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





         AMENDMENT  NO. 1  ("Amendment")  dated as of  October  24,  1996 to the
Purchase and Supply  Agreement dated as of June 21, 1996,  among Sprint Spectrum
L.P.,  a  Delaware  limited   partnership  (the  "Owner"),   QUALCOMM   Personal
Electronics,   a  California  general   partnership  (the  "Vendor"),   QUALCOMM
Incorporated,  a Delaware corporation, as a guarantor and Sony Electronics Inc.,
a Delaware  corporation,  as a guarantor (each guarantor together with the Owner
and the Vendor, the "Parties").


                                    RECITALS:


         WHEREAS,  the Owner,  the Vendor and the  guarantors  are  parties to a
certain   Purchase  and  Supply  Agreement  dated  as  of  June  21,  1996  (the
"Contract"), and


         WHEREAS, the Parties desire to amend the Contract.


         NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, the Parties 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.
References to  "Specifications"  include the modifications to the Specifications
set forth in the Consent to Specification  Deviation executed by the Parties and
dated September 24, 1996.

         2.        Agreements.


         (a) The Owner hereby waives  its  rights  to (i) only those  liquidated
damages under Section 4 of the Contract which have accrued as of the date hereof
and are  due with  respect to the  Products which  were to be  delivered  by the
Vendor prior to the  date hereof and (ii) terminate  the Contract now or in  the
future  pursuant to the Contract's  treatment under  subsection 4.2(e) of Vendor
Product delivery  delays that  have occurred  prior to the date hereof.  Nothing
contained in this clause (a) shall in any way amend,  waive or otherwise  modify
the Owner's  rights  under the  Contract  as amended  hereby in the event of any
Vendor  delivery delay after the date hereof;  provided,  however,  any delivery
delays  that  occurred  prior  to  the  date  hereof  shall  not be  taken  into
consideration with respect to any future application of subsection 4.2(e) of the
Contract.


         (b)  Notwithstanding  the terms of the Contract and any Purchase Orders
delivered to the Vendor prior to the date hereof, the Vendor shall have and hold
specifically for the Owner the following  quantities of Specification  compliant
Subscriber Units (and their Material Accessories) at its manufacturing  facility
in San Diego, California no later than the dates set forth below:


           Date            Amount

         10/27/96          30,000
         11/10/96          70,000
         12/01/96          60,000
         12/05/96          20,000
         12/10/96          20,000

         It is agreed by the  Parties  that the  quantities  and dates set forth
above are firm and that no grace  periods  (including,  but not  limited to, the
Delay Grace Period) will apply to these dates and/or  quantities.  To the extent
the  quantities  of Products  set forth above are  manufactured  and held as set
forth in this clause (b) and clause (c) below by the dates set forth above,  the
Vendor  may  invoice  the  Owner  for  such  manufactured,   held  and  verified
Specification  compliant  Products  at the  prices  set forth on  Appendix  1 as
amended  hereby.  The 20,000  Subscriber  Units  to be  manufactured and held on
December 10, 1996, as set forth  above,  will be divided  between  10,000 "blue"
Subscriber  Units and 10,000 "green"  Subscriber  Units and  the Owner  and  the
Vendor will work together in good faith to promptly  agree and  establish  color
samples for such colored Subscriber Units;  provided,  however, in the event the
Parties fail to promptly reach such agreement, then the color of such Subscriber
Units shall be as set forth in Exhibit A1 and their  price shall not include the
price increase set forth in "Note 3" to Appendix 1. It is  expressly  understood
and  agreed by the  Parties  that in  the event the Vendor  shall for any reason
(other than an event  constituting a Force Majeure  pursuant to subsection 11.17
of the Contract in which case the terms of subsection 11.17 shall apply) fail to
comply with any  of the specific dates,  quantities  and other  requirements set
forth  in  this  clause (b) by  not  having  and  holding  such  quantities   of
Specification  compliant  Subscriber  Units  (and  their  Material  Accessories)
specifically for the Owner (as  verified  in  accordance with  clause (c) below)
at  the   Vendor's   manufacturing  facility  in  San Diego,  California,  then,
notwithstanding anything in the Contract to the contrary,  the Owner will  have
the right,  based upon the Owner's needs and  requirements, as determined in the
Owner's sole and absolute discretion and upon giving the Vendor  written notice,
within  three (3) Business Days  following  such failure or notice of failure by
the Vendor,  of the Owner's  election to  proceed  under either subclause (i) or
(ii) below, to:


(i) if the Owner does not need such Products, immediately (and without any grace
period whatsoever)  cancel, without  payment or penalty to  either the Vendor or
the Owners, any such  missing quantity  by lowering the Total Minimum Commitment
by the amount of such missing and or unverified Products; provided, that in such
event the Owner will have  the right  and the Vendor will  be obligated to treat
such  canceled  quantity of  Products  exactly  as  the  additional  thirty-five
thousand (35,000) Subscriber Units are being treated under  subsection 5.2(g) of
the Contract as added pursuant to this Amendment; or

(ii) if  the  Owner  does  not  need  such  Products,  accept such Specification
compliant Products as and when provided and verified by Vendor;  provided,  that
the  price of  any such  late Products  will be  reduced  by (x) one-half of one
percent (1/2%) for each  day late  (without any grace period whatsoever) and (y)
on the thirtieth day late, an additional five  percent (5%). In the  event  such
late Products are in excess of thirty (30) days late (starting  at 5:00 p.m. San
Diego time  on the  scheduled dates set forth  above), the Owner will again have
the right to cancel such late  Products as set forth  in subclause (i)  above to
the extent such  rights were not previously  exercised by the Owner with respect
to such late Products.

         (c) Any  Products  manufactured  and held  pursuant to clause (b) above
will be held by the Vendor in separately  identifiable  inventory, in individual
boxes or bulk  storage  boxes,  at the  Vendor's  manufacturing  facility in San
Diego,  California specifically for the Owner and any such held quantities will,
on or before the delivery  dates set forth  above,  be verified by the Vendor in
writing  to the Owner  identifying  the  quantity,  location,  model and  serial
numbers of the Products so held and further  identifying  such Products as being
held  for the  Owner  pursuant  to the  Contract  (provided  that  the  Vendor's
verification  of the  first  thirty  thousand  (30,000)  Subscriber  Units to be
available on October 27, 1996, will be dated November 4, 1996).  The Vendor will
provide  the Owner and its  personnel  reasonable  access to its  facilities  to
physically  verify the  availability  and  continued  maintenance  of  delivered
Products held for the Owner;  provided,  that the Owner will exercise its rights
(to the extent not previously  exercised) to physically  verify the availability
and continued maintenance of any such Products already verified by the Vendor to
the Owner  pursuant to and in accordance  with the first  sentence of clause (c)
within five (5) days after  receipt of any such  written  verification  from the
Vendor and provided  further  that  nothing  herein will prevent the Vendor from
sending an invoice to the Owner for any Vendor verified Products at any time (i)
after the Owner shall have  notified  the Vendor in writing of its intent not to
physically verify the availability and continued maintenance of such Products or
(ii) after  expiration of such five day period if the Owner  neither  physically
verifies nor provides notice of the Owner's  intention not to physically  verify
(in which event the Owner shall be deemed to have  verified  for purposes of the
third  sentence of clause 2(b)  above).  The Vendor will hold all such  Products
until  such time as the Owner  provides  written  notice to the  Vendor  that it
desires to have all or any portion of such held  Products  delivered  to the FOB
point for shipment;  provided, that the Owner will provide the Vendor with three
(3) days prior  written  notice to  individually  box any  Products  held by the
Vendor in bulk storage based upon a Vendor  individual box packaging  ability of
five thousand (5,000) Subscriber Units (and their Material Accessories) per day.
If for any  reason  the  Vendor  shall not,  on the  date(s)  scheduled  for the
delivery thereof, deliver to the FOB point any Products held for the Owner which
have been paid for by the Owner, then  (notwithstanding  subsection 11.17 of the
Contract), the Owner will have the absolute right to the immediate refund of any
monies paid to the Vendor for any such held but undelivered  Products,  and such
right will be in addition to any and all rights (subject to subsection  11.17 of
the  Contract)  the Owner may  otherwise  have in Contract or in law in any such
event.


         (d) The Vendor  will have a release of  software  ready for  conducting
phase 2 NSOTASP interoperability testing with the Owner's infrastructure vendors
on  November  15,  1996.  This  release of Software is intended to have and this
phase of testing is intended to verify the following NSOTASP functionality:  (a)
default factory configuration  complies to section 3.1 of IS-683; (b) an NSOTASP
call can be successfully  completed;  (c) a PCS call can be originated using the
newly  programmed  mobile;  (d) a PCS voice call can be  terminated by the newly
programmed mobile; (e) programming lock works properly; (f) the parameters of an
activated  mobile can be modified by an NSOTASP call;  (g) no permanent  data is
changed if the call is  terminated  before the  "Commit;"  (h) verify the PRL is
stored properly; and (i) mobile functions properly after downloading a list with
PRL with a size exceeding MAX_PR_LIST_SIZE.  Following successful passing of all
these phase 2 tests,  the Vendor  will,  within four weeks,  be in a position to
conduct  CDG  testing  with  the  Owner's  infrastructure  vendors.  Any and all
Subscriber  Units held at the Vendor's  facilities will be promptly  upgraded by
the Vendor to have such NSOTASP  Software upon  availability of NSOTASP Software
and  within  the  time  for  implementing  such  feature,  in each  instance  in
accordance  with and  pursuant  to the terms and  conditions  of Section  4.5 of
Exhibit A-1 of the Contract. The Vendor may invoice the Owner and the Owner will
pay  to  the  Vendor  $3.85  for  the  upgrading  of  each  such  satisfactorily
OTASP-upgraded Subscriber Unit.


         (e) The  liquidated  damages  provisions  of  subsection  4.2(a) of the
Contract  shall  not  apply  to  those  1996   forecasted   Products  which  are
specifically subject to liquidated damages,  price reduction and/or cancellation
pursuant to the provisions of subsection 2(b)(i) or 2(b)(ii) of this Amendment.


         3. Amendment to Subsection 3.2(a). Subsection 3.2(a) of the Contract is
hereby amended by deleting the seventh sentence thereof  commencing "For each of
the Initial Subscriber Units ..." in its entirety.


         4. Amendment to Subsection 3.2(b). Subsection 3.2(b) of the Contract is
hereby amended by (i) changing the  definition of "Total Minimum  Commitment" in
the first sentence  thereof from  one million one  hundred ninety five  thousand
(1,195,000)  Subscriber  Units  to  "one  million  one  hundred  sixty  thousand
(1,160,000)Subscriber  Units" and (ii) changing the  definition of "First Annual
Minimum Commitment" in the second sentence thereof from  two hundred thirty five
thousand  (235,000)   Subscriber  Units  to  "two  hundred   thousand  (200,000)
Subscriber Units".


5. Amendment to Subsection 5.1. Subsection 5.1 of the Contract is hereby amended
by  adding a new  subsection  5.1(d)  immediately  after  subsection  5.1(c)  as
follows:

                  "(d)  Notwithstanding  anything stated herein (including,  but
         not limited to,  Schedule 8 hereto) to the contrary,  to the extent the
         Owner shall have  forecasted for the delivery of any  Accessories,  the
         Owner may reduce the aggregate Accessory deliveries  forecasted for the
         first  three  (3)  months of 1997,  by an amount  equal to no more than
         [______]  percent of the amount of  Accessories  purchased by the Owner
         from the  Vendor  in 1996  (over  and  above  any  quantity  reductions
         available to the Owner for the first three (3) months of 1997  pursuant
         to  subsection  5.1);  provided,  that  any  such  reduction  shall  be
         distributed evenly over the first three (3) months of 1997."


6. Amendment to Subsection 5.2. Subsection 5.2 of the Contract is hereby amended
by  adding a new  subsection  5.2(g)  immediately  after  subsection  5.2(f)  as
follows:

                  "(g)  Notwithstanding  anything stated herein to the contrary,
         at any time  throughout  the Initial Term the Owner may in its sole and
         absolute  discretion choose to order up to  [_____________]  additional
         Specification   compliant   Subscriber   Units  (and   their   Material
         Accessories)  above the Total Minimum  Commitment.  If the Owner should
         order  any  such  additional   Subscriber  Units  (and  their  Material
         Accessories)  for delivery at any time in 1996, any such order for such
         additional  Products will be deemed an Excess Purchase Order and to the
         extent  fulfilled  by the Vendor,  will be  fulfilled at a price not in
         excess of [_____________] percent less than the 1996 price set forth on
         Appendix  1.  If  the  Owner  desires  to  order  any  such  additional
         Subscriber Units (and their Material  Accessories) for delivery in 1997
         or 1998 then, the Owner shall include such additional  Subscriber Units
         in the subject Forecast pursuant to the provisions of subsection 5.1 of
         the Contract and the Vendor will be obligated to deliver such  Products
         to the Owner in  accordance  with the terms of the Contract  (including
         subsection  5.2 of the  Contract)  and at the  prices  as set  forth on
         Appendix 1."


         7. Amendment to Schedules and Appendices.  The Schedules and Appendices
to the Contract are hereby  amended by (i) deleting the first page of Schedule 8
in its entirety  and  replacing in lieu thereof the revised page 1 of Schedule 8
attached hereto as Attachment 1 and (ii) deleting Appendix 1 in its entirety and
replacing in lieu thereof the revised  Appendix 1 attached  hereto as Attachment
2.


8. 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, EXCEPT AS EXPRESSLY PROVIDED HEREIN,  NOTHING IN THIS AMENDMENT WILL
BE  CONSTRUED  AS A WAIVER OF ANY OF THE RIGHTS OR  OBLIGATIONS  OF THE  PARTIES
UNDER THE CONTRACT.

         9. GOVERNING  LAW. THIS AMENDMENT WILL BE CONSTRUED IN ACCORDANCE  WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE LAWS AND
PRINCIPLES  THEREOF  WHICH WOULD DIRECT THE  APPLICATION  OF THE LAWS OF ANOTHER
JURISDICTION.


10. Descriptive Headings. Descriptive headings are for convenience only and will
not  control or affect the meaning or  construction  of any  provisions  of this
Amendment.

11.  Counterparts.  This  Amendment  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 instrument.

         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 L.P.,
                                            as Owner


                                            By:  /s/Bernie Bianchino
                                            Name:  Bernie Bianchino
                                            Title:  Chief Business Development
                                                      Officer

                                            QUALCOMM Personal Electronics,
                                            as Vendor


                                            By:  /s/Stephen Burke
                                            Name:  Stephen Burke
                                            Title:  Vice President and General
                                                      Manager Sony/QUALCOMM
                                                      CDMA Sales

                                            QUALCOMM Incorporated,
                                            as Guarantor


                                            By: /s/Paul E. Jacobs
                                            Name:  Paul E. Jacobs
                                            Title:  Senior Vice President and
                                                      General Manager Subscriber
                                                      Products

                                            SONY ELECTRONICS INC.,
                                            as Guarantor


                                            By:  /s/Yutaka Sato
                                            Name:  Yutaka Sato
                                            Title: President, Sony WTC


<PAGE>


                                  ATTACHMENT 1

                                   SCHEDULE 8

                                 First Forecast

             Owner Product Requirements for Vendor Subscriber Units
                     with Accompanying Material Accessories

     ---------- --------------- --------------- ----------------
                  1st Supply       2nd Annual      3rd Annual
                    (6 mos)       Supply Period   Supply Period
                     1996            1997             1998
     ---------- --------------- --------------- ----------------
      Jan           --                   85,000            2,500
      Feb          --                   85,000            2,500
      Mar          --                   90,000            2,500
      Apr          --                   70,000            2,500
      May         --                   55,000                --
      Jun          --                   55,000                 --
      Jul           --                   45,000                 --
      Aug         --                   55,000                --
      Sep          --                   65,000                 --
      Oct 27     30,000            125,000               --
      Nov 10   70,000             125,000               --
      Dec 1      60,000             95,000                --
      Dec 5      20,000
      Dec 10    20,000
     ---------- --------------- --------------- ----------------
     TOTAL     200,000        950,000         10,000
     ========== =============== =============== ================
     GRAND TOTAL                                              1,160,000
     ========== =============== =============== ================



<PAGE>


                                  ATTACHMENT 2

                                   APPENDIX 1

                                     Pricing

             Subscriber Units With Accompanying Material Accessories
- -------------------- ------------------------ -------------------------------
       1996                   1997                         1998
- -------------------- ------------------------ -------------------------------
        $[
- -------------------- ------------------------ -------------------------------



                                                                           ]
- -----------------------------------------------------------------------------


                             Additional Accessories

- ------------------------------------- ------------- --------------------------
Extra Non-Accompanying Accessories(1)  Price Per
                                       Accessory     Available no later than
- ------------------------------------- ------------- --------------------------
Desktop Charger (w/AC Adapter)         [
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
Hands Free Car Kit
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
Travel Charger
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
Cigarette Lighter Adapter
- ------------------------------------- ------------- --------------------------
- ------------------------------------- -------------- -------------------------
Data Adapter Cable
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
Standard Batter (Li-Ion)
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
Leather Case
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
PCMCIA Data Adapter
- ------------------------------------- ------------- --------------------------
- ------------------------------------- ------------- --------------------------
Mock Up Unit                                                                  ]
- ------------------------------------- --------------- ------------------------
(1)The Accessories and the prices and dates therefore as set forth in this table
do not relate to Material Accessories which accompany Subscriber Units.