the  installation and Engineering  thereof,  the AS Products will
               materially  conform with and perform the  functions  set forth in
               the AS Statement of Work, to the extent  applicable,  and will be
               free from Defects and Deficiencies for a warranty period (each as
               applicable,  an "AS Product Warranty  Period") of (i) in the case
               of AS  Software,  ninety  (90)  days  and  (ii) in the case of AS
               Equipment,  one (1)  year.  In the  case of AS  Software,  the AS
               Product  Warranty Period  applicable to any such AS Software will
               be  automatically  extended  for a new  ninety  (90)  day  period
               commencing  on the  date  of  the  completion  of any  applicable
               Software   Upgrade   and/or   Software   Enhancement   upon,  and
               simultaneous   with,  any  Software   Upgrade   and/or   Software
               Enhancement  issued  pursuant  to the terms of Section 12. To the
               extent the Owner  orders  additional  AS Products  not  otherwise
               covered pursuant to Appendix G to Amendment No. 2 from the Vendor
               in  accordance  with  the  terms  of this  Contract,  any such AS
               Products so ordered by the Owner and  delivered  and installed by
               the Vendor or its  Subcontractors  will be  warranted to the same
               extent as set forth  above,  from the earlier of (i) the date the
               Owner puts such  additional AS Products into In Revenue  Service,
               (ii) the date of the Owner's  acceptance  of such  additional  AS
               Products  and (iii)  thirty (30) days after the Vendor  completes
               the installation of such additional AS Products."

     15.  Amendment to Subsection  17.7.  Subsection  17.7 is hereby  amended by
deleting the "or" at the end of clause or subsection 17.7.5, and placing an "or"
at the very end of clause or  subsection  17.7.6 and by inserting  the following
new clause or subsection 17.7.7:

               "17.7.7 Owner  modifications to SCP/HLR  Software  (including the
               Platform   Software  in  SCP/HLR   Hardware)   done  pursuant  to
               subsection  12.5 and/or Owner  modifications  to AS Software done
               pursuant to subsection 12.6."

     16.  Amendment to Subsection  20.2.  Subsection  20.2 is hereby  amended by
adding in the second line thereof after "15.3," and before "17.4," "15.4,  15.5,
15.6, 15.7, 15.8".

     17.  Amendment to Subsection  22.2.  Subsection  22.2 is hereby  amended by
adding subsection 22.3 after subsection 22.2:

               "22.3 AS  Products  Risk of Loss.  Risk of loss as to AS Products
               will  pass  to  the  Owner  upon  the  delivery  to  the  Owner's
               designated location."

     18.  Cross  References.  All  references  in the  Contract  to Section  and
subsection  numbers of the Contract will be amended  accordingly  to reflect the
changes made by this Amendment.

     19.  NO  OTHER  AMENDMENTS.  EXCEPT  AS  EXPRESSLY  AMENDED,  MODIFIED  AND
SUPPLEMENTED  HEREBY, THE PROVISIONS OF THE CONTRACT ARE AND WILL REMAIN IN FULL
FORCE AND EFFECT AND  NOTHING IN THIS  AMENDMENT  NO. 2 WILL BE  CONSTRUED  AS A
WAIVER OF ANY OF THE RIGHTS OR OBLIGATIONS OF THE PARTIES UNDER THE CONTRACT.

     20.  Governing  Law.  This  Amendment No. 2 will be construed in accordance
with and  governed by the laws of the State of Missouri  without  regards to the
laws and  principles  thereof which would direct the  application of the laws of
another jurisdiction.

     21. Descriptive Headings. Descriptive headings are for convenience only and
will not control or affect the meaning or construction of any provisions of this
Amendment No. 2.

     22.  Counterparts.  This  Amendment  No. 2 may be executed in any number of
identical  counterparts,  each of which will  constitute  an original but all of
which when taken together will constitute but one contract.
                                                *    *    *    *    *


<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  to be signed by their  duly  authorized  representatives  on the date
first above written.

                                        SPRINT SPECTRUM EQUIPMENT COMPANY, L.P.,
                                        as the Owner


                                        By: /s/ Arthur A. Kurtze
                                        Name:   Arthur A. Kurtze
                                        Title: Chief Operating Officer

                                        LUCENT TECHNOLOGIES INC.,
                                        as the Vendor


                                        By: /s/ James P. Goodman
                                        Name:   James P. Goodman
                                        Title:  Sales Vice President




<PAGE>



                                   APPENDIX A



                      AM/HLR Description and Specifications



<PAGE>


                                   APPENDIX B



                     SCP/HLR Description and Specifications




<PAGE>


                                   APPENDIX C



                             [Intentionally Omitted]




<PAGE>


                                   APPENDIX D1



                       Lucent/Nortel License Agreement-HLR



<PAGE>



                                   APPENDIX D2



                      Lucent/Nortel License Agreement-OAM&P






<PAGE>


                                   APPENDIX E



                              HLR Statement of Work


<PAGE>


                                   APPENDIX F


                                 SCP/HLR Prices


<PAGE>


                                   APPENDIX G


                           AS/OAM&P Statement of Work


<PAGE>


                                   APPENDIX H


                             [Intentionally Omitted]


<PAGE>


                                   APPENDIX I


                                 AS/OAM&P Prices


<PAGE>


                                   APPENDIX J


                             [Intentionally Omitted]


<PAGE>


                                   APPENDIX K


        Application Software Products Acceptance Procedures and Criteria



APPLICATIONS SOFTWARE ACCEPTANCE:

     To be delivered pursuant to mutual agreement of the Parties pursuant to the
terms of Amendment No. 2.

<PAGE>


                                   APPENDIX L

         Application Software Products Maintenance and Support Services

6.1      GENERAL

     The provisions of this Appendix L apply to the furnishing of maintenance AS
Services by the Vendor for AS Software furnished by the Vendor.  This Appendix L
in no way limits,  modifies or otherwise  amends the Vendor's  obligations as to
maintenance Services for other Products pursuant to the terms of the Contract.

6.2      DEFINITIONS

     For the  purposes of this  Appendix L, the  following  terms shall have the
meanings indicated below:

     (a) "AS  Severity  Level"  means  the  priority  status  of an AS  Software
condition  that is indicative  of the severity of the reported  condition as set
forth in the table below.

     (b) "Corrective  Maintenance" means maintenance performed or required to be
performed  by the Vendor upon  written or oral request of the Owner to correct a
Defect in the AS Software.

     (c) "Maintenance  Updates",  to be provided from time to time by the Vendor
but in any event, at least monthly, consist of at least the following:

               (i)  revised  object code as  appropriate  for AS Software in the
               same  machine-readable  storage  media  form as the  original  AS
               Software; and

               (ii) new or  modified AS Software  documentation  or  information
               regarding such documentation.

     (d)  "Problem  Resolution  Management"  means the  procedures  and  actions
performed or required to be performed by the Vendor upon written or oral request
of the Owner to act in an ombudsman-type capacity and investigate and manage the
resolution of a reported condition so that the Owner has a single interface that
is  engaged in  pursuing a problem  through  to its  resolution.  This  includes
Corrective  Maintenance in the case of a reported Defect in AS Software  covered
by the Contract.

     (e)  "Response  Time" means the maximum  period of time,  in hours,  within
which the Vendor will acknowledge the Owner's written or oral  notification of a
Defect,  make an initial  assignment of the  appropriate  AS Severity  Level and
initiate corrective action and escalation procedures.

6.3      SERVICE DESCRIPTION

     Maintenance  AS Services for AS Software  include,  but are not limited to,
fixed-term  Service and AS/T&M  Service.  Unless  otherwise  agreed by Vendor in
writing,  maintenance AS Service is only available for the then present  generic
and the then immediately preceding generic.

     (a) Fixed-term maintenance AS Service consists of procedures, as determined
by the Vendor for particular AS Software and for fixed  periods,  to keep the AS
Software  operating  consistent  with the AS Statement of Work. Such AS Services
include diagnostic  Service using on-site or remote techniques,  as appropriate,
to analyze a problem and prescribe  remedial  action,  and mandatory  escalation
procedures to provide successively higher levels of expertise.  Such AS Services
do not include  support for  administrative,  operational,  or keyboard  command
questions.  Fixed-term maintenance AS Services will be rendered primarily during
the Service hours reasonably requested by the Owners.

     (b) Each  order  for  fixed-term  maintenance  AS  Services  shall be for a
minimum of one (1) year and shall  commence on the date set forth in the Owner's
order  therefor.   The  Vendor  shall  give  written  notice  of  the  impending
termination  of an order at least  sixty  (60)  days  prior to the date for such
renewal,  at which time the Owner may consider renewal, in its sole and absolute
discretion.

     (c) AS/T&M Service  includes,  on a call-by-call  basis and on the basis of
the Vendor's AS Services  personnel  availability,  technical  assistance  using
on-site or remote techniques,  as appropriate,  to analyze a problem,  prescribe
remedial action and, if ordered, make necessary repairs to AS Products.

6.4      ELIGIBILITY FOR MAINTENANCE SERVICE

     AS Software  installed  by the Vendor is eligible for  maintenance  Service
without  initial  evaluation  by the Vendor  provided the Service  commences not
later than the end of the Warranty Period.

     In all  other  situations,  the AS  Software  shall  not  be  eligible  for
maintenance  Service  until  the  Vendor,  at its  option,  has made an  initial
evaluation  to  determine  whether  modifications  are  required  to make the AS
Software eligible.  If, in the Vendor's reasonable  judgment,  modifications are
required for this  purpose,  the Vendor will provide an estimate to the Owner of
the costs of making such  modifications.  The Owner will be invoiced at Vendor's
then standard  reasonable  rate for such  evaluation and any such  modifications
furnished by the Vendor and accepted by the Owner.

6.5      PERIODS OF AS MAINTENANCE SERVICE

     AS Maintenance Service will be provided twenty-four (24) hours a day, three
hundred  sixty-five (365) days a year, unless otherwise agreed by the Parties in
writing.

6.6      AS MAINTENANCE SERVICE EXCLUSIONS

     Unless  expressly  agreed by Vendor,  maintenance  Services  to be provided
under this Appendix L will not include:

     (a) Work  external to the AS Software,  whether or not on the AS Software's
Designated Processor;

     (b) Making AS Specification  changes or performing  Services connected with
relocation of the AS Software;

     (c) Such  Service  which is  impractical  for  Vendor to render  because of
changes  not  authorized  by  Vendor  in  the  Designated  Processor,   hardware
configuration or Vendor's AS Software; and

     (d)  Modification  or  replacement  of AS  Software,  repair of damage,  or
increase in Service time caused by:

               (i)  Failure  to  provide  a  reasonably   suitable   operational
               environment  with all  facilities  prescribed  by the  applicable
               manual including,  but not limited to, the failure to provide, or
               the failure of, reasonable electrical power, air conditioning, or
               humidity control;

               (ii) The use of the AS  Software  in a manner  not in  accordance
               with the AS Statement of Work (except as otherwise  authorized by
               the Vendor);

               (iii) Accident; disaster, which shall include, but not be limited
               to, fire,  flood,  water,  wind,  and lightning  (but only to the
               extent such AS Software should not have withstood such conditions
               pursuant to and in  accordance  with the AS  Statement  of Work);
               transportation not provided by or arranged by Vendor; neglect, or
               misuse by anyone other than Vendor,  its  employees,  agents,  or
               subcontractors;

               (iv)  Modifications,  maintenance,  or repairs performed by other
               than Vendor, its employees, agents, or subcontractors;

               (v) The  conversion  from  one  Vendor  AS  Software  release  to
               another,  or the failure of Owner to reasonably  apply previously
               applicable  modifications and corrections furnished by the Vendor
               (excluding any items in Appendix G); and

               (vi)  The  use of the  AS  Software  in  combination  with  other
               Software not furnished by Vendor,  except where such combinations
               are specified in Vendor's  Specifications  for the AS Software or
               are  approved  by Vendor in  writing;  provided  that any  Nortel
               Software (as defined in the Nortel  Agreement) shall be deemed to
               be  authorized  by the  Vendor for any such  combinations  to the
               extent such Nortel  Software needs to  interoperate  or otherwise
               integrate with the AS Software in order for the entire Nationwide
               Network to operate with the AS Software.

     At the request and acceptance of the Owner,  the Vendor will perform any of
the following  Services at the Vendor's  reasonable rates and terms in effect at
the time of such request.

6.7      MAINTENANCE OF RELOCATED AS SOFTWARE

     AS  Software  Serviced  under  the  Contract  which  is  moved  to  another
Designated  Processor  within the Territory  shall  continue to be covered under
this  Agreement  provided  that the Vendor has received  fifteen (15) days prior
written notice of such relocation and, if requested by Vendor,  the Parties have
renegotiated the objective response time selected by the Owner in the order. The
Vendor reserves the right to supervise the unloading of the AS Software from the
original  processor  and to inspect  and  reinstall  the AS  Software at the new
installation location; provided that in such event, the Vendor must exercise any
such  rights,  promptly  and in a  workmanlike  manner.  If the Owner  elects to
utilize the Vendor's services hereunder, the Owner shall be charged for all such
work performed by Vendor at the Vendor's then reasonable rates.

6.8      SCOPE OF AS SOFTWARE MAINTENANCE AS SERVICES

     (a) All Designated  Processors covered for maintenance AS Services shall be
listed in the order along with their physical  location and serial numbers.  The
Owner may add or delete any Designated Processor upon the Owner's written notice
to the Vendor. Unless otherwise agreed by the Vendor in writing,  maintenance AS
Services  will be  provided  to  support  only  the  then  present  generic  and
immediately preceding generic of each AS Software System for which such Services
are offered.

     (b) The Vendor shall  provide a telephone  contact point at which the Owner
can  notify  the  Vendor of the need for AS  Software  maintenance  AS  Services
twenty-four  (24) hours per day,  seven (7) days per week.  In  accordance  with
provisions of the order a trained,  knowledgeable,  technically qualified Vendor
representative  will promptly respond to the Owner.  Such response will serve to
acknowledge  receipt  of  notification  and to  obtain  from the  Owner a verbal
description  of the  nature  of the  need  for  maintenance  AS  Services.  Such
representative shall analyze the problem,  using data provided by the Owner, and
provide the Owner with timely  program  corrections to either fix the problem or
provide a procedure for working around the problem. If a work-around is provided
by the Vendor,  the Vendor shall,  on a best efforts  basis,  subsequently  (but
promptly) provide a permanent solution to such problem.

     (c) The Vendor shall,  within a reasonable  period of time after making any
correction  to the AS  Software  as  described  herein,  provide  any  necessary
revisions to the Vendor  documentation  related to the AS Software  ("AS Related
Documentation").

     (d) If it is  determined  that the AS Software is operating  in  accordance
with the AS Statement of Work and the  reported  problem  arose from the Owner's
unauthorized  use of the AS  Software,  the Vendor shall be entitled to Vendor's
reasonable   standard  charges  for  any  reasonable  effort  spent,   including
reasonable  personnel  travel and reasonable  subsistence,  if any, to diagnose,
analyze, and resolve such problem.

6.9      DESCRIPTION OF AS SOFTWARE CORRECTIVE MAINTENANCE SERVICES

         A.  DIAGNOSTIC SUPPORT

     The Vendor will provide diagnostic support of Defects reported by the Owner
including  isolation of the Defect to one of the  following  areas:  (1) Program
Problems:

          (a) AS Software

          (b) AS Related Documentation

     (2) Other Problems:

           (a)      Owner Operational Problems

           (b)      Data Base Problems

           (c)      Hardware and Firmware Problems

           (d)      Other Interfacing AS Systems Problems

         B.       CORRECTIVE ACTION

     The  Vendor  will  provide  the  following  types of  corrective  action as
follow-up to the diagnostic support.

     (1) AS SOFTWARE DEFECTS

     (a) AS  Software - In  response to  maintenance  requests,  the Vendor will
provide  required  Corrective  Maintenance,  in accordance  with the AS Severity
Levels and Corrective Actions specified below for the AS Software in two ways:

                    (i) AS Emergency  Fixes - Vendor will provide  fixes such as
                    patches or changes to  operational  methods when it has been
                    determined  that the Defect is in the AS Severity Level 1 or
                    2 classification;

                    (ii) AS  Maintenance  Update - A  maintenance  update to the
                    standard  AS Software  release  will be issued on a periodic
                    basis to provide a fix to a group of conditions.

                    (iii)  AS  Related  Documentation  -  If  the  condition  is
                    isolated  to  the  AS  Related   Documentation  for  the  AS
                    Software,  the corrected  documentation will be given to the
                    Owner as part of the AS  Maintenance  Update or AS Emergency
                    Fix procedures.

     (2) OTHER PROBLEMS

     The Vendor will perform Problem Resolution Management for all components of
the total system, including AS Software, hardware and Firmware as follows:

     (a) Owner  Operational  Problems - If the condition is determined to be the
result of  unauthorized  use or misuse of the AS System by the Owner, it will be
referred back to the Owner by the Vendor. At the Owner's request the Vendor will
prepare a proposal for billable effort to correct such nonstandard use.

     (b) Data Base Problems - If the condition is determined to be the result of
corruption of the AS Software data base,  and such  corruption is not the direct
result of the AS Software,  the  condition  will be referred  back to Owner.  At
Owner's  request  and at  Vendor's  option,  Vendor may  prepare a proposal  for
billable effort to correct Owner's data base.

     (c)  Hardware/Firmware  Problems - When a  condition  has been  isolated to
hardware or Firmware  associated with the AS Software,  it will be referred back
to the Owner by Problem  Resolution  Management  personnel for disposition under
whatever maintenance arrangement the Owner may have.

     (d) Other Interfacing  Systems Problems - If the condition is determined to
be caused by mechanized  systems  other than the AS Software,  including but not
limited to those systems,  excluding any and all systems and/or products,  which
interface  with  the AS  Software,  it will be  referred  to  Owner  for  action
authorized and/or contemplated in Appendix G.

     (3) USER DOCUMENTATION

     Documentation will be provided for AS Maintenance Updates which will enable
the Owner to train its personnel in the operation of the AS Software as modified
by such releases.

     (4) NOTIFICATIONS OF CORRECTIONS

     The Vendor will issue bulletins periodically,  but not less than quarterly,
that describe  known Defects in the AS Software or known  interface  hardware or
Firmware Defects and the availability of corrections for them. Bulletins will be
provided to the Owner during the period in which Owner is receiving  maintenance
AS Services under the Contract for the applicable AS Software. The Owner will be
responsible for distribution of such bulletins within its own company;  provided
that the Vendor will use reasonable efforts to forward any such bulletins to the
appropriate personnel at the Owner then known to the Vendor.

     (5) CORRECTIVE MAINTENANCE RESPONSIBILITY

     The Owner  agrees to  install  the  corrections  or  replacements  provided
pursuant to the terms of this Contract as promptly as possible.  Owner's failure
to install  emergency fixes or patches or releases will cause the AS Software to
be considered nonstandard until all such fixes are installed.

     (6) [Intentionally Omitted]

     (7) PROBLEM DIAGNOSIS MATERIALS

     The Owner will use its reasonable  efforts to cooperate with the Vendor, in
the Vendor's  performance of its obligations  under and/or pursuant to the terms
of this Appendix L.

     (8) SEVERITY CONDITIONS AND PRIORITIZATION

     The Vendor shall  perform AS Problem  Resolution  Management  in accordance
with the AS System severity  condition after it has been assigned an AS Severity
Level by the Owner. The priority for problem condition  resolution will be based
on the AS Severity Level of outstanding reported conditions. AS Severity Level 1
conditions will receive top priority support.  In the event that notification of
a condition with a AS Severity Level 1 supplants and redirects  efforts expended
on a AS Severity Level 2 condition,  the Vendor will notify the Owner  reporting
such AS Severity  Level 2 condition that there will be a delay in correcting the
AS  Severity  Level 2  condition  and will  reschedule  efforts to correct  that
condition.

     (9) ESCALATION PROCEDURES

     The Vendor will observe the following escalation procedures:

     (a) AS Severity  Level 1 - In the event of a AS Severity  Level 1 condition
that is still  unresolved  four (4) hours after the  condition is reported,  the
Vendor  will  notify  the  Vendor's  supervisory  management  of the  unresolved
condition.  If the AS Severity Level 1 condition is still  unresolved  eight (8)
hours after the  condition  is  reported,  the next  higher  level of the Vendor
supervisory management will be notified of the unresolved condition.

     (b) AS Severity  Level 2 - In the event of a AS Severity  Level 2 condition
that is still unresolved twelve (12) hours after the condition is reported,  the
Vendor  will  notify  the  Vendor's  supervisory  management  of the  unresolved
condition.  If the AS Severity Level 2 condition is still unresolved twenty-four
(24) hours after the  condition  is  reported,  the next higher  level of Vendor
supervisory management will be notified of the unresolved condition.

     (10) HOT-LINE SERVICE

     The Vendor  will  provide an "800  Hot-Line"  telephone  Service for direct
telephone support to the Owner in an emergency  situation.  This Service will be
available  twenty-four  (24) hours a day,  seven (7) days a week for AS Severity
Levels 1 and 2 conditions only.  Prior to placing the call to the Hot-Line,  the
following steps shall have been completed by the Owner with assistance of Vendor
when necessary:

     (a)  Identification  of the  condition  and its  isolation  to a particular
component of the AS System believed to be the Vendor's responsibility.

     (b) Collection of sufficient  supporting  documentation from the system for
inclusion in the trouble report.

     (c) Determination that there are no outstanding program fixes which correct
the condition.

     Once the  solution is found,  the Vendor will supply it for testing and use
on the failed system.

     (11) NORMAL TROUBLE-REPORTING PROCEDURES

     Owner requirements and routines for reporting AS Severity Levels 2, 3 and 4
conditions are as follows:

     (a)  The  Owner  shall  prepare  a  trouble  report,  including  supporting
documentation and forward it to the Vendor.

     (b) The Owner may also  telephone  the Vendor's  Operation  Support  Center
(OSC) for answers to general operational  questions about the AS Software and/or
assistance in correcting Severity Level 3 and 4 conditions. The return call will
either provide the requested  information,  request additional  information,  or
report on the status of corrective action on the trouble report.

     (c) The calling Owner's personnel shall provide the following information:

                         Caller's   name,   location,   and  company   Call-back
                         telephone  number System name,  location  Generic issue
                         Processor  location,  type and serial  number Nature of
                         question or situation.

     (12) RESPONSE TIME

     The Vendor will provide a one (1) hour Response Time during the twenty-four
hour seven day a week coverage  period (the  "Standard  Coverage  Period").  The
response will involve the  establishment  of a mutually  agreed-upon AS Severity
Level for the  condition.  Appropriate  Corrective  Maintenance  and  escalation
procedures  will begin  during the Standard  Coverage  Period.  However,  at the
Owner's request,  the Vendor will immediately  initiate  Corrective  Maintenance
activities during other periods for a AS Severity Level 1 condition.


                    AS SEVERITY LEVELS AND CORRECTIVE ACTIONS

=========== ------------------------------ =====================================
AS
SEVERITY             CONDITION                                     ACTION
=========== ------------------------------ =====================================
LEVEL 1     This condition exists when      The Vendor will develop an emergency
            the AS System is completely     bypass or a fix to enable the
            inoperative, and it is not      licensed AS Software to function
            usable by the Owner. The        until the condition is resolved or
            inoperative portion of the      make necessary changes to such AS
            licensed Software completely    Software to restore it to
            restricts the Owner's           operating condition.
            operation.
=========== ------------------------------ =====================================
LEVEL 2     This condition exists when      The Vendor will initiate problem
            the AS System is partially      correction procedures and will
            inoperative, but it is still    continue them until the condition is
            usable by Owner.  The           resolved or corrected. The Vendor
            inoperative portion of the      will notify the Owner of any
            licensed AS Software severely   resolution or corrections, which
            restricts the Owner's           will be in the form of procedure or
            operations but has a less       program changes.  If a bypass proce-
            critical effect than a AS       dure is utilized, the condition will
            Severity Level 1 condition.     be reclassified to AS Severity
                                            Level 3.
=========== ------------------------------ =====================================
LEVEL 3      This condition exists when     The Vendor will initiate problem
             the AS System is usable by     resolution and correction procedures
             the Owner but with limited     with the objective of resolving or
             functions.  The condition is   correcting the condition and
             not critical to Owner          scheduling any correction, replace-
             operations and does not        ment, or change for inclusion in
             severely restrict such         future scheduled release of the
             operations                     licensed AS Software and/or its
                                            related documentation.
============ ----------------------------- =====================================
LEVEL 4      This condition exists when     The Vendor will initiate problem
             the AS System is usable by     resolution and correction procedures
             the Owner and a means of       with the objective of resolving or
             circumventing the condition    correcting the condition and may
             has been found.  The condi-    schedule any correction, replacement
             tion does not materially       or change for inclusion in a future
             affect Owner operations        release of the licensed AS Software.
             or service.
============ ============================= =====================================


<PAGE>



                                TABLE OF CONTENTS
                                                                            Page

1.        Definitions......................................................... 1

2.        Agreements.......................................................... 2

3.        Amendment to Subsection 1.1......................................... 3

4.        Amendment to Subsection 2.2......................................... 8

5.        Amendment to Subsection 2.5......................................... 9

6.        Amendment to Subsection 2.20........................................ 9

7.        Amendment to Subsection 2.22........................................ 9

8.        Amendment to Subsection 2.23....................................... 10

9.        Amendment to Subsection 6.1........................................ 11

10.       Amendment to Subsection 6.3........................................ 11

11.       Amendment to Section 9............................................. 12

12.       Amendment to Section 12............................................ 14

13.       Amendment to Section 15............................................ 16

14.       Amendment to Subsection 17.1....................................... 17

15.       Amendment to Subsection 17.7....................................... 18

16.       Amendment to Subsection 20.2....................................... 18

17.       Amendment to Subsection 22.2....................................... 18

18.       Cross References................................................... 19

19.       NO OTHER AMENDMENTS................................................ 19

20.       Governing Law...................................................... 19

21.       Descriptive Headings............................................... 19

22.       Counterparts....................................................... 19



<PAGE>


APPENDICES

Appendix A.................................AM/HLR Description and Specifications
Appendix B................................SCP/HLR Description and Specifications
Appendix C...............................................[Intentionally Omitted]
Appendix D1..................................Lucent/Nortel License Agreement-HLR
Appendix D2................................Lucent/Nortel License Agreement-OAM&P
Appendix E.................................................HLR Statement of Work
Appendix F........................................................SCP/HLR Prices
Appendix G............................................AS/OAM&P Statement of Work
Appendix H...............................................[Intentionally Omitted]
Appendix I.......................................................AS/OAM&P Prices
Appendix J...............................................[Intentionally Omitted]
Appendix K......Application Software Products Acceptance Procedures and Criteria
Appendix L........Application Software Products Maintenance and Support Services