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



                                 AMENDMENT NO. 2
                                       TO
                        PROCUREMENT AND SERVICES CONTRACT
                                     BETWEEN
                     SPRINT SPECTRUM EQUIPMENT COMPANY, L.P.
                                       AND
                              NORTHERN TELECOM INC.



         Made as of this  29th  day of  January,  1997,  by and  between  Sprint
Spectrum Equipment  Company,  L.P.  ("Equipment Co.") (the "Owner"),  a Delaware
limited  partnership,  and Northern  Telecom Inc., a Delaware  corporation  (the
"Vendor").


                                    RECITALS:


         WHEREAS,  Equipment  Co. and the Vendor,  are  parties to that  certain
Procurement  and Services  Contract dated as of January 31, 1996, as amended the
"Contract",  wherein Sprint  Spectrum  Holding  Company L. P. (formerly known as
MajorCo,  L.P., "Holdings") agreed to have the Vendor engineer and construct PCS
Systems  in the  System  Areas and the Vendor  agreed to  provide  Products  and
Services to Holdings 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; and


          WHEREAS,  Equipment  Co. is the  successor  to all of the  rights  and
     obligations  of  Holdings  under  the  Contract  pursuant  to that  certain
     Assignment, Assumption and Amendment No. 1 to the Contract dated as of June
     26, 1996; and

          WHEREAS,  the Parties desire to amend subsections 6.3, 17.3, 27.7, and
     Schedules 2 and 12 A/B of the Contract;


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

         1. Delete the next to the last  paragraph of subsection  6.3 "Payments'
and replace, in lieu thereof, a new next to the last paragraph of subsection 6.3
as set forth below:


                  "Notwithstanding   the   foregoing,   (i)   invoices   for  RF
         Engineering  for each PCS System  will be payable  in  accordance  with
         subsection  6.4(b) below and (ii) invoices for  Facilities  Preparation
         Services being provided to the Vendor by a Subcontractor within any PCS
         System  will  be  submitted  to  the  Owner  by  the  Vendor  upon  the
         Subcontractor's full and satisfactory completion of that portion of the
         Facilities Preparation Services for which that invoice is written. Each
         such invoice will be payable by the Owner within  forty-five  (45) days
         of the date of Vendor's invoice."


         2.       Delete subsection 17.3 (c) Services Warranty  and replace,  in
lieu thereof, a new subsection 17.3 (c) as set forth below:


                  "(c) The Vendor  warrants  that, for a period of not less than
         three (3) years  (except  in the case of Civil  Work  specific  to site
         preparation  limited to only,  grading,  dirtwork,  land clearing,  pad
         construction,  compound construction,  erection of towers, installation
         of fencing,  landscaping,  road work,  site and building  improvements,
         including retaining walls, roof repair and reinforcements, and building
         reinforcements, or such other items as the Parties shall mutually agree
         to in writing) as to which the period  shall be one (1 ) year) from the
         date of completion of Facilities  Preparation  Services  within any PCS
         System  but in no event  later than the  achievement  of  Milestone  M8
         pursuant to Exhibit A1 in such PCS System  (provided  that in the event
         of a Microwave  Delay Period in such PCS System  pursuant to subsection
         2.37, the commencement of the Facilities  Preparation Services Warranty
         Period will not be later than three (3) months from the date the Vendor
         would  have  otherwise  been able to  commence  Substantial  Completion
         testing in such PCS System in accordance  with Exhibit B3 and Milestone
         M8 as set forth on Exhibit A1 but for the  existence of such  Microwave
         Delay Period) (the `Facilities  Preparation  Services  Warranty Period'
         and  collectively  with  the  Engineering  Warranty  Period  and the RF
         Services Warranty Period, the `Services  Warranty Periods')  Facilities
         Preparation  Services will be (i)  operational  in accordance  with the
         Specifications,  (ii) in compliance  with all material  Applicable Laws
         and material Applicable Permits in effect at the time of the completion
         of such Facilities  Preparation  Services in such PCS System, and (iii)
         free from Defects or Deficiencies in design, materials,  workmanship or
         otherwise.  It is expressly  understood by the Parties that `Civil Work
         specific  to site  preparation,'  for the sole  purpose of  determining
         which Civil Work is subject to a one (1) year  warranty and which Civil
         Work is subject to a three (3) year warranty  pursuant to the terms set
         forth above, does not include building  construction,  tower materials,
         fencing materials and/or Non-Essential Equipment (which will be subject
         to warranties  pursuant to Subsection 17.2) all of which may be part of
         Civil  Work  but  will  not be  deemed  `Civil  Work  specific  to site
         preparation.'"


         3.       Delete  subsection  27.7 "Governing Law" and replace,  in lieu
thereof, a new subsection 27.7 as set forth below:


                  "GOVERNING  LAW AND FORUMS.  THIS  CONTRACT IS GOVERNED BY THE
         LAWS AND  STATUTES  OF THE STATE OF NEW YORK,  EXCLUSIVE  OF NEW YORK'S
         CONFLICT OF LAWS RULES. THIS CONTRACT AND THE WORK WILL BE DEEMED TO BE
         MADE,  EXECUTED AND  PERFORMED  IN THE STATE OF NEW YORK.  IF ONE PARTY
         COMMENCES  A LAWSUIT IN  RELATION  TO THIS  CONTRACT  AGAINST THE OTHER
         PARTY, SUCH LAWSUIT CAN ONLY BE BROUGHT IN THE STATE OF MISSOURI OR THE
         STATE OF DELAWARE. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY SUCH
         LAWSUIT.  THE VENDOR AND THE OWNER EACH HEREBY  IRREVOCABLY  (A) AGREES
         THAT ANY  SUIT,  ACTION OR OTHER  LEGAL  PROCEEDING  ARISING  OUT OF OR
         RELATING TO THIS CONTRACT WILL BE BROUGHT IN THE FEDERAL DISTRICT COURT
         FOR THE WESTERN DISTRICT OF MISSOURI,  OR IN THE FEDERAL DISTRICT COURT
         FOR  THE  DISTRICT  OF  DELAWARE,  WHICH  COURTS  WILL  HAVE  EXCLUSIVE
         JURISDICTION  OVER ANY  CONTROVERSY  ARISING OUT OF THIS CONTRACT,  (B)
         CONSENTS TO THE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR
         PROCEEDINGS  AND (C)  WAIVES  ANY  OBJECTION  WHICH  IT MAY HAVE TO THE
         LAYING OF VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING IN SUCH COURTS
         AND CLAIMS THAT ANY SUCH SUIT, ACTION OR PROCEEDING HAS BEEN BROUGHT IN
         AN  INCONVENIENT  FORUM.  SERVICE  OF  PROCESS  IN ANY SUIT,  ACTION OR
         PROCEEDING  MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS
         TO THE  OWNER  OR THE  VENDOR,  AS THE CASE  MAY BE,  AT THE  ADDRESSES
         INDICATED IN SUBSECTION 27.6 HEREOF AND IN THE MANNER SET FORTH IN SUCH
         SUBSECTION 27.6.  NOTHING IN THIS SUBSECTION 27.7 WILL AFFECT THE RIGHT
         OF THE OWNER OR THE VENDOR TO SERVE LEGAL  PROCESS IN ANY OTHER  MANNER
         PERMITTED BY LAW."


         4. Schedule 2 of the Contract is hereby amended by adding the following
as an additional line above the chart on the first page of such Schedule 2:


                  "The BSS discount applies to BSM spares."


         5. Schedule 12 A/B of the Contract, is hereby deleted and replaced with
"Schedule 12 A/B (Revised)" as contained in Attachment A of this Amendment.


         6. IN ALL OTHER RESPECTS, THE CONTRACT AS HERETOFORE AMENDED, SHALL RE-
MAIN IN FULL FORCE AND EFFECT WITH NO OTHER CHANGES WHATSOEVER.


         7. This Amendment No. 2 shall be governed by New York law.


         8. Capitalized  term  not otherwise defined  herein  have the meanings
set forth in the Contract.


         9. This Amendment No. 2 may be executed by one  or more  of the Parties
to this Amendment No. 2 on any number of separate counterparts,  and all of said
counterparts  taken  together will be deemed to  constitute one and the same in-
strument.


         IN WITNESS WHEREOF,  the parties have caused this Amendment No. 2 to be
executed by their duly authorized representatives as of the date first set forth
above.



                                       SPRINT SPECTRUM EQUIPMENT
                                         COMPANY, L.P.

                                       By: /s/ Keith D. Paglusch
                                       Name:  Keith D. Paglusch
                                       Title:  Vice President - Network
                                                 Engineering and Operations
                                       Date: 1-18-97


                                       NORTHERN TELECOM INC.

                                       By: /s/ Charles Drayton
                                       Name: Charles Drayton
                                       Title: Vice President - Marketing
                                                and Sales
                                       Date: January 29, 1997


<PAGE>


                                  ATTACHMENT A

                               DMS_MTX SPARES LIST

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