Exhibit 10.11

     The omitted portions  indicated by brackets have been separately filed with
the Securities and Exchange  Commission  pursuant to a request for  confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

                                MASTER AGREEMENT


     This Master Agreement  ("Agreement") between Sprint Communications Company,
L.P.,  Sprint  Spectrum,  L.P.  ("Sprint  Spectrum"),  Sprint United  Management
Company,  individually  and on behalf of the  affiliates  listed in Attachment 1
("SUMC")(Sprint  Communications  Company, L.P. and SUMC collectively referred to
herein as "Sprint") and Tandy Corporation a corporation organized under the laws
of the  State  of  Delaware,  acting  by and  through  its  RadioShack  division
("RadioShack"),  dated this 10th day of  September,  1996 along with the Addenda
executed by the Parties and currently  attached to this Agreement and any future
Addenda  executed  by the Parties and  subsequently  attached to this  Agreement
shall  establish and set forth the terms and  conditions  upon which  RadioShack
will market and sell, to its customers,  telecommunication  products and solicit
orders for services  provided by Sprint and Sprint  Spectrum.  In this Agreement
Sprint,  Sprint Spectrum,  and RadioShack are sometimes referred to individually
as a "Party," and collectively as the "Parties."  Unless otherwise  specifically
stated herein,  this Agreement applies only to RadioShack and no other division,
subsidiary or Affiliate of Tandy Corporation.

                                    RECITALS

     WHEREAS,  Sprint  Communications  Company,  L.P.  is  a  telecommunications
company providing a variety of products and services including,  but not limited
to, long distance, local telephone and internet services;

     WHEREAS,  Sprint  Spectrum  is a  telecommunications  company  providing  a
variety of  telecommunication  products and services including,  but not limited
to, Personal Communication Services;

     WHEREAS,  SUMC is an Affiliate of Sprint,  and has the authority to execute
this Agreement on behalf of those affiliates listed on Attachment 1.

     WHEREAS,  RadioShack  is engaged in the business,  among other  things,  of
selling consumer  electronic  products and related  services through  RadioShack
Company Owned Stores and independent RadioShack dealers and franchisees;

     WHEREAS,  Sprint,  Sprint  Spectrum and RadioShack wish to enter a business
relationship  (the  "Program")  to,  among  other  things,  promote  and provide
consumers  access to  Sprint  and  Sprint  Spectrum  products  and  services  at
RadioShack Company Owned Stores and participating RadioShack independent dealers
and franchisees;

     NOW,  THEREFORE,  AND IN  CONSIDERATION  of the foregoing  premises and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:

1. Definitions - The following definitions shall govern for the purposes of this
Agreement and the Addenda, except as otherwise provided herein or therein:

     "Addenda" - shall mean each and every Addendum  attached to this Agreement,
and Schedules and Exhibits included therein.

     "Affiliate"  -  shall  mean  an  individual,  association,  co-partnership,
limited  partnership,  limited  liability  company,  corporation  or joint-stock
company,  trust or other business entity (hereinafter  referred to as "Person"),
however  organized,  that  directly  or  indirectly,  through  one  (1) or  more
intermediaries,  controls, is controlled by or is under common control with such
Person.  Control  shall be defined as (i)  ownership of a majority of the voting
power of those  classes of voting  stock  entitled  to vote in the  election  of
directors or (ii) ownership of a majority of the beneficial  interests in income
and capital of an entity other than a corporation.

     "Agreement"  - shall mean this  Master  Agreement,  including  the  Addenda
attached  hereto and any  Addenda  later  executed  and made part of this Master
Agreement.

     "Arbitrator"  - shall  mean a  neutral  person  who has no past or  current
employment,  contractual or attorney/client relationship with any Party, and who
is selected pursuant to Schedule 20.

     "Cellular  Radiotelephone Service" or "CRS" - shall mean a radio service in
which  common  carriers  are  authorized  by the FCC  under  47 CFR  Part 22 and
licensed under 47 CFR Part 22,  Subpart H to offer and provide  service for hire
to the general  public  through a cellular  system  utilizing  the  channels and
frequency  bandwidths  assigned under 47 CFR Part 22, Subpart H, Section 22.905.
CRS shall not mean or include any paging  services  utilizing  the  channels and
frequency  bandwidths  assigned and licensed to radiotelephone  service under 47
CFR Part 22, Subpart E, any  Narrowband PCS services  utilizing the channels and
frequency  bandwidths  assigned and licensed  under 47 CFR Part 24, Subpart D or
any  Broadband  PCS services  utilizing  the channels and  frequency  bandwidths
assigned and licensed under 47 CFR Part 24, Subpart E.

     "Change of Control" - shall mean (a) the consummation of a  reorganization,
merger or consolidation or sale or other disposition of substantially all of the
assets of any Party;  or (b) the  acquisition by any Person or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as  amended)  of  beneficial   ownership  (within  the  meaning  of  Rule  13d-3
promulgated under such Act) of more than 50% of either: (i) the then outstanding
shares of common stock of any Party  hereto;  (ii) the combined  voting power of
the then  outstanding  voting  securities  of any Party hereto  entitled to vote
generally in the election of directors; or (iii) the income and profits interest
of the  general  partners  or  limited  partners  where the  entity is a limited
partnership.

     "Combination  Marks" - shall mean "The Sprint Store @ RadioShack," Sprint @
RadioShack,"  "Sprint at  RadioShack,"  "The Sprint Store at RadioShack," or any
combination  of a  Sprint/Sprint  Spectrum Mark  interlocked or connected with a
Radio  Shack  Mark by "@" or "at," or such  other  Marks as the  Joint  Steering
Committee may decide from time to time to use in  connection  with the promotion
of the  Merchandising  Display and the Products and Services jointly marketed by
the  Parties  hereto  under  the  terms  of this  Agreement,  which  such  other
Combination   Marks  shall  be  added  to  this   Agreement   by  an   addendum.
Notwithstanding anything to the contrary, the Combination Marks will not include
those Marks set forth on the Excluded Marks Addendum attached hereto.

     "Combination  Mark Format" - shall mean "The Sprint Store @ ," "Sprint @ ,"
"The Sprint  Store at ," "Sprint at ," "The Sprint Shop @ ," "The Sprint Shop at
," or any  combination  of Marks in which "The  Sprint  Store,"  "Sprint,"  "The
Sprint Shop" or a Sprint/Sprint Spectrum Mark is interlocked or connected with a
single word, symbol or letter,  including,  but not limited to "@" or "at," with
the name or Mark of any Retailer.

     "Company  Owned Stores" - shall mean a retail store owned and operated by a
Party.

     "Confidentiality  Agreement"  - shall  mean  the  Confidential  Information
Nondisclosure  Agreement  executed by and between the Parties  effective  May 2,
1996, and attached as Exhibit 1 hereto.

     "Damages" - shall have the meaning set forth in Section 14(f) below.

     "Effective  Date" - shall mean the date set forth in the first paragraph of
this Agreement.

     "FCC" - shall mean the U.S. Federal Communications Commission.

     "Initial  Term" - shall  mean,  unless  earlier  terminated  as provided in
Section 2 or Section 15, the date  beginning on the Effective Date and ending at
12:00 a.m. on the tenth (10th) anniversary of the Effective Date.

     "JSC" or "Joint Steering Committee" - shall mean the committee described in
Section 5 below.

     "Mark"  - shall  mean  any  trademark,  service  mark,  trade  name,  logo,
insignia, symbol or trade dress, whether or not registered.

     "Market  Launch  Date" - means the first day of the first  month  after the
appropriate  Merchandising Display has been installed in 4,000 Retail Stores, or
such other date established by the Joint Steering Committee.

     "Merchandising  Display"  - shall  mean  the  physical  location(s)  of the
computer  interface  and  fixtures  within each Retail  Store  dedicated  to the
merchandising of the Products and Services as more fully described in a Computer
Interface  Addendum and a Fixtures  Addendum to be attached  hereto,  but not to
include  any  products  or  services  which are not  either (i) Sprint or Sprint
Spectrum  Products or Services  or (ii)  telecommunication  products or services
(but not  Cellular  Radiotelephone  Service  products  or  services)  bearing  a
RadioShack Mark,  unless authorized in writing by the Sprint and Sprint Spectrum
members of the Joint Steering Committee.

     "Merchandising  Display  Expenditures"  - means  the  actual  out-of-pocket
expenditures  by  Sprint  and  Sprint  Spectrum  to  acquire,  design,  develop,
construct, ship and install, remodel and replace as a result of obsolescence the
Merchandising  Displays in the  RadioShack  Company Owned Stores as set forth in
Section 6.

     "Net Collectible Call Usage Revenue" - means the monthly revenue  generated
by Sprint's Service,  excluding taxes, bad debt, fraud and subsequently credited
charges.

     "Party"  or  "Parties"  - shall  have the  meaning  set  forth in the first
paragraph of this Agreement.

     "Person" - shall have the meaning set forth in the definition of Affiliate.

     "PCS" or "Personal  Communication  Service" - shall mean a radio service in
which common  carriers are  authorized by the FCC and licensed under 47 CFR Part
24, Subpart E as currently in effect as of the Effective  Date, and amended from
time to time,  to offer  and  provide  service  for hire to the  general  public
utilizing the following  frequency  bandwidths:  1850-1890  MHz,  1930-1970 MHz,
2130-2150 MHz, and 2180-2200 MHz (Broadband  PCS). PCS does not include Cellular
Radiotelephone Service.

     "PCS  Equipment"  - shall have the  meaning  set forth in the PCS  Addendum
hereto.

     "Product"  - shall  mean any  tangible  goods  bearing  a Sprint  or Sprint
Spectrum  Mark which are offered  both for sale to  consumers  and listed on any
Addendum attached hereto.

     "Product/Service  Bundle"  - shall  mean a  package  including  one or more
telecommunication  products and one or more telecommunication  services sold and
billed to the customer as a unit at a single combined price.

     "Program" - shall have the meaning set forth in the Recitals above.

     "Program  Expenses" - shall mean those  expenses  related to the rollout of
the Program, advertising the Program, training costs related to implementing the
Program and other expenses set forth in Section 7.

     "Proprietary  Information"  - shall mean all  information as defined in the
Confidentiality Agreement.

     "RadioShack Gift Express" - shall mean RadioShack's mail or telephone order
and delivery service.

     "RadioShack  Marks" - shall mean all of the Marks listed on the  RadioShack
Licensed Marks Addendum attached hereto.

     "RadioShack  Unlimited" - shall mean the in-store  catalog  located in each
Retail  Store,  as the same may be revised and any future  RadioShack  Unlimited
consumer catalog supplied to consumers for out-of-store use.

     "Retail  Stores" means  RadioShack  Company Owned Stores and  participating
independent  RadioShack  dealers  and  franchisees  operating  under  RadioShack
Franchise  Agreements or Authorized  Sales Center  Agreements with RadioShack in
the Territory.

     "Retailer" - shall mean a retail merchant of products or services who sells
through one or more  physical  store  locations  directly to consumers  (but not
including  any entity or any division,  department  or  subsidiary  thereof that
sells  to  consumers  directly  through  mail  or  telephone  order,   telephone
solicitation,  the internet or any other means of distribution,  which is not in
conjunction with the operation of a retail store or stores).

     "Service" - shall mean any provision of  telecommunication of voice or data
by either  Sprint or Sprint  Spectrum  which is listed on any Addendum  attached
hereto.

     "Sprint/Sprint  Spectrum Marks" - shall mean all of the Marks listed on the
Sprint  Licensed  Marks  Addendum or Sprint  Spectrum  Licensed  Marks  Addendum
attached hereto.

     "Sourced" - means the act of supplying, acquiring or procuring a product.

     "Territory" - shall mean the states constituting the United States,  Puerto
Rico and the U.S. Virgin Islands,  except where otherwise specifically modified,
where Sprint  and/or Sprint  Spectrum  make Products and Services  available for
sale.

2. Term - This Agreement shall be effective for the Initial Term, unless earlier
terminated  as provided in Section 19.  This  Agreement  shall be  automatically
renewed for two (2) successive five (5) year renewal terms.

3. Products and Services - Subject to the terms and conditions of this Agreement
and each Addendum  attached  hereto and existing or future laws,  regulations or
orders of a court or governmental agency specifically  affecting the performance
of a Party's  obligations  hereunder,  RadioShack  is authorized to and will use
commercially reasonable efforts to promote,  distribute, sell and solicit orders
for the  Products and solicit  orders for Services as soon as made  available by
Sprint/Sprint  Spectrum  through all, and in no event less than 4,500 RadioShack
Company Owned Stores located in the Territory.

     (a) Addenda.  Each Product and Service  subject to this Agreement  shall be
treated in a separate Addendum to this Agreement. Each Addendum shall separately
specify  each  Product  or  Service  to be sold or for  which  orders  are to be
solicited by RadioShack  at the  RadioShack  Company Owned Stores,  the terms of
compensation  payable to RadioShack in connection  therewith and all other terms
and conditions supplemental to this Agreement which pertain specifically to each
Product and Service which becomes subject to this Agreement.

     (b) Dealers and Franchisees.  RadioShack will use  commercially  reasonable
efforts to obtain the  participation of the independent  RadioShack  dealers and
franchisees in the Program. RadioShack will develop and assist Sprint and Sprint
Spectrum to develop  appropriate  variations of the Program for presentation and
marketing to the  independent  RadioShack  dealers and  franchisees.  RadioShack
shall  market and shall  assist  Sprint and Sprint  Spectrum  in  marketing  the
Program to independent RadioShack dealers and franchisees.  The participation of
independent  RadioShack  dealers and  franchisees  in the Program or a variation
thereof shall be (1) on terms and conditions negotiated among RadioShack, Sprint
and Sprint Spectrum and said  participating  independent  RadioShack dealers and
franchisees  consistent  with the terms and conditions of this Agreement and (2)
subject to the terms of a  separate  trademark  license  agreement  between  the
independent  RadioShack  dealer or franchisee and Sprint or Sprint Spectrum,  as
the case may be. It is agreed and understood  that such dealers and  franchisees
are  independent  businesses,  not controlled by RadioShack,  and  participation
shall be at the mutual  election  of the  respective  dealer or  franchisee  and
Sprint or Sprint Spectrum, as the case may be.

     (c) Purchase  Orders for Products.  RadioShack  will issue a purchase order
for all Products to be purchased from Sprint or Sprint Spectrum, as the case may
be. The basic terms and  conditions of such Purchase  Order will be as set forth
in the Purchase Order Addendum attached hereto.

     (d) Terms of Payment.  Unless  otherwise  specified in this Agreement or an
Addendum,  payment  of all  amounts  due  any  Party,  whether  in the  form  of
residuals,  sales incentive payments,  market development funds, activation fees
or other  payments,  will be made  within  sixty  (60)  days from the end of the
calendar  month in which the right to  receive  payment  accrued.  Sprint/Sprint
Spectrum  will  remit for  deposit  to the  appropriate  account  designated  by
RadioShack  in writing  all  monthly  amounts due  hereunder.  Each  category of
payment  (e.g.  Sprint  Residential  Long  Distance  Service  Residuals,  Sprint
Residential  Long  Distance  Service  Residual  Sales  Incentive--each  being  a
category)  shall be paid by a separate  (i) check or (ii) EFT  transmission.  In
connection  with each such  category of  payment,  Sprint/Sprint  Spectrum  will
provide detailed documentation to be agreed upon by the Parties.

4.   Program, Exclusivity and Commitments - In connection with the Program:

     (a) Subject to the terms and conditions of this Agreement and each Addendum
thereto,  RadioShack agrees that, after the Effective Date and in the Territory,
it will not:

     (i)  solicit an order for a service which is competitive  with the Services
          offered  by Sprint  or  Sprint  Spectrum  and  which  are  listed  and
          described on any Addendum attached hereto specifically including,  but
          not limited to, a competitor's long distance telephone service,  local
          telephone service, including network services, PCS, paging service, or
          internet access;

     (ii) offer  for  sale  a  competitor's   Product/Service  Bundle  which  is
          competitive with a Product/Service  Bundle offered by Sprint or Sprint
          Spectrum through RadioShack;

     (iii)offer  for sale a third  party  product  which is  competitive  with a
          Product  offered by Sprint or Sprint Spectrum  through  RadioShack and
          which is listed and described on any Addendum attached hereto; or

     (iv) do any of the activities  described in Section  4(a)(i)-(iii)  through
          any Retailer  Affiliate  which includes the name  "RadioShack"  or any
          RadioShack  Mark in the  advertised  name of such Retailer  Affiliate,
          without the approval of the Joint Steering Committee.

     (b) Notwithstanding  Section 4(a) above, no restrictions shall be placed on
the rights of RadioShack to:

     (i)  offer for sale any product  bearing a RadioShack Mark offered for sale
          as of the Effective Date or at any time thereafter;

     (ii) offer for sale a product otherwise subject to Section 4(a) that may be
          used only in connection with Cellular  Radiotelephone  Service and not
          in  conjunction  with PCS  (e.g.,  RadioShack  may not sell  dual-mode
          handsets  that may be used both with Cellular  Radiotelephone  Service
          and PCS without Sprint Spectrum's  written consent),  accessories that
          may be used with either Cellular Radiotelephone Services or PCS, or to
          solicit an order for the sale of Cellular Radiotelephone Service;

     (iii)offer for sale any products otherwise subject to Section 4(a) supplied
          by an existing  vendor to RadioShack and offered or sold by RadioShack
          as of the Effective  Date and to continue to offer the same until such
          time  RadioShack is able to conduct an orderly  transition out of such
          competitive  products in a commercially  reasonable  manner,  and with
          respect to pagers and paging service, until such time Sprint or Sprint
          Spectrum is able to offer a reasonably competitive product; or

     (iv) offer for sale any product through  RadioShack's  catalogs,  including
          the current or future RadioShack,  RadioShack  Unlimited or RadioShack
          Gift  Express  catalogs,  mail  order,  telephone  order  or  internet
          programs;  provided,  however, RadioShack will not market or otherwise
          offer  for  sale  in the  Merchandising  Display  or in an area of the
          Retail Store immediately adjacent to the Merchandising Display (taking
          into  account and allowing  for the  relatively  small floor plan of a
          typical  Retail  Store)  any  product or  service  competitive  to the
          Products  and  Services  merchandised  in the  Merchandising  Display,
          except  for (1)  telecommunication  products  or  services  bearing  a
          RadioShack  Mark,  or (2) any other  third  party  branded  product or
          service with respect to which  Sprint and Sprint  Spectrum  have given
          their prior written approval.

     (c) During the term of this Agreement:

     (i)  Except as provided in subsection 4(c)(ii) below,  RadioShack will have
          the exclusive use of the Combination Marks only in connection with the
          Program;

     (ii) Sprint and Sprint Spectrum have the right to use the Combination Marks
          only in connection with the Program.

     (iii)Except for the Combination  Marks,  neither Sprint nor Sprint Spectrum
          will  create or use in the  marketing  or sale of Products or Services
          the  Combination  Mark  Format;  provided,  however,  Sprint or Sprint
          Spectrum will have the right to use the specific Mark combinations set
          forth on the Excluded Marks Addendum with the name of any other Person
          or Retailer  including  RadioShack  (provided the name "RadioShack" is
          not used in Combination  Mark Format) and may use any Sprint or Sprint
          Spectrum Mark together  with the name of any  individually  identified
          product or service of Sprint or Sprint Spectrum in connection with the
          name of any other Person  provided that such use is never  interlocked
          or  connected  with the name of a Retailer by the "@" symbol or by the
          word "at" if the use of the word "at" is exclusively  auditory and not
          accompanied  by a visual  presentation  (e.g.,  both "Sprint  Sense at
          Retailer" and "Sprint PCS at Retailer"  would be permissible  usage in
          print  media  and  on  television  if  depicted   visually,   even  if
          accompanied by audio voice-over, but would not be permissible usage on
          radio or on television  if not  accompanied  by a visual  depiction of
          "Sprint Sense at Retailer." "Sprint Sense @ Retailer" or "Sprint PCS @
          Retailer"  are  not  permissible   usages  no  matter  what  media  or
          combination of media used because of the inclusion of the "@" symbol);

     (iv) Sprint and Sprint Spectrum will make available for sale by RadioShack,
          and RadioShack will have the right to: (1) offer for sale or lease, as
          applicable all generally  available  Products,  (2) solicit orders for
          all generally available Services,  and (3) offer or solicit orders for
          all generally available  Product/Service  Bundles which include any of
          the Products and Services,  offered as of the Effective Date or in the
          future by Sprint or Sprint Spectrum,  including all mass marketed rate
          plans  for those  Services  offered  by  Sprint  or  Sprint  Spectrum;
          provided, however, that Sprint and Sprint Spectrum may offer from time
          to time, through direct  distribution  channels or special third party
          corporate promotional  programs,  Products,  Services,  rate plans for
          such  Services,  and  Product/Service  Bundles not advertised as being
          generally  available  through  RadioShack  Retail  Stores  if (1)  the
          general terms and  conditions of each such  promotion to be offered to
          consumers  are first  communicated  to  RadioShack by Sprint or Sprint
          Spectrum,   as  the   case   may  be,   subject   to  any   applicable
          confidentiality   agreements   with   respect   to   proprietary   and
          confidential   information   and  (2)  RadioShack  is  compensated  in
          accordance  with the  provisions  of  subsection  4(e) below,  if such
          promotion is available to, offered by and sold by RadioShack;

     (v)  All goodwill resulting from the use of individual trademark or service
          mark usage as part of the  Combination  Marks by the Parties inures to
          the benefit of the  respective  individual  trademark  or service mark
          owner. No Party acquires rights,  title or interest in the Combination
          Marks or the goodwill  associated  with them,  other than the right to
          use the  Combination  Marks in  accordance  with  this  Agreement.  In
          accepting this  Agreement,  all Parties  acknowledge  ownership of the
          respective individual Marks which comprise the Combination Mark, their
          validity and the goodwill  connected  with them.  The Parties  further
          agree not to make any application to register the  Combination  Marks.
          This paragraph will survive the termination of this Agreement.

     (vi) With respect to all Sprint branded consumer, residential,  single-line
          telephones   (other  than  PCS   equipment)   Sourced  by  RadioShack,
          RadioShack  will have the  exclusive  right to sell those  Products at
          retail;

     (vii)With respect to all Sprint branded consumer, residential,  single-line
          telephones (other than PCS equipment) Sourced from a vendor other than
          RadioShack ("Sprint Sourced Phones"), RadioShack will be the exclusive
          Retailer (other than Sprint or Sprint  Spectrum  Company Owned Stores)
          of such  Sprint  Sourced  Phones to the extent  set forth on  Addendum
          6-Telephone Products;

     (viii) Sprint and Sprint Spectrum will each separately designate a national
          account manager  dedicated to the management of the relationship  with
          RadioShack created hereunder;

     (ix) Sprint and Sprint  Spectrum will provide a dedicated 800 or 888 number
          to be answered exclusively for customer support of RadioShack 24 hours
          per day, seven days per week; and

     (x)  Sprint  and  Sprint  Spectrum  will  use all  commercially  reasonable
          efforts to assist Tandy Service, a division of Tandy  Corporation,  to
          obtain from Sprint and Sprint  Spectrum's  Product vendors  authorized
          service  center  agreements  permitting  Tandy  Service  to repair all
          Products subject to this Agreement.

     (d) During the term of this  Agreement,  neither Sprint nor Sprint Spectrum
will own or lease a Company  Owned Store,  kiosk or other  similar  facility not
located  within a Retailer,  unreasonably  close to the current  location of any
RadioShack Company Owned Store or participating independent RadioShack dealer or
franchisee's store, all as of the Effective Date.

     (e)  RadioShack  shall be  compensated  by  Sprint or  Sprint  Spectrum  in
accordance with the terms of each Addendum  relating to a Product or Service but
in all cases (except Internet  products and services and Spree cards) consistent
with the general  principles  that (1) if the sale of the Product is made or the
order for the Service is placed  through a Retail Store,  RadioShack is entitled
to be compensated  for acquiring  that  customer,  and (2) if on the date of the
sale of the Product or Service  order  placement  the  customer is not already a
current Sprint or Sprint Spectrum Service customer,  said customer will be given
a unique source code by Sprint or Sprint Spectrum identifying said customer as a
RadioShack  acquired  customer  and  RadioShack  shall be  entitled  to  receive
residual  compensation for the period of time said RadioShack  acquired customer
remains a Sprint or Sprint Spectrum  customer for any Service during the term of
this Agreement and for two years after the termination of this Agreement. In the
event a RadioShack  acquired customer  terminates all Service during the term of
this Agreement and  subsequently  resumes Service with Sprint or Sprint Spectrum
during the term of this Agreement,  no residual  compensation will be payable to
RadioShack  with respect to said  re-acquired  customer  unless such customer is
re-acquired by RadioShack.

     (f) With respect to the offer and sale of Products and the  solicitation of
orders for Services,  the Parties  intend this Agreement to be national in scope
and coverage.  Subject to the terms and conditions of this Agreement and Addenda
attached  hereto  (including,  without  limitation,  JSC  approval)  and  unless
precluded by judicial or governmental order or action, RadioShack will commence,
and thereafter continue, the offer and sale of Sprint Spectrum PCS, and will use
commercially  reasonable efforts to, and thereafter continue, the offer and sale
of Products  and the  solicitation  of orders for Services as and when agreed as
set forth in this  Agreement  or any  applicable  Addendum  after such  Products
and/or  Services are made  available in a market  within the  Territory.  Should
RadioShack  be  precluded  by a judicial  or  governmental  order or action from
offering  a Product  or  soliciting  an order  for a  Service,  RadioShack  will
expeditiously remove the impediment to continuing sales and marketing activities
and,  specifically  relating to the  solicitation  of orders for Sprint Spectrum
PCS, RadioShack shall take all necessary action to be able to solicit orders for
Sprint Spectrum PCS. In this regard,  RadioShack will negotiate,  renegotiate as
necessary,  and  include  in each  Cellular  Radio  Service  Referral  Agreement
executed  between  RadioShack  and a CRS carrier  after the  Effective  Date the
definition of CRS  substantially in the form contained in this Agreement or such
other  provisions  as are  necessary to permit  RadioShack to offer for sale PCS
Equipment  and solicit  orders for Sprint  Spectrum PCS or, in the  alternative,
obtain from each CRS carrier  written  assurances that the offer and sale of PCS
Equipment  and  the  solicitation  of  orders  for  Sprint  Spectrum  PCS is not
prohibited by the Cellular Radio Service  Referral  Agreement  executed  between
RadioShack and such CRS carrier.

5. Joint Steering  Committee - RadioShack  will appoint two (2)  representatives
and Sprint and Sprint Spectrum will each appoint one (1) representative to serve
as members of a four (4) person  Joint  Steering  Committee,  each of whom shall
hold a position of assistant  vice-president  or higher  within each  respective
Party.  The Joint Steering  Committee will be responsible  for all joint issues,
including  Program rollout timing and strategy,  and deciding which Products and
Services  will  be  sold  through   certain  Retail  Stores.   Consistent   with
RadioShack's commitment to Sprint Spectrum PCS set forth in Section 4(f) of this
Agreement, RadioShack, acting through its Joint Steering Committee members, will
not use as a reason for  withholding  approval of the placement of PCS Equipment
and/or Sprint  Spectrum PCS in a Retail Store the existence of a Cellular  Radio
Service Referral  Agreement with a CRS carrier or the threat of a CRS carrier to
terminate any such agreement if RadioShack introduces Sprint Spectrum PCS into a
Retail Store(s) in that CRS carrier's  market(s).  The Joint Steering  Committee
will also meet to discuss  marketing  expenditures  and  strategies  and will be
primarily   responsible   for   providing   initial   approval   of  all   joint
advertisements.

     Except as provided in Section 7 below,  advertising and market  development
fund expenditures,  expenses and allowances with regard to specific Products and
Services will not be a subject for the Joint Steering Committee, but rather will
be subject to the guidelines set forth in the specific  Addendum related to that
Product or Service.  The JSC will establish,  from time to time,  guidelines for
general routine print, broadcast and electronic media advertising to govern each
Party's  unilateral  advertising  and promotion of the Products and Services and
which  also  contains  one or  more  of the  RadioShack  Marks  and  one or more
Sprint/Sprint Spectrum Marks. Each Party agrees any other Party may unilaterally
advertise the Products and Services in this manner,  without JSC  approval,  but
only if that Party complies in all material  respects with the JSC's  guidelines
for such advertising.

     The Joint Steering  Committee will also be responsible  for operational and
implementation  issues  not  specifically  addressed  in this  Agreement  or the
Addenda.

     The JSC will  also be  responsible  for  making  recommendations  regarding
modifications  to the  terms  of this  Agreement,  including  the  terms of each
Addendum  attached hereto,  to respond to market  conditions and concerns of the
Parties  hereto,  subject  in all  cases to  applicable  laws,  regulations  and
contracts with third parties.

     The JSC may  authorize  legal  action in the name of any or all  Parties in
response  to  legal  threats  to the  ability  of any  Party  to  fulfill  their
obligations under this Agreement, and will, in that event, have the authority to
retain counsel and allocate the costs of such counsel and related expenses among
the Parties.

     The Joint  Steering  Committee  will meet as often as  necessary  either in
person  or by  telephone,  but not less  than  four  times per year in person at
mutually  acceptable  times  and  locations.  Any  member  of  the  JSC  may  be
represented  by proxy if  unavailable  to attend in person or by telephone.  Any
Party  may call a JSC  meeting  upon  seven  (7) days  written  notice.  At each
meeting,  each  member  of the JSC may bring  one or more  additional  advisors,
experts or vendors to  participate  in the meeting.  All  decisions by the Joint
Steering Committee must be unanimous to be binding on the Parties.

6.   Merchandising Displays

     (a) The Parties agree to  collaborate  on the design and approve the format
of the  Merchandising  Display for the promotion of the Products and Services to
be placed inside those Retail Stores deemed  appropriate  by the Joint  Steering
Committee.  Each  Merchandising  Display  will  consist  of  two  categories  of
components: (1) a computer interface with related accessories, and (2) fixtures,
each as  specified  in a Computer  Interface,  Fixtures,  and Floor Plan  Design
Addendum to be developed in  accordance  with Section 6(b) below and attached as
an Addendum hereto.

     (b)  The  Parties  acknowledge  that  the  installation  of an  appropriate
Merchandising  Display in the  Retail  Stores is  fundamental  and  material  to
achieving the goals of the Program.  The Parties agree to meet and determine the
specifications  of the  Merchandising  Displays  including  the  cost,  size and
location of the Merchandising Displays,  applicable fixtures and displays within
each  representative  RadioShack floor plan, and the cost breakdown  between the
fixtures  and the  computer  systems,  all to be set  forth on  Addenda  to this
Agreement.

     (c) Sprint and Sprint  Spectrum  will each commit,  subject to Section 6(b)
above, $[___________], if necessary, for an aggregate total of $[_____________],
to offset the initial costs of the design, development, production, acquisition,
construction and installation of the Merchandising Displays.

     (d)  RadioShack,  by and through its Real  Estate  Design and  Construction
Department,  will have charge and  supervision  of the  construction,  shipment,
installation,  relocation,  remodeling  and  replacement  of  the  Merchandising
Displays in the  RadioShack  Company  Owned Retail  Stores.  RadioShack,  in the
performance of such work, may contract and subcontract  with others for portions
of the work in the same manner as done with  respect to similar  work,  provided
Sprint/Sprint  Spectrum  will  have the right to  approve  all  contractors  and
subcontractors who are Affiliates of RadioShack. Sprint and Sprint Spectrum will
pay RadioShack for all actual out-of-pocket  Merchandising  Display Expenditures
advanced,  paid or reasonably incurred by RadioShack in the course of doing such
work,  provided  these costs will not include a profit to  RadioShack or include
RadioShack  overhead,  internal salaries and wages. Payment shall be made within
thirty (30) days of the date of an invoice by RadioShack for such  out-of-pocket
Merchandising  Display  Expenditures.  The invoice  shall state,  in  reasonable
detail,  the  amount  and  nature  of the  out-of-pocket  Merchandising  Display
Expenditures  and the date and to whom  advanced,  paid or incurred.  Sprint and
Sprint Spectrum, in like manner, will pay RadioShack for all other out-of-pocket
Merchandising Display Expenditures (and any other costs, charges or expenditures
allocable to Sprint and Sprint Spectrum under this Agreement) advanced,  paid or
incurred by RadioShack.

     (e) Sprint and Sprint  Spectrum will each have and retain all right,  title
and interest to the  Merchandising  Displays.  RadioShack will have the right to
relocate and reinstall an existing  Merchandising Display upon the relocation or
closure of each respective Retail Store at RadioShack's sole cost and expense.

     (f) The Parties will  determine as part of the process set forth in Section
6(b)  above  the per store  cost of the  Merchandising  Display  for each of the
representative RadioShack Retail Store floor plans and the incremental cost over
the budgeted  construction cost of installing a new  Merchandising  Display in a
newly  builtout  Retail Store.  With respect to each newly  builtout  RadioShack
Company Owned Store opened after the Effective Date,  Sprint and Sprint Spectrum
will pay the incremental cost reasonably  incurred to install the  Merchandising
Display  in  such  newly  builtout   RadioShack  Company  Owned  Stores,   which
incremental  cost  shall be capped at and will not exceed  the  appropriate  per
store cost of the  Merchandising  Display  for an existing  Retail  Store on the
Effective Date.

     (g)  After  the  initial  installation,  RadioShack  will  bear the cost of
insuring,  maintaining and repairing the fixtures contained in the Merchandising
Display  (including  replacement  due to casualty  loss or damage),  but not the
computer interface.  After the initial installation,  Sprint and Sprint Spectrum
will  bear  the cost of  insuring,  maintaining,  repairing  and  replacing  the
computer interface in the Merchandising  Display  (including  replacement due to
casualty loss or damage).

     (h) If the Merchandising  Display becomes obsolete, in whole or in part, or
needs remodeling,  each as determined by the Joint Steering Committee, the costs
of remodeling or obsolescence  replacement of the Merchandising Displays will be
borne  by  Sprint  and  Sprint  Spectrum.  Upon  obsolescence  or  as  otherwise
determined  by the JSC,  RadioShack  will  have the  right to sell or  otherwise
dispose of such  Merchandising  Displays at RadioShack's sole cost and the right
to retain the proceeds of any such sale or  disposition  without  accounting  to
Sprint or Sprint Spectrum,  provided,  however,  that Sprint and Sprint Spectrum
shall  have an option to retain  the  entirety  or any  useable  portion  of the
Merchandising  Display upon  replacement,  by giving  RadioShack  written notice
within thirty (30) days after receiving written notice of RadioShack's intent to
sell or otherwise dispose of such  Merchandising  Display.  If Sprint and Sprint
Spectrum  exercise  this  option,  the  unamortized  cost of such  Merchandising
Display(s) or useable portion thereof shall be credited  against the unamortized
costs referenced in Section 20(b) below.

     (i) Sprint and Sprint Spectrum  hereby grant to Tandy Cabinets,  a division
of TE Electronics Inc., a wholly owned subsidiary of Tandy Corporation,  a right
to bid on the fabrication and construction of the fixtures for the Merchandising
Display.

     (j)  Sprint and  Sprint  Spectrum  shall be  responsible  for all  personal
property taxes due and payable attributable to the Merchandising  Displays.  The
Parties shall cooperate in exchanging  information necessary for a Party to file
any  necessary  tax  returns  with  respect to its  property.  Sprint and Sprint
Spectrum will be responsible  for filing all personal  property tax returns with
respect  to the  Merchandising  Displays  and for the  payment  of all  personal
property taxes in connection  therewith.  RadioShack  will reimburse  Sprint and
Sprint Spectrum for 50% of the taxes actually paid by Sprint and Sprint Spectrum
within  thirty (30) days after  receipt of an invoice from Sprint  and/or Sprint
Spectrum with supporting documentation of the tax and payment thereof attached.

7.   Program Expenses

     (a) Market Launch Expenditures. Each Party will use commercially reasonable
efforts to reach the Market  Launch Date no later than  October 1, 1997.  Sprint
will contribute $[___________] and Sprint Spectrum will contribute $[__________]
and RadioShack will contribute  $[___________]  to the initial  promotion of the
rollout  of the  Program  after the  Market  Launch  Date.  The  Joint  Steering
Committee will determine when and how to spend the combined $[___________],  and
what expenditures will be counted as market launch expenditures as distinguished
from expenditures under subsection (b) below.

     (b) Unilateral Advertising Commitments.

     (i)  During  the term of this  Agreement,  RadioShack  will  include  those
          Combination Marks or Sprints Marks, as appropriate,  in all RadioShack
          advertising  related to or including  any of the Products or Services,
          including but not limited to, print,  broadcast and electronic  media.
          The Parties agree that RadioShack spend at least  $[_____________] and
          Sprint will spend at least  $[_____________]  and Sprint Spectrum will
          spend at least $[_____________] of such Party's respective advertising
          budgets for each of the first two twelve (12) month periods  beginning
          on the Market Launch Date,  and the first  anniversary  thereof during
          the term of this  Agreement  for the  broadcast,  print or  electronic
          media marketing and communications of the Products and Services. These
          promotions  will  include  one or more  of the  Combination  Marks  in
          advertising  consistent  with  the  standards  adopted  by  the  Joint
          Steering Committee.  Beginning for the calendar year beginning January
          1, 1999,  each Party's  advertising  commitment  under this subsection
          (b)(i) will remain the same as their  commitment  for the  immediately
          preceding calendar year, unless such Party notifies the other Party at
          least  six (6)  months  before  (beginning  July 1, 1998 and each year
          thereafter)  the  beginning  of such  year of that  Party's  desire to
          change their  commitment and before September 30, before the beginning
          of such year (beginning September 30, 1998, and each year thereafter),
          the respective Party discloses through their respective JSC member the
          size of the Party's commitment,  provided in no event will the size of
          any Party's (i.e.,  Sprint and Sprint Spectrum  collectively for these
          purposes,  and RadioShack)  commitment under this subsection (b)(i) be
          less than  $[______________].  Each Party will be obligated to satisfy
          that  commitment,  provided,  neither party will be obligated to spend
          more  than  the  amount  that is the  lower  of the  two  (2)  amounts
          submitted to the JSC.

     (ii) Each Party may satisfy its obligation under this Section as that Party
          decides in its sole discretion,  provided that  advertising  generally
          will include  direct mail,  newspaper  inserts,  television  and radio
          campaigns,  Yellow Page advertising  including the Sprint Marks or the
          Sprint Spectrum Marks, RadioShack Marks and the Combination Marks, and
          conspicuous store signage within each Retail Store, all subject to the
          prior  approval  of the JSC and each  Party  pursuant  to the terms of
          their  respective  Mark  licenses  or  their  respective   advertising
          guidelines concerning Marks.

     (iii)Nothing  in this  Section  prohibits  Sprint or Sprint  Spectrum  from
          tagging or promoting  any other  Retailer or  distribution  channel in
          advertising  which is not  designated  as part of the  commitment  set
          forth in Section  7(b)(i)  above,  provided the  advertising  does not
          include any of the Combination Marks or violate Section 4(c)(i) above.

     (c) Training Costs. The Parties intend that Sprint and Sprint Spectrum will
provide  trainers for the purpose of training  designated  RadioShack  employees
("RadioShack Trainers") who then will train all appropriate RadioShack employees
with respect to the Products and Services.  The Joint  Steering  Committee  will
determine the appropriate  level of necessary  training and the specific details
of such  training.  Sprint  and  Sprint  Spectrum  will be  responsible  for all
reasonable  costs relating to the initial  training of RadioShack  Trainers with
respect to their individual  Products and Services,  and any subsequent training
of the  RadioShack  Trainers  with respect to, and including but not limited to,
existing or new Products and Services offered during the term of this Agreement,
by such Party. Except as provided below,  RadioShack will be responsible for all
costs  relating to the cost of training  RadioShack's  employees and the cost of
meeting internal certification standards.  RadioShack will pay one-half,  Sprint
one-fourth,  and  Sprint  Spectrum  one-fourth  of the  costs  of  developing  a
certification  module  for  the  Program  and  incorporating  said  module  into
RadioShack's  training  program.  Except as provided above,  RadioShack will pay
one-half,  Sprint  one-fourth,  and Sprint  Spectrum  one-fourth of the training
costs of RadioShack's employees and of meeting internal certification  standards
in the following manner:  RadioShack will pay one-half,  Sprint one-fourth,  and
Sprint   Spectrum   one-fourth   of  the  initial  cost  of  production  of  the
certification  materials and test sheets, in a total amount estimated to be less
than $25,000 (each  one-fourth  to be estimated to be less than $6,250).  Sprint
will  pay  one-half  and  Sprint  Spectrum  will pay  one-half  of the cost of a
certification  training video  (estimated  total cost to be between  $25,000 and
$50,000).  Sprint will pay one-half and Sprint Spectrum will pay one-half of the
duplication cost of a certification  training video (estimated to be $3 per tape
for 5,000 tapes for a total of $15,000).  RadioShack  agrees to distribute these
video  tapes at no cost to  Sprint  and  Sprint  Spectrum.  RadioShack  will pay
one-half, Sprint one-fourth and Sprint Spectrum one-fourth of the maintenance of
this program, up to a maximum of $10,000 total per year ($2,500 per one-fourth).
The  certification  material  and  video  must be  approved  by the  JSC  before
distribution and use thereof.

     (d) Payment.  The Party paying,  advancing or incurring any cost or expense
under this  Agreement  shall  invoice the other Party for the other's  allocable
share.  The other  Party  will pay its  share  within  thirty  (30) days of such
invoice.

     (e) Other  Program  Expenses.  The  Parties  anticipate  that there will be
additional  costs and  expenses  incurred  by the  Parties  with  respect to the
Program during the term of this Agreement.  Unless otherwise  mutually agreed by
the  Parties,  all such costs and expenses  will be borne  entirely by the Party
incurring such costs and expenses.

8.   Acceptance of Orders for Services and  Cancellation,  Customer  Service,
     Discontinuance of Service or Shortage of Capacity

     (a) Orders submitted by customers who sign up through RadioShack for Sprint
or Sprint  Spectrum  Services are not binding on Sprint or Sprint Spectrum until
accepted  by Sprint or Sprint  Spectrum.  Each of  Sprint  and  Sprint  Spectrum
reserve  the right at its sole  discretion  to  decline  to accept any order for
their respective Services solicited or taken by RadioShack,  provided Sprint and
Sprint Spectrum,  as the case may be, will not discriminate against or apply any
more stringent  standards  upon  RadioShack  customers than any other  potential
Sprint or Sprint Spectrum customer.  Sprint and Sprint Spectrum may, for a valid
business purpose,  cancel or suspend any order for Services,  either in whole or
in part, without liability to RadioShack, at any time after acceptance by Sprint
and Sprint  Spectrum.  Sprint and Sprint  Spectrum  further reserve the right to
allocate  their  Services  during  periods of shortages  without  incurring  any
liability to RadioShack for payment of compensation hereunder. Sprint and Sprint
Spectrum may discontinue  offering for sale or the actual sale of any Product or
Service,  notwithstanding  the fact that it may be listed on any of the attached
Addenda,  provided in such  event,  RadioShack  may offer in the Retail  Store a
competitor's  products or services  (provided such products and services are not
merchandised in the immediate vicinity of the Merchandising  Display) to replace
those Products or Services  discontinued  by Sprint or Sprint  Spectrum,  unless
such discontinued Products or Services are replaced by Sprint or Sprint Spectrum
with  reasonably  comparable  services  within  a  reasonable  time  after  such
discontinuation.

     (b) Sprint and Sprint  Spectrum  shall provide  customer  service for their
respective  Services  in  accordance  with  each of  their  respective  standard
practices and customer  agreements.  Customers for Services will be customers of
Sprint and/or Sprint Spectrum and shall remain customers of Sprint and/or Sprint
Spectrum after termination of this Agreement.

     (c) Customer  installation  dates given by Sprint and Sprint Spectrum shall
be approximate only.

9.   Sprint Trademark License

     (a) License. Sprint grants to RadioShack a non-exclusive,  nontransferable,
revocable license,  without the right to sublicense,  to use the Sprint Marks as
set forth in the Agreement in the Territory in connection  with the provision of
the  Products  and  Services  set  forth on the  Addenda  attached  hereto.  For
Services,  RadioShack  has the  right to use the  Sprint  Marks to  promote  and
solicit  orders  for  those  Sprint  Services  identified  in the  Addenda.  For
Products,  RadioShack has the right to use the Sprint Marks on those  quantities
of  RadioShack-sourced  residential  consumer  telephones,  as  defined  herein,
approved  by  Sprint,  and to  promote,  offer for sale and sell  Sprint-sourced
Products identified in the Addenda,  provided, nothing in this Agreement permits
RadioShack to use Sprint Marks to brand,  co-brand or dual-brand any products or
services without  Sprint's prior written consent,  which consent may be withheld
in Sprint's sole discretion for any reason, including but not limited to failure
to be supplied with acceptable product warranties and  indemnification  relating
to such products.

     (b) Use of Marks.  RadioShack  agrees to use the  Sprint  Marks only as set
forth in the Sprint  Trademark  Usage  Guidelines,  and in this Agreement and to
follow the standards of quality  established by Sprint.  RadioShack must not use
the Sprint Marks in combination with any other trade name,  trademark or service
mark,  including  RadioShack's Marks except as otherwise set forth in the Sprint
Trademark  Usage  Guidelines  and in this  Agreement,  without the prior written
approval of Sprint.

     (c) Sprint or Sprint Spectrum after providing  written notice to RadioShack
of a breach of any trademark license provision, and after providing a reasonable
time to cure such  breach,  but not less than  thirty  (30)  days,  may,  at its
option,  take those  actions  reasonably  necessary to protect  Sprint or Sprint
Spectrum's  trademark rights.  Notwithstanding the foregoing,  a breach of these
license provisions may give rise to irreparable injury; consequently,  Sprint or
Sprint  Spectrum may seek  injunctive  relief without  entering into any dispute
resolution or arbitration process.

     (d) Control of Marks.

     (i)  Sprint has the right, at all reasonable times, to inspect RadioShack's
          relevant facilities and review the manner in which RadioShack provides
          products  and  services  so that  Sprint may  satisfy  itself that the
          products  and  services  with  which  the  Sprint  Marks are used meet
          Sprint's established standards.

     (ii) RadioShack   agrees  to  adhere  to  the  trademark  usage  guidelines
          furnished  by Sprint for the  depiction  of the Sprint Marks (" Sprint
          Trademark Usage  Guidelines").  The attached Exhibit 9(d)(ii) "Summary
          of Brand  Identity  Standards,  December,  1995" will  function as the
          current  ver-  sion  of  the  Sprint   Trademark   Usage   Guidelines.
          (iii)RadioShack   agrees  to   include  on  the   packaging   of  each
          RadioShack-sourced,  Sprint-branded  Product,  on all  advertising and
          promotional  materials,  and on all labels  bearing  any of the Sprint
          Marks the following notice:

                    "[Sprint Mark] is a registered* trademark of Sprint Communi-
                         cations Company L.P. Used under license."

                    *    "Registered"  - to  be  used  only  when  the  Mark  is
                         registered in the USPTO.

     (iv) RadioShack agrees that, except with respect to materials substantially
          identical to materials that have  previously  been  approved,  it will
          furnish to Sprint for trademark usage approval prior to any use of the
          Sprint  Marks  a  sample  of  each  use of the  Sprint  Marks  that is
          different from previously approved usages on advertising,  promotional
          materials, packaging and labels. RadioShack agrees to amend the use of
          the  Sprint  Marks in any  such  advertising,  promotional  materials,
          packaging  or labels if the use of the Sprint Marks is not approved by
          Sprint in accordance with the terms of this Agreement. RadioShack will
          use  all  commercially   reasonable   efforts  to  provide  sufficient
          submission  lead times to allow  Sprint  adequate  review and approval
          time on trademark usage of Sprint Marks by RadioShack. Sprint will use
          all commercially  reasonable efforts to provide trademark usage review
          and approval within the time constraints  applicable to the conduct of
          RadioShack's   retail   operations   and  the  specific   advertising,
          promotional,  packaging or label usage  proposed for the Sprint Marks.
          If,  however,  such  approval is not received by  RadioShack  within 5
          business days of the date of receipt by Sprint of such materials, such
          materials will be deemed approved unless Sprint and RadioShack  agrees
          on a longer  period of time for  approval of specific  materials.  All
          materials will be sent for approval to:

                    Patrice  Dougherty,  Sr.  Intellectual  Property  Analyst
                       Sprint Communications Company L.P.
                    8140 Ward Parkway
                    Kansas City, MO 64114
                    Facsimile: (913) 624-6388

     (v)  RadioShack must not offer for sale, advertise, promote, distribute, or
          use for any purpose any RadioShack-sourced,  Sprint-branded Product or
          associated packaging that is damaged,  defective, is a second, or that
          otherwise fails to meet the  specifications  and quality  requirements
          listed in  Exhibit  12(c)(i)  without  the prior  written  consent  of
          Sprint.


     (e) Royalties. Sprint provides this license royalty-free to RadioShack.

     (f) Rights in Marks.

     (i)  All uses of the Sprint Marks by RadioShack inure to the benefit of
          Sprint. RadioShack acquires no rights, title or interest in the Sprint
          Marks or the goodwill  associated  with them,  other than the right to
          use the Sprint Marks in accordance with this  Agreement.  In accepting
          this  Agreement,  RadioShack  acknowledges  Sprint's  ownership of the
          Sprint Marks,  their  validity and the goodwill  connected  with them.
          RadioShack  shall not attack the Sprint  Marks,  nor assist  anyone in
          attacking them.  RadioShack further agrees not to make any application
          to  register  the Sprint  Marks,  nor to use any  confusingly  similar
          trademark, service mark, trade name, or derivation, during the term of
          this  Agreement  or  thereafter.   This  paragraph  will  survive  the
          termination of this Agreement.

     (ii) At the  request  of  Sprint,  RadioShack  will  execute  any papers or
          documents  reasonably necessary to protect the rights of Sprint in the
          Sprint  Marks and execute and deliver  such other  documents as may be
          reasonably  requested by Sprint.  (g)  Infringement.  RadioShack shall
          promptly  notify  Sprint of any  unauthorized  use of the Sprint Marks
          that comes to  RadioShack's  attention.  Sprint in its sole discretion
          may take such action as may be required to prosecute the infringement.
          In the event that Sprint  decides that action  should be taken against
          such  third  parties,  Sprint may take such  action  either in its own
          name, or  alternatively,  Sprint may authorize  RadioShack to initiate
          such action in RadioShack's  name. In either event,  RadioShack agrees
          to cooperate  fully with Sprint to whatever  extent it is necessary to
          prosecute  such  action,  all  expenses  being borne by Sprint and all
          damages which may be recovered being solely for the account of Sprint.

     (h) Indemnification.

     (i)  Except  as set  forth  herein  and in  Section  18 of this  Agreement,
          RadioShack shall defend, indemnify and hold harmless Sprint and Sprint
          Spectrum,   their  subsidiaries,   officers,   agents,  employees  and
          Affiliates  from all Damages  arising out of or resulting from any act
          or omission of RadioShack  relating to claims for  unauthorized use or
          misuse of any Sprint/Sprint Spectrum Mark.  Notwithstanding the above,
          RadioShack  shall  not  be  responsible  for  and  shall  not  defend,
          indemnify or hold harmless  Sprint or Sprint Spectrum from any Damages
          arising out of or resulting from claims of trademark infringement that
          are based  solely on depicting  the  Sprint/Sprint  Spectrum  Marks in
          accordance with the Sprint Trademark Usage Guidelines,  or pursuant to
          other authorization by Sprint or Sprint Spectrum, as the case may be.

10.  Sprint Spectrum Trademark License

     Sprint  Spectrum has no marks to be licensed under this  Agreement.  If the
Parties  later  desire to  license  any  Sprint  Spectrum  Marks,  they agree to
negotiate a Trademark License  substantially  similar to the Trademark  Licenses
provisions contained in this Agreement.

11.  RadioShack Trademark License

     (a)  License.  RadioShack  grants  to Sprint  and  Sprint  Spectrum  each a
non-exclusive,   nontransferable,   revocable  license,  without  the  right  to
sublicense,  to use the  RadioShack  Marks as set forth in this Agreement in the
Territory in  connection  with the promotion of the sale and use of the Products
and Services set forth on the Addenda attached hereto.

     (b) Use of Marks.  Sprint and Sprint  Spectrum  agree to use the RadioShack
Marks only as set forth in this Agreement and to follow the standards of quality
established  by  RadioShack.  Sprint  and  Sprint  Spectrum  must  not  use  the
RadioShack Marks in combination with any other trade name,  trademark or service
mark, except as otherwise set forth in the RadioShack Trademark Usage Guidelines
in this Agreement, without the prior written approval of RadioShack.

     (c)  RadioShack  after  providing  written  notice  to a Sprint  or  Sprint
Spectrum of a breach of any trademark license  provision,  and after providing a
reasonable time to cure such breach, but not less than thirty (30) days, may, at
its option,  take those  actions  reasonably  necessary to protect  RadioShack's
trademark  rights.  Notwithstanding  the  foregoing,  a breach of these  license
provisions may give rise to  irreparable  injury;  consequently,  RadioShack may
seek  injunctive  relief  without  entering  into  any  dispute   resolution  or
arbitration process.

     (d) Control of Marks.

     (i)  Sprint  and Sprint  Spectrum  agree to adhere to the  trademark  usage
          guidelines furnished by RadioShack for the depiction of the RadioShack
          Marks ("RadioShack Trademark Usage Guidelines").  The attached Exhibit
          11(d)(ii)  will  function  as the  current  version of the  RadioShack
          Trademark Usage Guidelines.

     (ii) Sprint and Sprint  Spectrum  agree to include on all  advertising  and
          promotional   materials  bearing  any  of  the  RadioShack  Marks  the
          following notice:

               "[RadioShack  Mark] is a registered*  Trademark of  Technology
                Properties,Inc. Used under license."

          * "Registered" to be used only when the Mark is registered in the
            USPTO.

     (iii)Sprint  agrees that,  except with  respect to materials  substantially
          identical to materials that have  previously  been  approved,  it will
          furnish to RadioShack for trademark usage approval prior to any use of
          the RadioShack Marks a sample of each use of the RadioShack Marks that
          is  different  from   previously   approved   usages  on  advertising,
          promotional  materials,  packaging and labels.  Sprint agrees to amend
          the use of the RadioShack Marks in any such  advertising,  promotional
          materials,  packaging or labels if the use of the RadioShack  Marks is
          not  approved  by  Radioshack  in  accordance  with the  terms of this
          Agreement.  Sprint  will use all  commercially  reasonable  efforts to
          provide sufficient  submission lead times to allow RadioShack adequate
          review and approval  time on trademark  usage of  RadioShack  Marks by
          Sprint.  Radioshack will use all  commercially  reasonable  efforts to
          provide   trademark   usage  review  and  approval   within  the  time
          constraints  applicable to the conduct of Sprint's  operations and the
          specific advertising,  promotional,  packaging or label usage proposed
          for the RadioShack  Marks. If, however,  such approval is not received
          by Sprint  within 5 business days of the date of receipt by RadioShack
          of such  materials,  such  materials  will be deemed  approved  unless
          Sprint and RadioShack agree on a longer period of time for approval of
          specific materials. All materials will be sent for approval to:

                        General Counsel
                        Tandy Corporation
                        1800 One Tandy Center
                        Fort Worth, TX  76102

     (e) Royalties.  RadioShack provides this license royalty-free to Sprint and
Sprint Spectrum.

     (f) Rights in Marks.

     (i)  All uses of the RadioShack  Marks by Sprint and Sprint  Spectrum inure
          to the benefit of RadioShack.  Sprint and Sprint  Spectrum  acquire no
          rights,  title or interest  in the  RadioShack  Marks or the  goodwill
          associated with them, other than the right to use the RadioShack Marks
          in accordance with this Agreement. In accepting this Agreement, Sprint
          and  Sprint  Spectrum  acknowledge   RadioShack's   ownership  of  the
          RadioShack Marks, their validity and the goodwill connected with them.
          Sprint and Sprint Spectrum shall not attack the RadioShack  Marks, nor
          assist anyone in attacking them.  Sprint and Sprint  Spectrum  further
          agree not to make any  application to register the  RadioShack  Marks,
          nor to use any  confusingly  similar  trademark,  service mark,  trade
          name, or derivation,  during the term of this Agreement or thereafter.
          This paragraph will survive the termination of this Agreement.

     (ii) At the request of RadioShack,  Sprint and Sprint Spectrum will execute
          any papers or documents  reasonably necessary to protect the rights of
          RadioShack in the RadioShack  Marks and execute and deliver such other
          documents as may be reasonably requested by RadioShack.

     (g)  Infringement.   Sprint  and  Sprint  Spectrum  shall  promptly  notify
RadioShack of any  unauthorized use of the RadioShack Marks that comes to Sprint
or Sprint Spectrum's attention.  RadioShack in its sole discretion may take such
action as may be  required  to  prosecute  the  infringement.  In the event that
RadioShack  decides  that action  should be taken  against  such third  parties,
RadioShack  may take  such  action  either in its own  name,  or  alternatively,
RadioShack  may authorize  Sprint or Sprint  Spectrum to initiate such action in
Sprint or Sprint  Spectrum's  name. In either event,  Sprint and Sprint Spectrum
agree to cooperate  fully with  RadioShack to whatever extent it is necessary to
prosecute  such action,  all expenses  being borne by RadioShack and all damages
which may be recovered being solely for the account of RadioShack.

     (h) Indemnification.

     (i)  Except as set forth herein and in Section 18 of this Agreement, Sprint
          and Sprint Spectrum,  as the case may be, shall defend,  indemnify and
          hold  harmless  RadioShack,   its  officers,   agents,  employees  and
          Affiliates  from all Damages  arising out of or resulting from any act
          or omission of Sprint or Sprint Spectrum, as the case may be, relating
          to claims  for  unauthorized  use or misuse  of any  RadioShack  Mark.
          Notwithstanding  the above,  Sprint and Sprint  Spectrum  shall not be
          responsible  for and  shall not  defend,  indemnify  or hold  harmless
          RadioShack from any Damages arising out of or resulting from claims of
          trademark   infringement  that  are  based  solely  on  depicting  the
          RadioShack  Marks in accordance  with the RadioShack  Trademark  Usage
          Guidelines, or pursuant to other authorization by RadioShack.

     (ii) Except  as set  forth  herein  and in  Section  18 of this  Agreement,
          RadioShack shall defend, indemnify and hold harmless Sprint and Sprint
          Spectrum,   their  subsidiaries,   offices,   agents,   employees  and
          Affiliates  from  all  Damages  arising  out  of  the  proper  use  of
          RadioShack Marks.

12.  Quality Control and Approval

     (a) Quality Control, Approvals, and Samples--RadioShack-Sourced Products.

     (i)  RadioShack  agrees that  RadioShack-sourced,  Sprint-branded  products
          will meet the applicable quality and standard  requirements  furnished
          by Sprint ("Sprint Quality Standards").  The Attached Exhibit 12(a)(i)
          will function as the current version of the Sprint Quality  Standards.
          Approval of a particular  product pursuant to Section  12(a)(ii) below
          will  not be  deemed  a  waiver  of any of the  quality  and  standard
          requirements  set forth in Exhibit  12(a)(i) with respect to any other
          product.

     (ii) RadioShack  agrees to  submit a  reasonable  number of  representative
          samples of each RadioShack-sourced,  Sprint-branded product at no cost
          for  review  and  written  approval  prior to any  use,  sale or other
          distribution  by  RadioShack.   RadioShack  must  not  distribute  any
          RadioShack-sourced,  Sprint-branded  product  until final  approval of
          such samples is received in writing from Sprint,  such approval not to
          be  unreasonably  withheld.  Samples  are to be provided to the person
          designated by Sprint in writing to RadioShack.


     (iii)RadioShack agrees that all RadioShack-sourced, Sprint-branded products
          that it  advertises,  distributes  and  sells  will  be  substantially
          identical to and of no lesser quality than the final samples approved.
          RadioShack  agrees  to  submit  to Sprint  for  written  approval  any
          proposed change from the final samples approved involving any material
          alteration  in the form fit and  structure,  design or  quality of the
          RadioShack-sourced,  Sprint-branded  products  prior  to  RadioShack's
          advertisement, sale or distribution.

     (b) Quality Control, Approvals, and Samples--Sprint-Sourced Products.

     (i)  Sprint agrees that the  Sprint-sourced,  Sprint-branded  Products will
          meet the  applicable  quality and standard  requirements  furnished by
          RadioShack  ("RadioShack  Quality  Standards").  The Attached  Exhibit
          12(b)(i)  will  function  as the  current  version  of the  RadioShack
          Quality  Standards.  Approval  of a  particular  product  pursuant  to
          Section  12(b)(ii)  below  will not be  deemed a waiver  of any of the
          quality and standard  requirements  set forth in Exhibit 12(b)(i) with
          respect to any other product.

     (ii) Sprint agrees to submit a reasonable number of representative  samples
          of each Sprint-sourced,  Sprint-branded  product at no cost for review
          and written  approval prior to any use, sale or other  distribution by
          RadioShack.   RadioShack  must  not  distribute  any   Sprint-sourced,
          Sprint-branded  product  until  final  approval  of  such  samples  is
          received in writing from Sprint,  such approval not to be unreasonably
          withheld.  Samples  are to be  provided  to the person  designated  by
          RadioShack in writing to Sprint.


     (iii)Sprint agrees that all  Sprint-sourced,  Sprint-branded  products that
          Sprint  advertises,   distributes  and  sells  will  be  substantially
          identical to and of no lesser quality than the final samples approved.
          Sprint  agrees  to submit  to  RadioShack  for  written  approval  any
          proposed change from the final samples approved involving any material
          alteration  in the form fit and  structure,  design or  quality of the
          Sprint-sourced,   Sprint-branded   products   prior  to   RadioShack's
          advertisement, sale or distribution.

13.  Copyright and Patent Indemnification and Infringement

     (a) RadioShack shall promptly notify Sprint or Sprint Spectrum of any event
of third party infringement of Sprint or Sprint Spectrum copyrights in a work or
authorship  related  to this  Agreement  ("Works")  that  comes to  RadioShack's
attention.  RadioShack agrees to reasonably assist Sprint and Sprint Spectrum in
the  prosecution of any claim or lawsuit  against  infringement of the Sprint or
Sprint Spectrum Works by providing such relevant evidence as RadioShack may have
within its control. Sprint and Sprint Spectrum agree to reimburse RadioShack for
RadioShack's  out-of-pocket  expenses  (including  attorney's fees and expenses)
reasonably  and solely  incurred  in  providing  such  evidence  and  reasonable
assistance.  To the extent permitted by law,  RadioShack shall have the right to
intervene at its own expense in any legal proceedings  affecting its copyrights.
Sprint and Sprint Spectrum may at their own expense and in the exercise of their
sole  discretion  bring a claim or lawsuit to restrain any  infringement  of the
Sprint and Sprint  Spectrum  Works,  in its own name,  and shall be  entitled to
receive  and retain for its own use and  benefit  any  recovery  awarded in such
lawsuit.  Sprint and Sprint  Spectrum may only name RadioShack as a plaintiff or
join  RadioShack  as a party to any such lawsuit  after  obtaining  RadioShack's
prior  written  permission  and after Sprint and Sprint  Spectrum have agreed in
writing to reimburse  RadioShack for all reasonable  attorney's  fees, costs and
expenses incurred.

     Sprint and Sprint  Spectrum  shall defend,  indemnify  and hold  RadioShack
harmless  from any Damages  imposed on or incurred by  RadioShack as a result of
any  claim or  lawsuit  brought  against  RadioShack:  (A)  claiming  direct  or
contributory  infringement  or inducement  to infringe a third  party's  patent,
copyright or similar intellectual property of right arising out of RadioShack's,
Sprint's  or Sprint  Spectrum's  importing,  using,  soliciting  orders  for, or
selling  Products or Services  supplied by Sprint or Sprint  Spectrum or made to
specifications  supplied by Sprint or Sprint Spectrum for compatibility with the
Services; (B) claiming contributory  infringement of or inducement to infringe a
third party's patent,  copyright or similar intellectual  property right arising
out of RadioShack's:  (1) importing or making Products for sale; or (2) using or
selling  Products or  products,  in  association  with the Services of Sprint or
Sprint Spectrum, wherein such Products or products do not directly infringe such
third party's  intellectual  property right;  or (C) claiming  infringement of a
third party's  copyright or similar  intellectual  property right resulting from
RadioShack's exercise of any of the exclusive rights of an owner of copyright or
similar  intellectual  property  right  with  respect  to any  work or  material
supplied  by  Sprint  or  Sprint  Spectrum  under  this  Agreement  for  use  by
RadioShack,  provided that  RadioShack  complies with the procedure set forth in
Section 14(g) below.

     (b) Sprint or Sprint Spectrum shall promptly notify RadioShack of any event
of third party  infringement  of  RadioShack  copyrights in a work or authorship
related to this Agreement  ("Works")  that comes to Sprint or Sprint  Spectrum's
attention.  Sprint or Sprint Spectrum agrees to reasonably  assist RadioShack in
the prosecution of any claim or lawsuit against infringement of RadioShack Works
by providing such relevant evidence as Sprint or Sprint Spectrum may have within
its control. RadioShack agrees to reimburse Sprint or Sprint Spectrum for Sprint
or Sprint  Spectrum's  out-of-pocket  expenses  (including  attorney's  fees and
expenses)  reasonably  and  solely  incurred  in  providing  such  evidence  and
reasonable assistance. To the extent permitted by law, Sprint or Sprint Spectrum
shall have the right to  intervene  at its own expense in any legal  proceedings
affecting   Sprint's  or  Sprint  Spectrum's   copyrights.   RadioShack  may  at
RadioShack's  own expense and in the exercise of  RadioShack's  sole  discretion
bring a claim or lawsuit to restrain any  infringement of the RadioShack  Works,
in its own name, and shall be entitled to receive and retain for its own use and
benefit any recovery awarded in such lawsuit. RadioShack may only name Sprint or
Sprint  Spectrum as a plaintiff or join Sprint or Sprint  Spectrum as a party to
any such lawsuit  after  obtaining  Sprint or Sprint  Spectrum's  prior  written
permission and after RadioShack  agrees in writing to reimburse Sprint or Sprint
Spectrum for all reasonable attorney's fees, costs and expenses incurred.

     RadioShack  shall  defend,  indemnify  and hold  Sprint or Sprint  Spectrum
harmless from any Damages imposed on or incurred by Sprint or Sprint Spectrum as
a result of any claim or lawsuit brought against Sprint or Sprint Spectrum:  (A)
claiming  direct or  contributory  infringement  of or  inducement to infringe a
third party's patent,  copyright or similar intellectual  property right arising
out of Sprint or Sprint Spectrum's or RadioShack's importing,  using, soliciting
orders for, or selling  products or services  supplied by  RadioShack or made to
specifications  supplied by RadioShack for compatibility with the Services;  (B)
claiming contributory  infringement of or inducement to infringe a third party's
patent,  copyright or similar intellectual  property right arising out of Sprint
or Sprint Spectrum's: (1) importing or making products for sale; or (2) using or
selling  Products or products,  in association  with the services of RadioShack,
wherein such  Products or products do not directly  infringe  such third party's
intellectual  property  right;  or (C) claiming  infringement of a third party's
copyright or similar intellectual property right resulting from Sprint or Sprint
Spectrum's  exercise of any of the exclusive  rights of an owner of copyright or
similar  intellectual  property  right  with  respect  to any  work or  material
supplied  by  RadioShack  under  this  Agreement  for use by  Sprint  or  Sprint
Spectrum,  provided  that Sprint or Sprint  Spectrum as the case may be,  comply
with the procedure set forth in Section 14(g) below.

14.  Representations and Warranties: Indemnification - Each Party represents
and warrants to the other Parties that:

     (a) Due Incorporation or Formation; Authorization of Agreements - The Party
is a  limited  partnership  or  corporation  as the case may be duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization,  and is duly  qualified  or  licensed  to do business as a foreign
corporation,  limited  partnership,  or entity and is in good  standing  in each
jurisdiction  in which it will  conduct  business or carry out the  transactions
contemplated under this Agreement,  if the failure to be so qualified would have
a material  adverse effect on the business or assets of the respective  Party or
materially affects its ability to perform its obligations  hereunder.  The Party
has the full power and  authority  to own its property and carry on its business
as owned and  carried on at the date of this  Agreement.  The Party has the full
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations under this Agreement and to consummate the transactions contemplated
by this Agreement. The execution,  delivery and performance of this Agreement by
the  Party  has been  duly  authorized  by all  necessary  corporate/partnership
action.  This Agreement  constitutes the legal,  valid and binding obligation of
the  Party,   enforceable   in  accordance   with  its  terms,   subject  as  to
enforceability  limits  imposed  by  bankruptcy,   insolvency  or  similar  laws
affecting   creditors'  rights  generally  and  the  availability  of  equitable
remedies.  The Party has all necessary  licenses to market and sell the Products
and Service as contemplated by this Agreement.

     (b) No  Conflict;  No Default - Except  under  subparagraph  (b) (iii) with
respect  to any lease of any Retail  Store and  except as set forth on  Schedule
14(b),  to the best of the  knowledge,  information  and  belief  of the  Party,
neither the  execution,  delivery  and  performance  of this  Agreement  nor the
consummation by the Party of the transactions contemplated hereby:

     (i)  will  violate  or cause a breach of any of the  terms,  conditions  or
          provisions of any existing law, regulation,  order, writ,  injunction,
          decree,  determination or award of any  governmental  authority or any
          arbitrator, applicable to such Party,

     (ii) will violate or cause a breach of or constitute a default under any of
          the terms,  conditions or provisions of the certificate or articles of
          incorporation  or bylaws (or other governing  documents) of such Party
          or of any material  agreement or  instrument to which such Party is or
          may be bound or to which any of its material  properties  or assets is
          subject,  including  the course of conduct  between  the Party and the
          other party(ies) to such agreement,

     (iii)will violate or cause a breach of, constitute a default under (whether
          with  notice  or lapse of time or  both),  accelerate  or  permit  the
          acceleration  of the  performance  required  by,  give to  others  any
          interests or rights or require any consent,  authorization or approval
          under any indenture, mortgage or lease agreement or material financial
          obligation  to which  such  Party or by which  such Party is or may be
          bound, or

     (iv) will  require  any   consent,   approval  or   authorization   of,  or
          declaration,   filing  a  registration   with,  any   governmental  or
          regulatory authority, or

     (v)  will require any license,  other than those  currently held by a Party
          with the good  faith  belief  that  such  license  will  endure  or is
          renewable  and will be renewed by such Party for the full term of this
          Agreement, under the intellectual property rights of a third party.

     In  addition,  except  as  provided  in  Schedule  14(b)  attached  to this
Agreement,  RadioShack  represents and warrants to the other Parties that it has
contacted each of the Cellular Radiotelephone Service Carriers listed on Exhibit
14(b)  and that,  to the best of its  information,  knowledge  and  belief,  the
execution,  delivery and performance of this Agreement will not violate or cause
a breach or constitute a default under  (whether with notice or lapse of time or
both) of any existing contract by and between RadioShack and any of the Cellular
Radio Telephone  Service Carriers listed on Exhibit 14(b) in any of the Licensed
Markets  listed on Schedule III.1 of the National  Agreement to Market  Personal
Communications Services Addendum attached hereto.

     (c)  Litigation  - There are no  claims,  actions,  suits,  proceedings  or
investigations pending or, to the knowledge of the Party,  threatened against or
affecting the Party or any of its properties,  assets or businesses in any court
or before or by any governmental  department,  board, agency or instrumentality,
domestic or foreign, or any arbitrator which could, if adversely determined (or,
in the case of an investigation,  could lead to any action,  suit or proceeding,
which if adversely  determined  could) reasonably be expected to have a material
adverse  effect on the  Party's  ability to perform its  obligations  under this
Agreement.  The Party has not received any currently effective notice of default
under any law, regulation,  contract, agreement or otherwise which if not timely
cured could have a material adverse effect on the Party's ability to perform its
obligations  under  this  Agreement.  The  Party  is not in  default  under  any
applicable order, writ, injunction,  decree,  permit,  determination or award of
any governmental  authority or any arbitrator which could reasonably be expected
to have a material adverse effect on the Party.

     (d) Right to  Disclose;  Marks,  Ownership  and  Registration  - Each Party
warrants that it has the right to disclose all Proprietary  Information which it
has disclosed to the other Party pursuant to this Agreement. Except as expressly
provided   otherwise   in  this   Agreement,   none  of  the  Parties  make  any
representation or warranty,  express or implied, with respect to any Proprietary
Information.

     Each respective Party's Marks and the registration  thereof are good, valid
and  enforceable  at law and in equity.  Marks  which are being  applied for and
those for which  registrations  have not been  renewed are not  included in this
representation  and warranty (it being  understood no Party,  by this exception,
waives its claim to such Marks and this Agreement shall apply to such Marks even
if only applied for or currently not registered).

     (e)  Indemnification - Each Party hereto (the "Indemnifying  Party") agrees
to indemnify  and hold  harmless the other  Parties  hereto and their  permitted
assigns, and their partners, officers, directors, employees and agents, and each
of their representatives,  and their successors and assigns  (collectively,  the
"Indemnitees")  at all times from and after the  Effective  Date  against and in
respect of any Damages  (hereinafter  defined)  suffered by the Indemnitees as a
direct or indirect  result of any claims,  actions or demands by a third  party,
who is not an  Affiliate  of a Party  hereto,  to the  extent  caused by (i) any
breach of any  representation or warranty made by the Indemnifying Party in this
Agreement or any  agreement  executed by the  Indemnifying  Party in  connection
herewith; (ii) breach or default in the performance by the Indemnifying Party of
any of the  covenants  to be  performed  by the  Indemnifying  Party  under this
Agreement or any  agreement  executed by the  Indemnifying  Party in  connection
herewith; (iii) any debts, liabilities or obligations of the Indemnifying Party,
whether accrued, absolute,  contingent, or otherwise, due or to become due; (iv)
any claim by a third party preventing the Indemnifying  Party from substantially
performing its material obligations hereunder; (v) the Indemnifying Party's acts
or omissions with respect to any  advertising  (other than claims arising out of
(A) the proper use of the Indemnified Party's Marks, and (B) advertising that is
specifically  approved in form and content by the Parties, or (vi) any other act
or omission of the Indemnifying  Party, or any occurrence on the property of the
Indemnifying Party,  unrelated to this Agreement.  In addition,  notwithstanding
any term or  provision  of any  purchase  order or Addendum  to this  Agreement,
RadioShack will indemnify and hold harmless Sprint and Sprint's Indemnitees from
all Damages relating to or arising out of the manufacture,  sale or distribution
of any RadioShack-sourced,  Sprint-branded products, not attributable to any act
or omission of Sprint or otherwise  addressed herein;  and  notwithstanding  any
term or provision of any purchase  order or Addendum to this  Agreement,  Sprint
will indemnify and hold harmless  RadioShack and  RadioShack's  Indemnitees from
all Damages relating to or arising out of the manufacture,  sale or distribution
of any Sprint-sourced,  Sprint-branded  products, not attributable to any act or
omission of RadioShack or otherwise addressed herein.  PROVIDED,  HOWEVER,  that
claims,  actions and judgments  against an  Indemnitee  for wrongful or tortious
interference with contractual  relationships or wrongful or tortious  inducement
of breach of contract or like claims or actions under the case law,  statutes or
regulations  of any  jurisdiction,  and all  Damages  awarded in respect of such
claims (including any actual or punitive damages) are specifically excluded from
this indemnification obligation.

     (f) For the purposes of this  Agreement and unless  otherwise  specifically
provided,  the term "Damages"  shall include (i) all amounts  finally awarded or
charged  against an Indemnitee  and all actual  out-of-pocket  expenses or costs
incurred by such Indemnitee(s), including reasonable professional and attorneys'
fees and expenses  incurred in  investigating or in attempting to avoid the same
or oppose the imposition  thereof and (ii) interest at a rate per annum equal to
that  announced from time to time by the Wall St. Journal as the "prime rate" or
"base rate" (or the legal rate of interest,  if lower) from the date thirty (30)
days after notice of any such claim for indemnification  under this Agreement is
given,  or if an  unliquidated  claim,  from  such  later  date as the  claim is
liquidated, to the date full indemnification is made therefor, but Damages shall
not include any amounts for which any one of the Indemnitees  actually  receives
payment under an insurance policy, excluding self-insured amounts and deductible
amounts.

     (g) Promptly upon receipt by it of notice of any demand, assertion,  claim,
action or  proceeding,  judicial or otherwise,  with respect to any matter as to
which an  Indemnifying  Party has agreed to  indemnify an  Indemnitee  under the
provisions of this Agreement,  the Indemnitee will give prompt notice thereof in
writing  to  the  Indemnifying  Party,  together  with  the  statement  of  such
information  respecting such demand,  assertion,  claim, action or proceeding as
the Indemnitee  shall then have. If the  Indemnifying  Party  acknowledges  full
liability or potential  liability  without  admitting same under this Agreement,
the  Indemnifying  Party  shall  have the  right to  contest  and  defend by all
appropriate legal or other proceedings any demand,  assertion,  claim, action or
proceeding  with  respect  to which it has been  called  upon to  indemnify  the
Indemnitee under the provisions of this Agreement; provided, however, that:

     (i)  notice of intention so to contest shall be delivered to the Indemnitee
          within twenty (20) calendar days from the receipt by the  Indemnifying
          Party of notice of the  assertion  of such demand,  assertion,  claim,
          action or proceeding;

     (ii) the Indemnifying Party will pay all costs and expenses of such contest
          or defense,  including all attorneys' and  accountants'  fees, and the
          cost of any bond required by law to be posted in connection  with such
          contest or defense;

     (iii)such contest or defense  shall be  conducted  by  reputable  attorneys
          employed  by the  Indemnifying  Party and  reasonably  approved by the
          Indemnitee, at the Indemnifying Party's sole cost and expense, but the
          Indemnitee shall have the right to participate in such proceedings and
          to  be  represented   by  attorneys  of  its  own  choosing,   at  the
          Indemnitee's cost and expense without  contribution or indemnification
          by the Indemnifying Party for such costs or expenses;

     (iv) if after such  opportunity,  the Indemnifying  Party does not elect to
          assume the defense in any such  proceedings,  the  Indemnifying  Party
          shall be bound by the results  obtained by the  Indemnitee,  including
          without limitation any out-of-court settlement or compromise;

     (v)  if the Indemnifying Party assumes the defense,  the Indemnitee(s) will
          not settle, or attempt to settle,  such claim without the Indemnifying
          Party's consent; and


     (vi) the  Indemnifying  Party will not settle any claim  without  the prior
          written consent of the Indemnitees,  unless the settlement  contains a
          complete  and  unconditional  release  of the  Indemnitee(s),  and the
          settlement does not involve the imposition of any  nonmonetary  relief
          on the Indemnitees.

     (h)  Remedies in General - No delay or omission on the part of any Party in
exercising any right or remedy shall operate as a waiver of said right or remedy
or any  other  right  or  remedy.  A waiver  on any one  occasion  shall  not be
construed  as a bar to or a waiver of any right on any  future  occasion.  Every
right and remedy of a Party shall be  cumulative  and in addition to every other
right and remedy  expressed in this  Agreement or allowed by law or equity,  and
may be exercised singularly or concurrently.

15. Publicity - Except for legally mandated  disclosures,  any press releases or
public  announcements  relating to this  Agreement or the terms of the Agreement
must be mutually agreed upon by the Parties.

16. Independent Contractors - Nothing contained in this Agreement is intended or
shall be construed to create or establish any agency, partnership, joint venture
or  other   profit-sharing   arrangement,   landlord-tenant,   or  lessor-lessee
relationship between the Parties. No Party shall have any authority,  express or
implied, to create or assume any obligation,  enter into any agreement, make any
representation  or warranty,  file any document with any  governmental  body, or
serve or accept legal process on behalf of any other Party,  settle any claim by
or against  any other  Party,  or to bind or  otherwise  render any other  Party
liable in any way to any other person, without the prior express written consent
of the Party to be affected by such action.

17.  Product and Service  Representations  - All Product and Service  warranties
will be limited to, and be as set forth,  on each respective  Addendum  attached
hereto.  RadioShack  will not make to any  customer or  potential  customer  any
representation or warranties  whatsoever on behalf of Sprint or Sprint Spectrum,
and  shall  effectively   disclaim  any  authority  to  make  such  warranty  or
representation  on  Sprint's or Sprint  Spectrum's  behalf,  to any  customer or
potential  customer  regarding  any of  the  Products  or  Services,  except  as
specifically  authorized  by Sprint or Sprint  Spectrum on an Addendum  attached
hereto, as appropriate.

     Sprint and  Sprint  Spectrum  will not make to any  customer  or  potential
customer any representation or warranty whatsoever on behalf of RadioShack,  and
shall effectively disclaim any authority to make such warranty or representation
on RadioShack's  behalf, to any customer or potential  customer regarding any of
the Products or Services,  except as specifically authorized by RadioShack on an
Addendum attached hereto, as appropriate.

18.  Limitation of Liability - IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OTHER
PARTIES FOR SPECIAL, INDIRECT, INCIDENTAL,  EXEMPLARY,  CONSEQUENTIAL,  PUNITIVE
DAMAGES, OR LIKE DAMAGES,  HOWEVER CALLED, OR LOSS OF PROFITS,  ARISING FROM THE
RELATIONSHIP  OF THE PARTIES OR THE CONDUCT OF BUSINESS UNDER, OR BREACH OF THIS
AGREEMENT,  EXCEPT  WHERE SUCH  DAMAGES,  OR LOSS OF PROFITS,  ARE CLAIMED BY OR
AWARDED  TO A THIRD  PARTY IN A CLAIM OR  ACTION  AGAINST  WHICH A PARTY TO THIS
AGREEMENT  HAS  A  SPECIFIC  OBLIGATION  TO  INDEMNIFY  ANOTHER  PARTY  TO  THIS
AGREEMENT.

     NOTWITHSTANDING ANY INDICATION TO THE CONTRARY HEREIN, IN NO EVENT WILL ANY
PARTY,  INCLUDING  SPRINT AND SPRINT  SPECTRUM,  BE LIABLE OR HAVE ANY JOINT AND
SEVERAL OBLIGATION FOR THE INDEMNIFICATION OBLIGATIONS, OR ANY OTHER OBLIGATIONS
OR LIABILITIES,  OF ANY OTHER PARTY UNDER THIS AGREEMENT OR ANY ADDENDUM HERETO.
THIS  COVENANT DOES NOT AFFECT THE  OBLIGATION  OF A PARTY TO INDEMNIFY  ANOTHER
PARTY AS SPECIFICALLY PROVIDED HEREIN.

19.  Termination

     (a)  Termination  Events.  No Party will have the right to  terminate  this
Agreement for a period of thirty-six (36) months after the Effective Date unless
the grounds for termination are:

     (i)  that  another  Party has been  convicted  of a violation of a Federal,
          state or local  criminal  statute  and such  conviction  actually  and
          materially  adversely  affects  that  Party's  ability to perform  its
          obligations under this Agreement;

     (ii) that a final judgment has been entered  against  another Party finding
          said  Party in  violation  of a  Federal,  state or local  statute  or
          regulation  and such final judgment  actually and  materially  affects
          that Party's ability to perform its obligations under this Agreement;

     (iii)that another Party has (a) filed a voluntary petition in bankruptcy or
          voluntary petition or an answer seeking  reorganization,  arrangement,
          readjustment  of its  debts,  or any other  relief  under the  Federal
          Bankruptcy  Code  or  under  any  other  insolvency  act or law now or
          hereafter  existing,  (b) made a general assignment for the benefit of
          creditors,  or (c) admitted in writing its  inability to pay its debts
          as they mature;

     (iv) that another Party has had (a) an  involuntary  petition filed against
          it seeking reorganization,  arrangement, readjustment of its debts, or
          any other relief under the Federal  Bankruptcy Code or under any other
          insolvency  act or law now or  hereafter  existing  (b) a receiver  or
          trustee  appointed  involuntarily,  and such petition or action is not
          suspended,  stayed or dismissed within sixty (60) days after filing or
          appointment, as the case may be.

     (v)  that a Final  Order has been  issued by the  Arbitrator  containing  a
          finding of a material breach of contract,  representation  or warranty
          given by a Party in this Agreement or of any other material  breach of
          this Agreement by the Party against which termination is sought; or

     (vi) that a Change of Control has occurred  involving a Party, other than a
          transaction  constituting  a Change of Control by one Party of another
          Party.

     With respect to a termination  pursuant to  subsections  (i)-(iv) the Party
seeking  termination  will  provide the other  Parties  sixty (60) days  written
notice   following  the  occurrence  of  the  event  creating  the  grounds  for
termination; and, with respect to a termination pursuant to subsection (vi), the
Party  seeking  termination  will provide the other  Parties one hundred  twenty
(120) days written  notice  following the  occurrence of the event  creating the
grounds  for  termination;  and  with  respect  to  a  termination  pursuant  to
subsection  (v),  the  Party  seeking  termination  will  have  the  right to an
immediate  termination  following  receipt of the Final  Order,  but in no event
sooner than sixty (60) days from the date a Party first  notifies  the others in
writing of a breach.

     (b) Intentionally left blank.

     (c)  Termination  after  Thirty-Six  Months.  Each  Party may  unilaterally
terminate  this Agreement at any time after the end of the  thirty-sixth  (36th)
month after the Effective Date upon one hundred eighty (180) days written notice
following the unsatisfactory  conclusion of the Dispute Resolution procedure set
forth in Section 20(a) below. The Parties may by mutual agreement terminate this
Agreement at any time after the end of the  thirty-sixty  (36th) month after the
Effective Date by the following procedure:

     (i)  A Party  who  desires  to  initiate  the  mutual  termination  process
          described  herein (the  "Initiating  Party")  shall  notify each other
          Party  to  this  Agreement  (each a  "Responding  Party")  in  writing
          pursuant  to Section 26 and signed by the Chief  Executive  Officer of
          the Initiating Party. Such notice shall state conspicuously that it is
          a "Notice of Request for Mutual  Termination of Master Agreement." The
          Notice of  Request  for Mutual  Termination  may be  withdrawn  by the
          Initiating  Party if the  Initiating  Party  notifies each  Responding
          Party of such withdrawal in writing signed by the said Chief Executive
          Officer prior to receiving the appropriate  written responses from all
          Responding Parties described below.

     (ii) Within thirty (30) days from receipt of a Notice of Request for Mutual
          Termination  from the Initiating  Party or within such extended period
          as may be agreed upon by all Parties in writing, each Responding Party
          shall respond in writing signed by its Chief Executive  Officer to the
          Initiating  Party  and  send  a  copy  of its  response  to the  other
          Responding Party. The content of such responses shall only state:

     a.   "Notice  of Request  for Mutual  Termination  of Master  Agreement  by
          (Party Name)" (if the  Responding  Party  concurs with the  Initiating
          Party and wishes to mutually terminate the Master Agreement); or

     b.   "Rejection of Request for Mutual  Termination  of Master  Agreement by
          (Party Name)" (if Responding Party does not concur with the Initiating
          Party and does not wish to mutually terminate the Master Agreement).

     Each Responding party shall use its best efforts to respond within the time
period  provided.  Failure of any  Responding  Party to respond  within the time
period  shall be deemed an  automatic  withdrawal  of all Notices of Request for
Mutual  Termination  of the Master  Agreement  by the  Initiating  Party and all
Responding Parties.

     (iii)If all  parties  send  the  required  Notice  of  Request  for  Mutual
          Termination  of the Master  Agreement as set forth above,  the Parties
          shall, within the next thirty (30) days or within such extended period
          as may be agreed by all Parties in writing, negotiate to determine and
          resolve all  outstanding  issues,  including all amounts payable under
          Section  20(b)(iii)  and all other  amounts  payable by a Party to the
          other  Parties.  Any such  outstanding  issues  that are not  resolved
          within the time  provided  will be  submitted  to  arbitration  in the
          manner set forth in this Agreement.

     (d) Termination  Applies to All Parties. If this Agreement is terminated by
a Party, this Agreement will be terminated in its entirety.

     (e) Mitigation of Losses.  Upon the occurrence of an event creating grounds
for termination under Section 19(a) above, including but not limited to, a claim
that any Party has breached  this  Agreement or any  representation  or warranty
given in this Agreement,  the Parties shall use commercially  reasonable efforts
to mitigate damages caused by the occurrence of such event.

     (f) Duties Upon  Termination.  Upon the  expiration or  termination of this
Agreement:

     (i)  Except  as  otherwise  provided  herein,  the  Parties  will  use  all
          commercially  reasonable  efforts  to cease  immediately  all of their
          respective  efforts to promote the sale of the  Products  and Services
          through the Retail Stores  including the use of the Combination  Marks
          but in any event no later than sixty  (60) days  after  expiration  or
          termination of this Agreement;

     (ii) Except as otherwise provided herein, RadioShack will cease immediately
          the use of any Sprint and/or  Sprint  Spectrum  Marks,  and Sprint and
          Sprint Spectrum will cease  immediately  the use of RadioShack  Marks,
          and each will cease immediately the use of the Combination Marks;

     (iii)Except as otherwise  provided  herein,  the Parties  will  discontinue
          immediately  making any  statements  or taking any actions  that might
          cause third parties to infer that any business relationship  continues
          to exist  between the Parties  pursuant to this  Agreement,  and where
          necessary  or  advisable,  inform  third  parties  that the Parties no
          longer have a business relationship pursuant to this Agreement; and

     (iv) RadioShack   will  retain   possession   of  and  take  title  to  the
          Merchandising  Display (if neither Sprint or Sprint Spectrum  notifies
          RadioShack  within  thirty  (30)  days  after  the  effective  date of
          termination   of  such   Party's   intent  to  take  and   remove  the
          Merchandising  Display at such Party's  expense),  and RadioShack will
          remove and destroy the Sprint and/or Sprint  Spectrum  Marks and other
          designations  from all  Retail  Stores,  including  the  Merchandising
          Displays,  at  RadioShack's  sole cost and expense,  within sixty (60)
          days following termination of this Agreement.

     Notwithstanding anything to the contrary herein, following a termination of
this  Agreement,  RadioShack may continue to advertise and sell the Products for
the time period necessary to sell through or sell out each Product  remaining in
current  inventories to the extent provided in each Addendum hereto,  but in any
event no later than  twenty-four  (24) months after expiration or termination of
this  Agreement.  During such time,  RadioShack  may  continue to use the Sprint
Marks (but not in Combination Mark Format), but such use shall be subject to the
terms of this Agreement and limited to the Products  RadioShack has on order and
in inventory as of the termination of this Agreement.

     (g)  Subsequent  Marketing.  During the term of this  Agreement,  and for a
period  equal  to the  greater  (i) five  years  following  termination  of this
Agreement,  or (ii) the time period set forth in any applicable governmental law
or  regulations,  RadioShack  will not  sort  out and use for its own  purposes,
including any target  marketing,  a list of customers who have  purchased any of
the Sprint or Sprint Spectrum Products or Services which are the subject of this
Agreement,  or make such list or any portion thereof available to another PCS or
telecommunications  carrier  for the  purpose of sale of  products  or  services
similar to those set forth on any Addendum attached hereto;  provided,  however,
that this  paragraph  shall not be construed in any way to limit  general use by
RadioShack  of  RadioShack's  lists  compiled by RadioShack of its own customers
purchasing products or services, including Products or Services.

     (h) Post Termination Compensation.  For a period of twenty-four (24) months
following the  expiration or termination  of this  Agreement,  Sprint and Sprint
Spectrum shall pay RadioShack residual  commissions and compensation at the rate
and pursuant to the terms set forth on the applicable  Addendum in effect on the
effective date of termination or expiration of this Agreement.

     Upon a unilateral termination of this Agreement, Sprint or Sprint Spectrum,
as the  case  may be,  has the  option  in  Sprint  or  Sprint  Spectrum's  sole
discretion,  but not the  obligation,  to pay to  RadioShack,  in one lump  sum,
within  sixty  (60) days  after the  termination  date,  an amount  equal to the
present value as of the effective date of (using a discount  factor equal to the
then current two year  Federal  T-Bill  interest  rate per annum) of a stream of
Assumed  Payments,  as  defined  below)  for 24 months,  less  payments  made to
RadioShack  between the date of termination  and the date of payment of the lump
sum in full satisfaction of their respective obligations, as the case may be, to
pay residual  commissions  hereunder.  For the purposes of this option, the lump
sum payment  will be equal to the  Assumed  Payment  multiplied  by 24, and then
discounted  at the rate set forth  above.  For the  purposes of this  Agreement,
"Assumed  Payment"  means the amount equal to 1/12th of the  residuals  actually
earned by RadioShack  from all Sprint or Sprint Spectrum  Services,  as the case
may be,  sold on a residual  basis by  RadioShack  on behalf of Sprint or Sprint
Spectrum during the twelve (12) month period immediately preceding a termination
of this Agreement.  Any bounties,  activation fees,  incentive program payments,
marketing development funds,  advertising funds or any other non-residual or one
time  payments  made by Sprint  or Sprint  Spectrum  to  RadioShack  will not be
included  in this  calculation.  If the  Agreement  is in effect  for fewer than
twelve (12) months prior to termination,  the monthly average will be multiplied
by twelve in order to arrive at the twelve month period.

20.   Dispute Resolution

     (a)  Procedures  - In the event of a  dispute  arising  between  any of the
Parties,  out  of or  relating  to  the  Agreement  or  the  performance  of any
obligations under the Agreement, the Parties agree to attempt, in good faith, to
resolve such disputes through the escalation procedure set forth below:

     (i)  The Joint  Steering  Committee  members for the Parties  shall meet by
          telephone  or in person and  attempt to  resolve  any  dispute in good
          faith;

     (ii) If the Joint  Steering  Committee  members  are unable to resolve  the
          dispute  within five (5) business  days, or such longer period of time
          as agreed by the Joint  Steering  Committee,  the Parties'  respective
          Joint Steering  Committee  members shall provide a written  summary of
          the disputed issues to a senior division  officers for each Party. The
          senior division  officers (i.e., the president or titular head of each
          appropriate division or designated group of such Party) for each Party
          shall then meet by  telephone or in person and attempt to resolve such
          dispute in good faith;

     (iii)If the senior  division  officers  are unable to resolve  the  dispute
          within ten (10)  business  days,  the senior  division  officers  will
          provide  a  written  summary  of the  disputed  issues  to  the  chief
          executive officers of each Party. The chief executive officers of each
          Party will then meet by  telephone or in person and attempt to resolve
          such dispute in good faith;

     (iv) If the chief  executive  officers  are unable to resolve  the  dispute
          within ten (10) business  days,  then either Party may terminate  this
          Agreement as provided in Section 19(a)(v) or 19(c) above.

     (b) Termination Payments and Arbitration.

     (i)  Upon a unilateral  termination of this  Agreement by RadioShack  under
          Section  19(c),  or by Sprint or Sprint  Spectrum under Section 19(a),
          RadioShack  will pay to Sprint and Sprint  Spectrum an amount equal to
          the unamortized  Merchandising  Display Expenditures (less any credits
          or payments for the same  previously  received) as of the  termination
          date of this  Agreement,  and Radio  Shack will be entitled to receive
          only  one-half  of the amount  otherwise  payable by Sprint and Sprint
          Spectrum under Section 19(h) above;

     (ii) Upon a unilateral  termination  of this  Agreement by Sprint or Sprint
          Spectrum  under Section 19(c),  or by RadioShack  under Section 19(a),
          RadioShack  will pay to Sprint and Sprint  Spectrum an amount equal to
          one-half of the unamortized  Merchandising  Display Expenditures (less
          any credits or payments  for the same  previously  received) as of the
          termination date of this Agreement, and RadioShack will be entitled to
          receive all of the amounts otherwise payable under Section 19(h).

     (iii)Upon a mutual  termination  of this  Agreement  by the  Parties  under
          Section 19(c),  the Parties will meet and agree upon the amount of the
          unamortized  Merchandising  Display  Expenditures,  if any, payable to
          Sprint  and  Sprint  Spectrum  by Radio  Shack and the amount of money
          otherwise  payable under Section 19 (h), if any, payable to RadioShack
          by  Sprint  and  Sprint  Spectrum.   taking  into   consideration  the
          principles set forth in Section 20(b)(i) and Section 20(b)(ii).

     (iv) All  payments  due  under  this  Section  will be due and  payable  in
          immediately  available  funds within thirty (30) days of the effective
          date of the  termination  of  this  Agreement.  If  Sprint  or  Sprint
          Spectrum,  as the case may be,  elect the lump sum  payment  option in
          Section 19(h) above,  the lump sum payment will be offset  against the
          payment payable by Radio Shack hereunder.

     (v)  Solely for the purposes of this Section 20(b), and notwithstanding any
          inconsistent  period of amortization or depreciation  schedule claimed
          or used by a Party hereto, the Merchandising Display Expenditures will
          be  amortized  as  follows:  the  Merchandising  Display  Expenditures
          attributable  to the fixtures  will be amortized on the  straight-line
          basis  over  one  hundred  (100)  months;  and  Merchandising  Display
          Expenditures  attributable to the computer interface will be amortized
          on the straight-line  basis over thirty-six (36) months.  The starting
          date for the amortization with respect to each computer  interface and
          fixtures  for each  Retail  Store  will be the  first day of the first
          month in which a Merchandising Display is installed and operational in
          that Retail Store.

     Except for termination  payment  disputes under Section  20(b)(i) and (ii),
the Parties will submit to an Arbitrator any dispute which cannot be resolved by
the Parties  regarding the unwinding of this relationship and any alleged breach
of contract issues.  The Arbitrator will determine what, if any, measures should
be taken by the Parties to unwind the relationship;  provided, however, that the
Parties will not submit any trademark license provision to arbitration.

     Irrespective of termination, following the dispute resolution procedure set
forth above, a Party may submit a good faith  allegation of a breach of contract
claim to the  Arbitrator  for  determination  by the  Arbitrator,  who will also
determine the amount of damages,  if any, to be paid by a Party to another Party
for a breach of this Agreement.  This Arbitration  process shall be conducted in
accordance with the procedures set forth on Schedule 20(b) attached hereto.

21.  Confidentiality

     (a) Restriction - All Proprietary Information disclosed by one Party to the
other Parties is deemed to be  confidential,  restricted and  proprietary to the
disclosing Party.

     (b) Use - The Parties  agree to use the  Proprietary  Information  received
from the other Parties only to accomplish the intent of this Agreement. No other
rights to trademarks, inventions, copyrights, patents, or any other intellectual
property  rights are implied or granted under this Agreement or by the conveying
of Proprietary Information between the Parties.  Notwithstanding anything to the
contrary  herein or in the  Confidentiality  Agreement,  either Party may attach
this Agreement and attachments hereto to any public filing to the extent counsel
for such Party reasonably determines necessary.

     (c) Copying - Proprietary  Information  supplied is not to be reproduced in
any form  except  as  required  to  perform  a Party's  obligations  under  this
Agreement.

     (d) Care - The  receiving  Parties  must provide the same degree of care to
avoid  disclosure or  unauthorized  use of the  Proprietary  Information as they
provide to protect their own similar  proprietary  information.  All Proprietary
Information  must be retained by the  receiving  Parties in a secure  place with
access  limited  to only such of the  receiving  Party's  employees,  attorneys,
accountants  or agents  who need to know such  information  to perform a Party's
obligations  under this  Agreement and to such third  parties as the  disclosing
Party has consented to by prior written approval.

     (e) Ownership - All Proprietary Information,  unless otherwise specified in
writing,  (a) remains the property of the disclosing  Party, (b) must be used by
the receiving  Parties only for the purpose of performing its obligations  under
this Agreement,  and (c) such Proprietary  Information,  including all copies of
such  information,  must be returned to the disclosing  Party or destroyed after
the receiving  Party's need for it has expired or upon request of the disclosing
Party, and, in any event, upon termination of this Agreement.  At the request of
the  disclosing  Party,  the receiving  Party will furnish a  certificate  of an
officer of the receiving  Party  certifying  that  Proprietary  Information  not
returned to disclosing Party has been destroyed.

     (f) Limitation - The Parties agree that the term "Proprietary  Information"
does not include information which:

     (i)  has been or may in the  future  be  published  or is now or may in the
          future be  otherwise  in the  public  domain  through  no fault of the
          receiving Party;

     (ii) prior to disclosure  pursuant to this Agreement is property within the
          legitimate possession of the receiving Party;

     (iii)subsequent  to  disclosure  pursuant  to this  Agreement  is  lawfully
          received from a third party having rights in the  information  without
          restriction of the third party's right to disseminate  the information
          and without notice of any restriction against its further disclosure;

     (iv) is independently  developed by the receiving Party through parties who
          have not had, either directly or indirectly, access to or knowledge of
          such Proprietary Information; or

     (v)  is  obligated  to be  produced  under  order of a court  of  competent
          jurisdiction or other similar requirement of a governmental agency, so
          long as the Party  required to disclose the  information  provides the
          other Party with prior notice of such order or requirement.

     (g) Relief - The  Parties  agree that a breach of this  Section 21 may give
rise to  irreparable  injury  to the  non-breaching  Party(ies)  that  cannot be
compensated for adequately by damages. Consequently, the Parties agree that each
Party  shall be  entitled,  in  addition  to all other  remedies  available,  to
injunctive and other equitable  relief to prevent a breach of this Section 21 of
this  Agreement and to secure the  enforcement of the provisions of this Section
21 in any court of  competent  jurisdiction  in the  United  States or any state
thereof (and the Parties agree to waive any  requirement for the posting of bond
in connection with such remedy).

     (h) Term - A Party must not  disclose  the  Proprietary  Information  for a
period which is the longer of (a) four years from the date of  disclosure or (b)
two years following the date of termination of this Agreement.

22.      Insurance

     (a) Required Insurance - Each Party must, during the term of this Agreement
and at its sole expense, obtain and keep in force, the following insurance:

     (i)  Commercial  General  Liability  Coverage,  including  personal injury,
          bodily  injury,  property  damage,   operations  hazard,   independent
          contractor coverage, contractual liability, and products and completed
          operations  liability,  in limits  not less than  $5,000,000  for each
          occurrence (combined single limit); and

     (ii) Worker's Compensation and Employer's Liability insurance.

     (b)  Request  for  Certificates  - Each Party  shall  promptly  comply with
another Party's request for a certificate of insurance evidencing such coverage.

     (c) Policies of Insurance - All required  insurance  policies must be taken
out with  reputable  national  insurers  that are licensed to do business in the
jurisdictions where the Parties are doing business.

     (d) No  Limitation  On Liability - The  provision of insurance  required in
this Agreement will not be construed to limit or otherwise  affect the liability
of any Party to the other Parties.

     (e) Release - The Parties agree to release each other, and their respective
principals, employees, representatives and agents, from any claims for damage to
any  person or  property,  that are  caused by, or result  from,  risks  insured
against under any insurance  policies carried by the Parties and in force at the
time of any such damage. Each Party will cause each insurance policy obtained by
it to provide that the insurance  company waives all right of recovery by way of
subrogation against the other Party in connection with any damage covered by any
such policy.  Neither Party will be liable to the other for any damage caused by
fire or any of the risks insured against under any insurance  policy required by
this Section.

23.  Ethical  Conduct  and  Related  Covenants  - Each  Party will  perform  its
obligations  under  this  Agreement,   in  a  diligent,   legal,   ethical,  and
professional manner. Any representation made by either Party concerning Products
or Services  shall be in  compliance  with the  covenants in of this  Agreement.
Neither Party will disparage the other Party,  or the other Party's  products or
services.

24.  Compensation Disputes and Audit

     (a)  Disputes  Concerning  Compensation  Payments - If any  dispute  arises
concerning any compensation payment due hereunder, the disputing Party must give
the other Parties  written notice of the nature and amount of the dispute within
ninety (90) days of receipt of payment and supporting documentation.  If a Party
does not receive such  written  notice  within that ninety (90) day period,  all
compensation  payments  made  will  be  final  and  the  other  Parties  may not
thereafter  dispute  the  nature  or  amount of the  compensation  payment.  If,
however, the complaining party did not have knowledge of the compensation due it
because of fraud,  intentional failure to disclose,  breach of this Agreement or
any other act or omission of the other Party, this provision shall not apply and
the complaining Party shall have two (2) years from the date of discovery of the
relevant facts in which to make a claim.

     (b) Audit - Each Party  will  maintain  complete  and  accurate  accounting
records during the term of this  Agreement and for twelve (12) months  following
conclusion  or  expiration  of all  post-agreement  payment  obligations  of all
Parties in a consistent  form to substantiate  the direct monetary  payments and
reporting obligations of one Party to any other Party under this Agreement. Each
Party may, upon reasonable  advanced  written  notice,  conduct during the other
Party's  regular  business  hours,  and in accordance  with  applicable  law and
reasonable  security  requirements,  audits of such direct monetary  payment and
reporting  obligation  accounts and records,  in  accordance  with the following
guidelines  and  restrictions:  (a) the audit may be conducted by members of the
internal  audit  department  who are  employees of the auditing  Party,  (b) the
audited Party may require the auditing  Party's employee to conduct the audit on
the premises of the audited Party,  (c) the audited Party will have the right to
have an employee or  representative  present at all times during the audit,  (d)
the  auditing  Party will not have  direct  unrestricted  access to the  audited
Party's computer  database without the consent of the audited Party, and will be
entitled to review only those  specific  records of the audited  Party  directly
related to the  monetary  obligations  of the  audited  Party  hereunder  or the
applicable   Addendum,    specifically   limited   to   customer    activations,
deactivations,  customer billing records,  records related to  media/advertising
expenditures  (excluding  advertising  rate  information  subject to third party
confidentiality   and   non-disclosure   agreements),    Merchandising   Display
Expenditures and reimbursements,  market launch expenditures, market development
funds/escrow  arrangements,  and  any  other  records  directly  related  to the
monetary  rights and obligations of such Party  hereunder,  and (e) the auditing
Party's audit of activation,  deactivation, and customer billing records will be
limited to a reasonable random sampling audit of those records.

     Subject to the  restrictions  set forth  above,  the  audited  Party  shall
cooperate fully with the auditing Party.  All reasonable fees and costs incurred
(including a  reasonable  charge for the services of any employee of the audited
Party  directly  involved in the audit) by either Party in connection  with such
audits  shall be paid by the  auditing  Party.  The audited  Party will have the
right to have the  results of any such audit  reviewed  by the  audited  Party's
internal  auditing staff or by the audited Party's  independent  accountants who
then  audit  the  financial   statements  of  the  audited  Party  ("Independent
Auditors").  The cost of such internal or Independent  Auditors  review shall be
borne by the  audited  Party.  The  audited  Party  shall  use its  commercially
reasonable   efforts  to  immediately   correct  any  deficiencies   related  to
performance uncovered by such audit.

     Each Party may seek an audit of the other Party,  pursuant to this Section,
no more than once every six (6) months.  These audit rights shall  survive until
the period ending twelve (12) months  following  conclusion or expiration of all
post-agreement payment obligations of all Parties under this Agreement.

25. Taxes - RadioShack is  responsible  for payment of all taxes due as a result
of compensation payable by Sprint and Sprint Spectrum to RadioShack.

26. Notices - Notices under this Agreement shall be given in writing, either by:
personal   delivery;   prepaid  certified  or  registered  mail  return  receipt
requested;  recognized overnight courier or; facsimile transmission with receipt
confirmed  (with a copy of the original of the  facsimile  transmission  sent by
certified or registered mail to follow) addressed as follows: RadioShack Sprint

RadioShack                                  Sprint
100 Throckmorton Street                     Consumer Services Group
Suite 1600                                  8140 Ward Parkway
Fort Worth, TX  76102                       Kansas City, MO  64114
Attn:  Vice-President                                Attn: Director/RadioShack
Advertising and Marketing

with a copy (only of claims,                with a copy to:
indemnity matters, notices of
default and termination):

Tandy Corporation                           Sprint
1800 One Tandy Center                       Consumer Services Group
Fort Worth, TX  76102                       8140 Ward Parkway
Attn:  General Counsel                      Kansas City, MO  64111
                                            Attn: Legal Department



Sprint Spectrum
Sprint Telecommunications Venture
4717 Grand
Kansas City, MO  64112
Attn:  Vice-President Business
          Development with a copy
          to Law Department

with a copy (only of claims,
indemnity matters, notices of
default and termination):

Sonnenschein Nath & Rosenthal
Twentieth Century Tower II
4520 Main Street, 11th Floor
Attention:  David D. Gatchell


or to such other  address as the Party to receive the notices shall from time to
time designate in writing to the other Parties.

     27.  Assignment - The Parties shall not assign or in any other way transfer
this Agreement or any right or obligation hereunder, whether by operation of law
or otherwise,  without the prior  written  consent of the other  Parties,  which
consent shall not unreasonably be withheld or delayed;  provided,  however, such
consent  shall not be  required  in the event this  Agreement,  or any rights or
obligations  hereunder,  is assigned by a Party:  (i) to a person or entity with
which that Party may merge or  consolidate,  or (ii) to a person or entity which
purchases all or substantially  all of that Party's business or assets, or (iii)
to a person or entity which is an Affiliate of that Party.

28.      Miscellaneous Provisions

     (a) Force Majeure.  Any Party's delay in, or failure of,  performance under
this Agreement  shall be excused where such delay or failure is caused by an act
of nature,  fire,  or other  catastrophe,  electrical,  computer  or  mechanical
failure,  work  stoppage,  delays or  failure  to act of any  carrier  or agent,
direction or effect of an order from a court or  government  agency or body,  or
any other cause beyond a Party's direct control. Any Party seeking to be excused
for a delay in  performing  any  obligation  due to force  majeure must exercise
reasonable efforts to minimize the delay in performing such obligation.

     (b) Entire  Agreement.  This  Agreement,  together  with the Addenda to the
Agreement, set forth the entire understanding of the Parties with respect to the
subject matters contained  therein,  and supersede any prior or  contemporaneous
agreements, understandings and representations, whether oral or written, made by
or among the Parties  hereto.  No supplement,  modification or amendment of this
Agreement shall be binding, unless executed in writing by the Parties hereto.

     (c)  Amendments.  Any  amendments to the  Agreement  must be in writing and
signed by the Parties.

     (d) Waiver. If any Party fails, at any time, to enforce any right or remedy
available to it under this Agreement,  that failure shall not be construed to be
a waiver of the right or remedy with  respect to any other  breach or failure by
the other Party.

     (e) Validity.  If for any reason any clause or provision of this Agreement,
or the application of any such clause or provision in a particular context or to
a particular situation,  circumstance,  or person, should be held unenforceable,
invalid  or in  violation  of law by any  court  or  other  tribunal,  then  the
application   of  such  clause  or  provision  in  contexts  or  to  situations,
circumstances   or  persons   other  than  that  in  or  to  which  it  is  held
unenforceable, invalid or in violation of law shall not be affected thereby, and
the remaining  clauses and provisions hereof shall  nevertheless  remain in full
force and  effect.  Further,  where  state or federal  law governs any aspect of
matters or services  covered by this Agreement,  such state or federal law shall
prevail over inconsistent provisions in this Agreement.

     (f) Choice of Law.  This  Agreement  shall be governed by and  construed in
accordance  with  the laws of the  State  of  Delaware,  without  regard  to its
principles of conflicts of law.

     (g) Captions. The captions included in this Agreement have been inserted as
a matter of convenience  only and in no way are intended to define,  limit or to
be used in connection with the interpretation of this Agreement.

     (h) Approvals.  This Agreement is subject to any necessary  approval and/or
modification required by any local, state and federal regulatory agencies having
jurisdiction over the subject matter hereof.

     (i) Unforeseen  Expenses.  The Parties shall address any future  unforeseen
mutual Program  expenses which result in a significant  financial  impact on the
Program in such a way as to not disadvantage one or the other.

     (j)  Nonrecourse.  Unless a Party to this  Agreement,  no past,  present or
future  shareholder,  limited or general  partner in or of  RadioShack or Sprint
Spectrum,  no parent or other Affiliate of any company comprising RadioShack and
no parent or other affiliate of any company  comprising Sprint Spectrum,  and no
shareholder,   officer,  employee,  servant,   executive,   director,  agent  or
authorized  representative  of any of them (each, an "Operative") will be liable
by virtue of the direct or indirect ownership interest of such Operative in such
Party for  payments  due under  this  Agreement  or for the  performance  of any
obligation,  or breach of any  representation  or  warranty  made by such  Party
hereunder.  The sole recourse of RadioShack or Sprint Spectrum for  satisfaction
of the obligations of Sprint Spectrum or RadioShack under this Agreement will be
against the Party and the Party's  assets and not against any  Operative  or any
assets or property of any such Operative.  In the event that a default occurs in
connection  with such  obligations,  no action will be brought  against any such
Operative by virtue of its direct or indirect  ownership  interest in RadioShack
or Sprint Spectrum, as the case may be.

     (k)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts, all of which when taken together shall constitute one and the same
instrument.  Any Party  hereto may execute  this  Agreement  by signing any such
counterpart.

<PAGE>


                       Signature Page of Master Agreement




SPRINT UNITED MANAGEMENT                    SPRINT COMMUNICATIONS COMPANY, L.P.
COMPANY

By:  /s/  D. Wayne Peterson                 By:  /s/ Gary D. Forsee

Name:  D. Wayne Peterson                    Name:  Gary D. Forsee
Its:  President and Chief Operating         Its:  President and Chief Executive
       Officer, Local Telecommunications           Officer
       Division


                                            SPRINT SPECTRUM, L.P.


                           By: Sprint Spectrum Holding
                                  Company, L.P.
                           Its: General Partner
                           By: /s/ Andrew Sukawaty
                           Name: Andrew Sukawaty
                           Its:  CEO


                           TANDY CORPORATION, acting by and
                                  through its RadioShack Division

                              By: /s/ John V. Roach
                              Name: John V. Roach
                              Its: Chairman and CEO


<PAGE>


                                  Attachment 1


SUMC Affiliates

Carolina  Telephone & Telegraph Co. Central  Telephone Company - Nevada Division
Central Telephone Company - North Carolina Division Central Telephone Company of
Florida Central Telephone Company of Illinois Central Telephone Company of Texas
Central   Telephone   Company  of  Virginia  The  United  Telephone  Company  of
Pennsylvania United Telephone Company of Eastern Kansas United Telephone Company
of Florida United Telephone Company of Indiana, Inc. United Telephone Company of
Kansas  United  Telephone  Company  of  Minnesota  United  Telephone  Company of
Missouri United Telephone  Company of New Jersey,  Inc. United Telephone Company
of Ohio United Telephone Company of Southcentral Kansas United Telephone Company
of Texas,  Inc.  United  Telephone  Company of the  Carolinas  United  Telephone
Company  of  the  Northwest  United   Telephone   Company  of  the  West  United
Telephone-Southeast, Inc.


<PAGE>



                    Computer Interface and Fixtures Addendum

                                To Be Determined



<PAGE>



                             Excluded Marks Addendum

                              "Sprint available1/4"


<PAGE>



                                    Exhibit 1

                            Confidentiality Agreement

                                (to be attached)


<PAGE>



                             Purchase Order Addendum



<PAGE>


                                RadioShack Marks


SERVICE MARK                    APPLICATION NO.              REGISTRATION NO.


1-800-THE SHACK                                                 1,981,542
CIRCLE R RADIOSHACK logo          74-703,498

CROPPED CIRCLE R logo             75-019,807
CROPPED CIRCLE R logo             75-019,808
CROPPED CIRCLE R logo             75-019,809

MAKE RADIOSHACK YOUR
TELEPHONE COMPANY                                               1,353,351

RADIO SHACK                                                     1,676,195

RADIO SHACK logo                                                1,707,423

RADIOSHACK                        75-975,233

THE REPAIR SHOP AT RADIOSHACK                                   1,887,479

YOU'VE GOT QUESTIONS
WE'VE GOT ANSWERS                                               1,909,013





<PAGE>


                                  Sprint Marks

                                 To Be Supplied


<PAGE>



                                 Schedule 20(b)

                             ARBITRATION PROCEDURES

1.       Controversies and Claims Subject to Arbitration.

     Any  controversy  arising  out of or  related  to the  relationship  of the
Parties,  (excluding the  determination  of  termination  payments under Section
20(b)(i),  (ii) or a good  faith  allegation  of a  breach  of the  terms of the
Agreement or other matters for which arbitration is specifically provided in the
Agreement  (collectively,  "Claims"),  will be settled by a single Arbitrator in
accordance with the arbitration rules of the American  Arbitration  Association,
governed by the United States  Arbitration  Act, 9 U.S.C.  Sec. 1., et. seq. The
Arbitrator  shall apply the common law of Delaware with respect to any breach of
contract claims.  If the Parties cannot agree on the selection of the Arbitrator
within ten (10) days of the request for  arbitration,  any Party may immediately
request the  appointment  of the  Arbitrator  in  accordance  with the governing
rules.  Arbitration  shall  occur at any  location  to which the Parties and the
Arbitrator agrees or, in the absence of agreement, in Oklahoma City, Oklahoma.

2.       When Arbitration May Be Demanded.

     Demand for arbitration may not be made until the later of the expiration of
any  period  for  notice  and time to cure,  or the tenth  (10th)  day after the
Parties  have  presented  evidence  to each other or have been given  reasonable
opportunity to do so, with respect to their position regarding their Claims.

     A demand for  arbitration  shall be made within a reasonable time after the
Parties have exchanged  their  position,  and in no event shall it be made after
the date when institution of legal or equitable proceedings based on a breach of
contract would be barred by the applicable statute of limitations.

3.       Factors for Consideration.

     Each  Party  may  propose  in  writing,  within  fifteen  (15)  days of the
selection of an Arbitrator,  those factors that it contends should be applied by
the Arbitrator in reaching a decision, and may submit a supporting brief.

     The Parties may,  within twenty (20) days  following the  conclusion of the
discovery provided for in Section 6 below,  propose additional factors that they
contend should be applied by the Arbitrator and may submit supporting briefs.

     The  Arbitrator  shall receive  evidence and hear  arguments on each factor
proposed as hereinbefore  provided  ("proposed  factor(s)"),  for inclusion as a
factor to be applied in reaching a decision.  The  Arbitrator  shall  select for
application any proposed factor if there is sufficient information in the record
as a whole to permit its rational application.  In applying the proposed factors
selected,  the Arbitrator may weigh the proposed  factors,  including  giving no
weight,  to any one or more proposed  factors.  The Arbitrator  also shall apply
each proposed  factor  consistently  to the maximum extent  possible,  provided,
however,  that the  Arbitrator  may not decline to apply a proposed  factor to a
Party  solely  because  information  in the  record as a whole  concerning  that
proposed  factor may not apply to, or is  insufficient  to allow  application of
that proposed factor to, all Parties.  The Arbitrator  shall apply only proposed
factors.  The  Arbitrator  shall,  in his final  order,  an  explanation  of the
reason(s) why any proposed  factor was or was not applied,  and if applied,  the
manner in which it was applied.

4.       Contract Performance During Arbitration.

     During arbitration proceedings,  the Parties will continue to perform their
respective  responsibilities under the terms and conditions of the Agreement and
each Addendum thereto.

5.       Claims and Timely Assertion of Claims.

     A Party who  files  notice of demand  for  arbitration  must  assert in the
demand all Claims then known to that Party on which  arbitration is permitted to
be  demanded.  When  a  Party  fails  to  include  a  claim  through  oversight,
inadvertence or excusable neglect,  or when a claim has matured or been acquired
subsequently, the Arbitrator may permit amendment.

6.       Discovery.

     Within  thirty  (30) days of  appointment,  the  Arbitrator  shall  prepare
written  information  and  document  requests  to the Parties for the purpose of
eliciting  the  facts  necessary  to  make a  decision.  The  Parties  may  make
suggestions by letter to the Arbitrator as to the information and documents they
deem  necessary  for a  decision  and the  form of the  requests;  however,  the
Arbitrator's  decision with respect to the information and document  requests is
final.  The  Arbitrator  shall  give  liberal   consideration  to  the  Parties'
suggestions  and shall  thereafter  submit  proposed  information  and  document
requests  to the  Parties  and allow them  fifteen  (15) days after the  mailing
thereof  to  comment  on  such  proposals.  The  Arbitrator  shall  prescribe  a
reasonable  time  within  which  to  respond  to the  information  and  document
requests,  may grant those  extensions  of time he deems  appropriate,  and may,
after the responses have been served, submit additional information and document
requests until satisfied there is sufficient  information to make an allocation.
Responses to information and document requests must be signed and sworn to by an
authorized  representative  of each respective  Party. The Parties may object to
information  and  document  requests on the grounds set forth in Fed. R. Civ. P.
26(b)(1) and (c) within fifteen (15) days of the mailing of such information and
document requests,  and the Arbitrator shall establish a reasonable procedure to
rule  promptly  on such  objections.  Following  the  information  and  document
exchange,  the  Parties  will  have  ninety  (90) days in which to  conduct  and
complete depositions under a reasonable procedure established by the Arbitrator.
The Parties may object to depositions or deposition questions on the grounds set
out in Fed. R. Civ. P. 26(b)(1) and (c), and the  Arbitrator  shall  establish a
procedure  to rule  promptly  on such  objections.  The  Arbitrator  shall  have
available for  enforcement of rulings  relating to the  information and document
exchange and  depositions  the sanctions set forth in Fed. R. Civ. P.  37(b)(2),
except  contempt,  as well as the right to adjust a Party's award,  if any, as a
sanction.

7.   Hearing Procedure.  The following procedure shall govern the Arbitration
hearing.

     A.   After presentation of evidence, each Party shall have thirty (30) days
          for submission of Proposed Findings of Fact and Briefs. Within fifteen
          (15) days of the last day for such  submissions,  any Party may file a
          Reply to the Brief of any other Party or Parties.

     B.   Within  sixty  (60) days of the last day for  submission  of  Proposed
          Findings of Fact and Briefs,  the Arbitrator shall issue a Preliminary
          Order.  The  Preliminary  Order  shall  provide  a  specific  reasoned
          justification   for  the   Preliminary   Order   consistent  with  the
          requirements of Section 3 above.

     C.   Each Party will have thirty (30) days from the date of the Preliminary
          Order to file written exceptions to the Order.

     D.   Within  thirty (30) days of the  deadline for filing  exceptions,  the
          Arbitrator shall issue a Final Order, and provide a specific  reasoned
          justification  for the Final Order consistent with the requirements of
          Section 3 above.

     E.   The failure of the  Arbitrator  to meet the deadlines  established  in
          subparagraphs  B and D of this Section will not affect the validity or
          enforceability of the Final Order.

8.       Settlement Offers and Judgment on Final Award.

     At least ten (10) calendar days before the  commencement of the arbitration
hearings,  each side shall  provide a written  offer of  settlement to the other
side.  Each side  shall  concurrently  provide to the  Arbitrator  the same such
written offer of settlement at the time of the  commencement of the first day of
arbitration hearings.  The Arbitrator shall review each of the offers in camera.
The Arbitrator shall make the award in the amount of one settlement offer or the
other  settlement  offer.  The  Arbitrator  may not decide upon a dollar  figure
different than the dollar figure appearing in one or the other of the settlement
offers submitted by the Parties.

     The  Arbitrator  may  select  such  non-economic  procedures  to be used in
connection  with the unwinding  based upon the proposals of the Parties,  as the
Arbitrator may decide in his/her sole discretion.

9.       Enforcement.

     The award  rendered by the Arbitrator  shall be final,  and judgment may be
entered  upon  it  in  accordance  with  applicable  law  in  any  court  having
jurisdiction of the Party against whom the award was rendered.

<PAGE>


                              SPRINT SPECTRUM, L.P.

                          NATIONAL AGREEMENT TO MARKET

                         PERSONAL COMMUNICATION SERVICES

                          ADDENDUM TO MASTER AGREEMENT

                               September 10, 1996


                  Except as otherwise  provided herein,  all terms of the Master
Agreement by and between Sprint  Spectrum,  L.P.  ("Sprint  Spectrum") and Tandy
Corporation,  acting by and through its RadioShack  division  ("RadioShack") and
other  Parties,  dated  September 10, 1996 (the "Master  Agreement")  are hereby
incorporated by reference.

I.       Definitions.

         All  capitalized  terms not  otherwise  defined below have the meanings
given to them in the Master Agreement.

         "Activation" - means when Sprint Spectrum initially  activates PCS to a
subscriber, provided, initiation of service will not begin until Sprint Spectrum
has  sufficient  customer  information to bill a RadioShack PCS Customer for all
PCS Service.

         "Activation Fee" - has the meaning set forth in Section IV.A.1 below.

         "Activation  Period" - means a twelve calendar month period,  provided;
the "First Activation  Period" set forth in Section VIII.C for a Licensed Market
begins on the first day of the first full month during which  RadioShack has PCS
Equipment and solicits orders for Sprint Spectrum's Commercially Operational PCS
Services  in that  Licensed  Market  and  ends on the  last  day of the  twelfth
calendar month from that date; the "Second  Activation Period" for that Licensed
Market is the next  succeeding  twelve month period;  and the "Third  Activation
Period" for that Licensed Market is the next succeeding twelve month period, and
so forth.

     "Additional  Provider"  - means a PCS  provider  added  as a party  to this
Addendum, as provided in Section III.D. below.

         "Commission  Period"  -  means  with  respect  to each  RadioShack  PCS
Customer for whom a PCS Residual  Commission is due, the period beginning on the
date of Activation of the  RadioShack  PCS Customer and ending on the earlier of
(i) the date such customer is Deactivated  from PCS service with Sprint Spectrum
(whether or not such  customer  subsequently  resumes  PCS  service  with Sprint
Spectrum),  (ii)  the  last  day  of the  twenty-fourth  (24th)  calendar  month
following a termination of the Master Agreement.

         "Commercially  Operational"  - means the operation of PCS, which Sprint
Spectrum  has  made  available  to the  public,  in a market  with  the  minimum
standards set forth in 47 CFR Part 24.203.

         "Deactivate"  or  "Deactivation"  - means the act of,  or when,  Sprint
Spectrum  terminates the PCS of any  RadioShack PCS Customer  (whether on Sprint
Spectrum's initiative or the request of the Customer) in a Licensed Market which
does not constitute a Temporary Suspension of PCS.

         "Licensed  Market"  - means a Market  area for  which  Sprint  Spectrum
either owns, controls, or has a contractual  relationship with a party that owns
or controls, an FCC license to provide PCS.

         "Market" - means a Broadband  PCS Major  Trading  Area ("MTA") or Basic
Trading  Area  ("BTA")  service  area as defined  and  specified  in 47 CFR Part
24.202, as amended.

         "Market Share" - means, for a calendar month in a Licensed Market,  the
total  number  of  Net  Activations  attributable  to the  sale  of  Service  by
RadioShack  during  that month  divided by the total  number of Net  Activations
attributable   to  Sprint   Spectrum,   RadioShack  and  all  other   authorized
distributors of Services in that Licensed Market during that calendar month.
Market Share will be expressed as a percentage.

         "Master  Agreement" - means the Master  Agreement by and between Sprint
Spectrum and RadioShack dated September 10, 1996.

         "Net  Collected  PCS  Fees"  -  means  total  revenues   received  from
RadioShack  PCS  Customers  for a given month less taxes,  interconnection  fees
(local and long  distance),  any  non-recurring  charges,  charges  subsequently
credited to a customer and revenues for excluded services not provided by Sprint
Spectrum but billed by Sprint  Spectrum.  These excluded  services could include
but are not limited to long distance, local phone service, and cable television.
In situations where a RadioShack PCS Customer partially pays a bill,  RadioShack
will receive commissions based on the prorated PCS revenues.

         "Net  Activations" - means Activations for a given month less activated
customers  that do not maintain  PCS Service  with Sprint  Spectrum for a period
exceeding thirty (30) days or any offered money back guarantee period, whichever
is longer.

         "PCS  Equipment" - means Sprint  Spectrum PCS handsets  (including dual
mode   handsets   designed  to  transmit  and  receive  both  PCS  and  Cellular
Radiotelephone  Service)  and  related  accessories  included  in  the  original
manufacturer's packaging with the handset ("PCS Equipment").

     "PCS  Residual  Commission"  - has the meaning set forth in Section  IV.A.2
below.

         "Product" - has the meaning set forth in Section II.B below.

         "RadioShack  PCS Customer" - means a retail  consumer who (a) purchases
PCS Equipment  from a RadioShack  Company Owned Retail Store,  and (b) Activates
Sprint  Spectrum PCS on that PCS Equipment as identified by the PCS  Equipment's
unique equipment serial number ("ESN"); provided, however, a consumer will cease
to be a RadioShack  PCS Customer upon the date the consumer's PCS is Deactivated
with Sprint Spectrum for whatever reason.

         "Service" - means Sprint Spectrum's "Personal Communication Service" or
"PCS."  As  defined  in the  Master  Agreement,  PCS does not  include  Cellular
Radiotelephone Service.

         "S.S.S.R.P." - means Sprint  Spectrum's  suggested  retail price as set
forth on Schedule II.B.

         "Temporary  Suspension"  - means the temporary  interruption  by Sprint
Spectrum of PCS to any subscriber for any reason.

         "Uncovered  Market" - means any Market for which Sprint  Spectrum  does
not  offer  Commercially  Operational  PCS  whether  because  the  Market  is an
Unlicensed Market or Sprint Spectrum has not completed the necessary buildout to
have Commercially Operational PCS.

         "Unlicensed Market" - means any Market that is not a Licensed Market.

         "Weighted  Average  S.S.S.R.P."  - means with respect to each  separate
model of PCS Equipment, the amount determined by dividing X by Y where:

         Y        = the  total  number of units of that  model of PCS  Equipment
                  sold  by  RadioShack  in  all  Licensed   Markets  during  the
                  immediately preceding month;

         X =      the sum of all Z's determined for all Licensed Markets; and

         Z        = the product  determined by multiplying  the  S.S.S.R.P.  for
                  that model of PCS Equipment in that Licensed  Market as of the
                  beginning of the immediately  preceding month by the number of
                  units of that  model of PCS  Equipment  sold in that  Licensed
                  Market during the immediately  preceding  month.  For example,
                  assume the S.S.S.R.P. for Model 1 of PCS Equipment in Licensed
                  Market  A is  $225,  $200 in  Licensed  Market  B and  $175 in
                  Licensed  Market C and  RadioShack  sold  100  units in A, 200
                  units in B and 300 units in C.


<PAGE>



Licensed Market     Number of Units Sold         S.S.S.R.P.            Z

    A                      100                     $225            $ 22,500
    B                      200                     $200            $ 40,000
    C                      300                     $175            $ 52,500

Y = Total Units Sold =     600                            X  =     $115,000

         Weighted Average S.S.S.R.P. = $115,000 = $191.67
                                       --------
                                         600

II.      Product or Service Description

         A. Description.  All PCS Equipment will have the design  specifications
and features  determined by Sprint Spectrum in its sole commercially  reasonable
discretion. All PCS Equipment subject to this Addendum is and will be separately
identified  by model  number  and  other  description,  the  wholesale  price to
RadioShack,  and the  S.S.S.R.P.  set forth on Schedule  II.B to this  Addendum,
which may be amended,  including the removal or addition of specified  Products,
from time to time, by Sprint Spectrum.

         B. Price.  Sprint  Spectrum will sell to RadioShack the Products at the
wholesale  price set forth on  Schedule  II.B,  as amended  from time to time by
Sprint Spectrum,  which wholesale price will be no more than sixty-five  percent
(65%) of the S.S.S.R.P.  set forth on Schedule II.B., or otherwise  published in
writing by Sprint Spectrum to RadioShack.  If Sprint Spectrum designates, in its
sole  discretion one or more different  S.S.S.R.P.s for a model of PCS Equipment
for  different  Licensed  Markets,  the wholesale  price to  RadioShack  will be
sixty-five percent (65%) of the Weighted Average S.S.S.R.P. for that model. Upon
ten (10) business days notice by RadioShack  Sprint Spectrum agrees to calculate
and publish a Weighted Average S.S.S.R.P.  if such price exists. Sprint Spectrum
retains the right in its sole discretion to increase or decrease the S.S.S.R.P.,
nationally or for an individual  Licensed Market,  and may take into account all
factors,  including, but not limited to supply, demand, and any other prevailing
competitive forces. RadioShack may sell such Products at any legal price.

         All invoices for Products  supplied to RadioShack will allow RadioShack
a discount  of two  percent  (2%) of the  aggregate  purchase  price due for the
Products if paid  within ten (10) days of receipt of the invoice by  RadioShack,
with full payment  (without any  discount)  due within thirty (30) days from the
date of RadioShack's receipt of the invoice covering those products.

III.     Geographic Coverage (Rollout)

     A.   Licensed Markets. Sprint Spectrum has identified on Schedule III.1 and
          Exhibit III.2 to this Addendum  each  Licensed  Market,  as amended by
          Sprint Spectrum from time to time. Sprint Spectrum will amend Schedule
          III.1 within  ninety (90) days from the date of this Addendum with the
          estimated  dates  that  Sprint  Spectrum  will  have PCS  Commercially
          Operational  in each Licensed  Market,  and will update these dates on
          Schedule  III.1 from time to time as and when the estimated  dates are
          adjusted  and  will   immediately   notify   RadioShack  of  any  date
          adjustments  to  Schedule  III.1 by  telecopy  notice to  RadioShack's
          Director of Cellular Marketing.  The dates set forth on Schedule III.1
          are  good  faith  estimates  only and  Sprint  Spectrum  will  have no
          obligation to provide PCS in any Market on or before such dates.

     B.   Unlicensed  Markets.  Sprint Spectrum desires to, and will continue to
          strive to, obtain access to and PCS coverage of all Unlicensed Markets
          and Uncovered Markets through acquisitions,  buildout, joint ventures,
          affiliations,  resale agreements or other contractual relationships of
          or  with  third  party  entities,  necessary  to  provide  PCS in such
          Unlicensed Markets or Uncovered Markets.

   
     C.   Uncovered Markets.   Notwithstanding anything to  the contrary herein,
          RadioShack may offer PCS products and/or solicit orders for PCS in one
          or more Uncovered Markets.   Sprint Spectrum will  provide  RadioShack
          with written notice at least [_________________]  prior to the date on
          which Sprint Spectrum  projects a previously Uncovered Market will be-
          come a License Market ("Licensed Market Notice").  [________________].
          Sprint Spectrum will not  deliver a Licensed Market  Notice until such
          time that Sprint Spectrum, in its  reasonable business judgment, esti-
          mates that it will [___________________].


          After the Effective Date, neither RadioShack nor any  Affiliate of Ra-
          dioShack will enter any contract  to solicit orders for  PCS in an Un-
          covered Market unless RadioShack first  uses all commercially  reason-
          able efforts to include each such  contract a term  authorizing Radio-
          Shack to [_________________]; provided  that in no event will the term
          of any such contract extend beyond [__________________].

          With respect to the solicitation of orders for a third party's  PCS in
          a Licensed Market, in no event will the term of  any contract executed
          after the Effective Date extend beyond [__________________],  provided
          that any  amendment to  Schedule III.1 after  a contract has been exe-
          cuted by RadioShack after the  Effective Date  will not  affect Radio-
          Shack's obligation under this paragraph.

          Following receipt of the Licensed Market  Notice, the  Joint  Steering
          Committee will decide which Retail Stores will provide the Product and
          Service in that Licensed Market as set forth in the Master  Agreement.
          The  Joint  Steering  Committee  may  place or  remove any  Service or
          Products in or from any Retail Stores in any Licensed Market from time
          to time as and when determined by the Joint Steering Committee.

          Sprint Spectrum wil use all commercially reasonable efforts to coordi-
          nate the issuance of a Licensed Market Notice with RadioShack to allow
          RadioShack to [_____________________] specified in the Licensed Market
          Notice or as soon as possible thereafter.           
    

     D.   Additional  Providers.  Subject  to  RadioShack's  reasonable  consent
          (except  as  provided  below),  Sprint  Spectrum  may  add one or more
          Additional  Providers  who  have a  license  or  contractual  right to
          provide PCS in one or more  Markets as a party to this  Addendum,  but
          only if such  Additional  Provider  agrees  to  execute a copy of this
          Addendum  and be  bound  and  subject  to  the  terms  and  conditions
          hereunder.  RadioShack's consent will not be unreasonably withheld and
          cannot be withheld for compensation reasons.  Notwithstanding,  Sprint
          Spectrum may add any  Additional  Provider to this  Addendum who is an
          Affiliate  of Sprint  Spectrum,  or who is an  Affiliate of any equity
          owner of  Sprint  Spectrum,  without  RadioShack's  consent.  Further,
          notwithstanding the first sentence of this paragraph,  Sprint Spectrum
          may add any other Additional Provider, without RadioShack's consent if
          Sprint  Spectrum  guarantees  the  payments  and  performance  of such
          Additional Provider's obligations to RadioShack under this Addendum.

         Subject to  RadioShack's  contractual  obligations  with third parties,
RadioShack agrees to solicit orders for the PCS Services of each such Additional
Provider in that  provider's  Market(s),  and be compensated for such service as
set forth in this Addendum. Notwithstanding anything to the contrary herein, the
Additional  Provider will have no liability for the direct obligations of Sprint
Spectrum  or any other  Additional  Provider  in the  Master  Agreement  or this
Addendum,  and Sprint Spectrum will have no liability for the direct obligations
of any Additional Provider hereunder, except as provided above. Upon addition as
a party, the Additional Provider's Market and Roll-Out Date(s) will be listed on
Schedule III.1 hereto.

         All references  herein to "Sprint  Spectrum"  shall mean the applicable
Additional  Provider  with  respect  to  Activations  and  PCS  Services  on the
Additional Provider's PCS network(s),  which such PCS Service shall in all cases
be marketed and sold by RadioShack as Sprint Spectrum Service.

IV.      Compensation/Terms of Payment

         A.       Compensation.

     1.   Activation Fee. Except as provided below,  Sprint Spectrum will pay to
          RadioShack an "Activation  Fee" of  [_________________]  multiplied by
          the number of Net Activations obtained by RadioShack.  Sprint Spectrum
          will not pay  RadioShack the Activation Fee in cases where PCS Service
          is  established  with respect to an item of PCS Equipment  stolen from
          RadioShack.  Sprint Spectrum will not pay RadioShack an Activation Fee
          in cases  where PCS  Service is  established  in  violation  of either
          subscriber   enrollment   procedures  or  fraud  prevention   policies
          developed by Sprint Spectrum and reasonably  agreed upon by RadioShack
          in writing and attached to this Addendum as an exhibit or exhibits.

     2.   Service Residual  Commissions.  During the Commission  Period,  Sprint
          Spectrum   will  pay  to   RadioShack   a   residual   commission   of
          [________________]  of the Net  Collected PCS Fees  attributable  to a
          RadioShack  PCS Customer  during the term of this  Agreement (the "PCS
          Residual Commissions").

          Upon  a  unilateral  termination  of  the  Master  Agreement  or  this
          Addendum,  and in lieu of the first  paragraph of Section 19(h) of the
          Master  Agreement  (subject  further to Section 20(b)(i) of the Master
          Agreement),  Sprint Spectrum has the option in Sprint  Spectrum's sole
          discretion,  but not the obligation, to pay to RadioShack, in one lump
          sum, within 60 days after the termination date, an amount equal to the
          present  value  as of the  effective  date  of  termination  (using  a
          discount  factor  equal to the then  current two year  Federal  T-Bill
          interest rate per annum) of a stream of Assumed  Payments,  as defined
          below) for 24 months,  less payments  made to  RadioShack  between the
          date of  termination  and the date of payment of the lump sum  payment
          under this  Subsection  2 in full  satisfaction  of Sprint  Spectrum's
          obligations  to  pay  PCS  Residual  Commissions  hereunder.  For  the
          purposes of this  option,  the lump sum  payment  will be equal to the
          Assumed Payment  multiplied by 24, and then discounted at the rate set
          forth above.  For the purposes of this  Agreement,  "Assumed  Payment"
          means the amount equal to 1/12th of the Service  Residual  Commissions
          actually  earned by RadioShack  from all Spectrum  Services on which a
          Service Residual Commission was earned by RadioShack during the twelve
          (12) month period  immediately  preceding a termination  of the Master
          Agreement. Any bounties,  Activation Fees, incentive program payments,
          market development funds,  advertising funds or any other non-residual
          or one time payments made by Sprint Spectrum to RadioShack will not be
          included in this calculation.

     3.   Product Price Protection. If Sprint Spectrum's wholesale price, as set
          forth on Schedule  II.B, to RadioShack  for any Product shall decline,
          RadioShack  shall receive a credit in an amount equal to the amount of
          the price decrease multiplied by the sum of the applicable quantity of
          such PCS Equipment (i) in transit by Sprint Spectrum's  carrier to any
          one of RadioShack's  warehouse distribution centers and (ii) inventory
          landed  in the  distribution  centers  during  the  thirty  (30)  days
          immediately preceding the effective date of such price decrease, which
          credit  Sprint  Spectrum  agrees may be offset by  RadioShack  against
          other amounts owed by RadioShack to Sprint Spectrum.

     4.   Product Stock Balancing.  Product stock balancing will be addressed on
          a case-by-case  basis on terms negotiated in good faith by the parties
          and based upon prevailing market conditions at the time.

          B.   Incentive Programs. Sprint Spectrum may, from time to time, offer
               RadioShack and/or  RadioShack  employees  incentive  compensation
               programs   to  promote  the  sale  of  PCS   Equipment   and  the
               solicitation  of  orders  for the  Service.  All  such  incentive
               compensation  programs will be  coordinated  through the Cellular
               Marketing  Department  of  RadioShack.  To the extent of any cash
               payments,  Sprint Spectrum will pay all amounts payable hereunder
               directly to RadioShack;  RadioShack will disburse the payments to
               the  applicable  employees  in  accordance  with  any  applicable
               agreements  between  RadioShack  and  Sprint  Spectrum.  All such
               programs  may  be  terminated   by  Sprint   Spectrum  in  Sprint
               Spectrum's sole reasonable discretion.

          C.   Market    Development    Fund.    Sprint    Spectrum   will   pay
               [_________________]  per Net  Activation to a market  development
               fund  to be used  for the  promotion  of the  PCS  Equipment  and
               Services in the form and mediums determined by the RadioShack and
               Sprint Spectrum members of the Joint Steering  Committee.  Unless
               otherwise  decided by the unanimous  vote of the  RadioShack  and
               Sprint Spectrum members of the JSC all balances  remaining in the
               market development fund in excess of the budget for the following
               calendar  quarter  as  determined  by the  RadioShack  and Sprint
               Spectrum  members of the JSC at the end of each calendar  quarter
               will be returned to Sprint Spectrum, at Sprint Spectrum's option.
               Upon  termination of the Master  Agreement or this Addendum,  and
               after payment of all prior market development binding commitments
               and  obligations  made  by the  RadioShack  and  Sprint  Spectrum
               members of the JSC, all balances in the market  development  fund
               will be returned to Sprint Spectrum.

          D.   Terms of  Payment.  Within  thirty (30) days from the end of each
               calendar  month,  Sprint  Spectrum will remit to the  appropriate
               account  for  deposit  designated  by  RadioShack  in writing all
               monthly  amounts due hereunder  including:  (1)  Activation  Fees
               earned  for  Activations  during  that  month,  (2) PCS  Residual
               Commissions  due for Net  Collected  PCS Fees  received by Sprint
               Spectrum  during such calendar month,  (3) any incentive  program
               payments,  if any with respect to incentive  programs  offered by
               Sprint  Spectrum  and in effect  during such month in  accordance
               with the terms of such  program,  and (4) any market  development
               funds,  to be segregated and held in an  interest-bearing  escrow
               account,  instrument  or fund  subject to the  mutual  control of
               RadioShack and Sprint Spectrum. In connection with such payments,
               Sprint Spectrum will provide the documentation listed on Schedule
               IV.D attached hereto.

          E.   Rights of Setoff.  If  RadioShack  incurs  obligations  to Sprint
               Spectrum pursuant to the Master Agreement or under this Addendum,
               Sprint  Spectrum will be entitled to offset any such  obligations
               first against  Activation Fee payments (other than Activation Fee
               payments  being  withheld,   if  any),  and  thereafter   against
               aggregate   compensation  payments  due  RadioShack  from  Sprint
               Spectrum as provided under the terms of this Addendum.

V.       Customer Offer

         Sprint  Spectrum  will offer PCS through  one or more rate  plans,  the
specifics  of which will be  attached  as  Schedule  IV.C to this  Addendum,  as
amended.

VI.      Terms of Warranty/Customer Service

         Sprint  Spectrum will assign to  RadioShack  and customers who purchase
PCS Equipment all  warranties  provided by  manufacturers  of the respective PCS
Equipment,  which  will be  included  in the  packaging  of the  respective  PCS
Equipment.

         Sprint Spectrum agrees to maintain a support staff to provide telephone
support to RadioShack  Retail Stores and their customers in the installation and
use of the PCS Equipment. Telephone support will be provided to RadioShack at no
charge and to  RadioShack  PCS Customers at a charge not to exceed that assessed
to other customers supported by Sprint Spectrum.

VII.     Marketing/Merchandising

         A.   Merchandising Display.  See Master Agreement.

         B.   Demonstration  Units. The Merchandising  Display will include one
              or more demonstration units at no cost to RadioShack.

          C.   Literature. Sprint Spectrum will supply reasonably adequate point
               of  purchase  brochures  and  marketing  materials  at no cost to
               RadioShack  to  assist  RadioShack  sales  presentations.  Sprint
               Spectrum will also supply,  and RadioShack will use, materials at
               no cost to  RadioShack  which set forth  Sprint  Spectrum's  rate
               plans and terms of service.

VIII.    RadioShack's Operational Duties and Responsibilities

         RadioShack  will perform the following  duties,  responsibilities,  and
obligations  with  respect  to the  Products  and PCS  during  the  term of this
Addendum:

          A.   Licensed  Markets.   RadioShack  will  distribute   Products  and
               Services  designated  by the JSC in  each  Licensed  Market  once
               Sprint Spectrum has PCS Commercially Operational in that Licensed
               Market.  The Products will be distributed  and orders for Service
               solicited  through those Retail Stores in that Market  designated
               by the Joint Steering Committee,  subject to the terms of written
               legally binding  contracts with third party vendors in the Market
               executed  by  RadioShack  before  Sprint  Spectrum's  Operational
               Notice as provided in Section III.C. above.

          B.   Customers. RadioShack will use commercially reasonable efforts to
               solicit  customer  orders for the Services within each applicable
               Market and promote the sale of the Products and  solicitation  of
               orders  for  Services  to  the  extent  reasonable,  lawful,  and
               consistent with RadioShack's written contractual obligations with
               providers  of  cellular  products  and  Cellular   Radiotelephone
               Services, where applicable, all subject to and in accordance with
               the terms and conditions hereof.

          C.   Minimum  Activation  Level/Sales  Quotas.  In  exchange  for  the
               payment of the Activation Fee  attributable to Net Activations in
               a Licensed Market for a given calendar month,  RadioShack  agrees
               to use all commercially  reasonable efforts to attain average Net
               Activations  greater  than or  equal  to the  Minimum  Activation
               Levels  established  for that  Licensed  Market for that calendar
               month. Sprint Spectrum may withhold payment of the Activation Fee
               attributable to a Licensed Market if RadioShack  fails to satisfy
               the Minimum Activation Levels for that Licensed Market during any
               three (3)  consecutive  month period.  Sprint  Spectrum will make
               payment of any withheld  Activation  Fees and  reinstate  current
               payment of the Activation Fee for that Licensed  Market as of the
               first day of the first month after which RadioShack satisfies the
               Minimum  Activation  Levels  for at  least  two  (2)  consecutive
               months.  Any  Activation  Fees withheld  pursuant to this Section
               VIII.C.  as of the  termination  of this  Addendum,  that are not
               payable to RadioShack as provided in this Section  VIII.C.,  will
               be retained by Sprint Spectrum.

               For the purposes of this Addendum,  "Minimum  Activation  Levels"
               for a Licensed Market will be: [ ]

               The  Minimum  Activation  Levels in any  Licensed  Market will be
               waived  for  the   purposes  of   achieving   Activation   Period
               requirements  in any  month  where  there  is a  shortage  of PCS
               Equipment or Service  supplied by Sprint  Spectrum or  Additional
               Providers  that would  restrict or limit the sales of PCS through
               the Retail Stores in that Market.  A shortage of PCS Equipment is
               defined as an average  per Retail  Store  availability  quantity,
               evenly  distributed  throughout  the month,  of less than one and
               one-half times the previous month's sales per Retail Store.

         Notwithstanding  the first paragraph of this Section C, RadioShack will
no longer be required to satisfy the Minimum Activation Levels in a Market after
the Third Activation Period for that Market.

          D.   Establishment  of PCS  Service.  Schedule  VIII.D  sets forth the
               process by which  RadioShack  PCS  Customers  will  activate  and
               establish a PCS customer account with Sprint Spectrum.

          E.   Equipment Purchases.  RadioShack may purchase Product from Sprint
               Spectrum's   inventory,   subject   to   availability,   and  for
               RadioShack's own account, solely for the purpose of resale to end
               users within the Licensed Markets; provided, however, that except
               where prohibited by law, the resale of any Product to an end user
               must be for the purpose of using Sprint Spectrum's  Service by an
               end user within the Licensed  Markets.  RadioShack may, from time
               to time, purchase PCS Equipment from another source, provided the
               PCS   equipment    satisfies    Sprint    Spectrum's    technical
               specifications.  With the  approval of the JSC,  Sprint  Spectrum
               will,  upon  execution  of  the  Master  Agreement,  provide  the
               technical specifications for PCS Equipment to RadioShack, subject
               to  applicable  supplier  contracts.  In  no  event  will  Sprint
               Spectrum have any liability  with respect to the wholesale  price
               paid by  RadioShack  with  respect  to the sale of PCS  equipment
               provided by anyone other than Sprint Spectrum. Without limitation
               of the foregoing,  and excluding  sales and shipments of Products
               to Retail Stores,  RadioShack will not transship,  sell, transfer
               or  otherwise  distribute  outside  the  Licensed  Markets  where
               RadioShack   solicits   orders  for  the  Services  any  Products
               purchased  from  Sprint  Spectrum.  All  purchase  orders will be
               subject  to  and  incorporate  the  terms  of the  P.O.  Addendum
               attached to the Master Agreement.

          F.   Intentionally left blank.

          G.   Diligence.  RadioShack  will at all times exert all  commercially
               reasonable  efforts to promote and enhance the objectives of this
               Addendum. In connection therewith,  and except as may be provided
               otherwise in advertising  guidelines  established under Section 5
               of the Master Agreement,  RadioShack will not define, describe or
               market Cellular Radiotelephone Service as PCS, or PCS as Cellular
               Radiotelephone   Service,  in  its  advertising  and  promotional
               efforts  in  Licensed   Markets  and  will  take  those   actions
               commercially  reasonable  to ensure  RadioShack's  employees  and
               associates comply with this covenant.  If, however,  RadioShack's
               abilities to compete and to maximize  sales of Product and orders
               for  Services  (for  example,   where  the  accepted  or  general
               marketing  and  promotion   methods  of  other  PCS  or  cellular
               providers  with whom  RadioShack  must  compete  equate  cellular
               service with PCS or vice-versa,  or where the consumer perception
               in the  marketplace  so  equates  the  two) are  limited  by this
               provision,  RadioShack  may  use all  lawful  means  to meet  the
               competition  and  to  market  the  PCS  Product  and  Service  to
               consumers.

IX.      Sprint Spectrum's Operational Duties and Responsibilities

         Sprint  Spectrum will perform the following  duties,  responsibilities,
and obligations with respect to the Service and Products during the term of this
Addendum in each of the Licensed Markets:

          A.   PCS System. Sprint Spectrum will construct, maintain and operate,
               or contract with a third party for the production, maintenance or
               operation of, a Commercially Operational PCS system;

          B.   Rates.  Sprint  Spectrum will  establish the rates and reasonable
               terms and conditions of the sale of Sprint Spectrum's  Service to
               subscribers;

          C.   Product Samples.  Unless otherwise agreed, Sprint Spectrum agrees
               to provide a minimum of seven (7)  samples of all  Products  with
               written  specifications  for evaluation to  RadioShack's  Quality
               Control  Department at no charge to  RadioShack.  RadioShack  may
               dispose of all samples in the exercise of its sole discretion and
               without any  obligation  to return same to Sprint  Spectrum or to
               compensate  Sprint Spectrum in any way therefor.  Sprint Spectrum
               understands that the submission of any software samples will also
               include the rights to a full non-exclusive revocable site license
               for use within RadioShack headquarters.

          D.   Administrative   Procedure.   Sprint   Spectrum  will   establish
               reasonable  administrative  procedures and guidelines for sale of
               PCS,  enrollment of PCS subscribers set forth on Schedule VIII.D,
               and customer service to be provided to subscribers;

          E.   Illustrative   Materials.   Sprint   Spectrum   will  provide  to
               RadioShack without charge sufficient information and illustrative
               material on Sprint  Spectrum's  PCS Equipment and Service for the
               preparation  of  catalogs,   advertising  and  other  promotional
               activities  by  RadioShack;

          F.   Forms  and   Applications.   Sprint  Spectrum  will  provide  all
               applications,   forms  and  other  documentation   necessary  for
               referring  a  customer  to  Sprint  Spectrum  without  charge  to
               RadioShack;

          G.   PCS  Capability.   Sprint  Spectrum  will  use  all  commercially
               reasonable  efforts  to  provide  sufficient  PCS  Equipment  and
               Service  capacity  for sales of  Products  by  RadioShack  in the
               Licensed Markets.

          H.   Billing.   Sprint  Spectrum  will  bill  subscribers  for  Sprint
               Spectrum's  Service  charges  and  provide  customer  service and
               assistance, including collections of Service charges;

          I.   Monthly Report.  Sprint Spectrum will provide RadioShack,  within
               thirty  (30) days  from the end of each  calendar  month  billing
               cycle, with a monthly report,  in EDI format if possible,  of all
               RadioShack  PCS Customer  Deactivations  made by Sprint  Spectrum
               during such calendar  month billing  cycle,  which monthly report
               will include,  but not be limited to, the following  information:
               subscriber name, ESN, PCS phone number,  date of activation,  and
               date of deactivation.

          J.   Site Listing.  Sprint Spectrum will provide RadioShack's Accounts
               Receivable   Department  with  a  NPA-NXX  by  site  listing,  or
               functional equivalent, of all area code/exchange  combinations in
               use in the  Licensed  Markets  and update  such  listing at least
               quarterly  during the term of this  Agreement  to reflect  new or
               changed area  code/exchange  combinations as are issued to Sprint
               Spectrum.

          K.   Diligence. Sprint Spectrum will at all times faithfully, honestly
               and diligently  perform its  obligations  hereunder and exert all
               commercially  reasonable  efforts  to  promote  and  enhance  the
               objectives of this Addendum.

X.       Regulatory Approvals

          A.   Personal  Communications   Services.   Sprint  Spectrum  will  be
               responsible for securing and maintaining the necessary regulatory
               approvals to operate a PCS system.

          B.   Approvals.  This  Addendum is subject to any  necessary  approval
               and/or  modification  required  by any local,  state and  federal
               regulatory agencies having jurisdiction over the provision of PCS
               in the Licensed Markets.

          C.   Sprint  Spectrum as Licensee.  No provision of this Addendum will
               be construed as vesting in RadioShack  any control  whatsoever in
               any  facilities  and  operations  of  Sprint  Spectrum,   or  the
               operations of any Affiliate or contractual  third-party of Sprint
               Spectrum. RadioShack will not represent itself as an FCC, federal
               or state  certified  licensee for PCS.  Nothing in this  Addendum
               will be  construed  to make  RadioShack  a  carrier  or  obligate
               RadioShack  to provide  Service or obtain any  license to solicit
               orders for Service.

          D.   Compliance with Laws.  RadioShack and Sprint Spectrum will comply
               with all applicable federal, state, county and local laws, rules,
               regulations  and orders which apply to the  performance  of their
               obligations under this Addendum.

          E.   Rate  Approvals.  The basic charges to customers for Service will
               be those as set forth by Sprint  Spectrum,  which may be  amended
               from time to time as hereinafter provided. To the extent that any
               rate or category of  classification  is subject to  regulation or
               tariff, Sprint Spectrum, in its sole discretion,  may change such
               rate or category of  classification,  effective when specified in
               any such  regulation  or tariff.  To the extent  that any rate or
               category  of  classification  is not  subject  to  regulation  or
               tariff, Sprint Spectrum, in its sole discretion,  may modify such
               rate or category  of  classification  at  anytime,  but will make
               reasonable efforts to the extent commercially  reasonable provide
               thirty (30) days prior written notice to RadioShack.

XI.      Termination of Agreement

          A.   Shipped Purchase Orders.  In the event a notice of termination of
               the Master  Agreement  is received by either  Sprint  Spectrum or
               RadioShack,  all unshipped  purchase  orders placed by RadioShack
               and  accepted  by Sprint  Spectrum  will be  canceled,  provided,
               however  that  RadioShack  will be  obligated  to provide  Sprint
               Spectrum with (1) a written good faith  estimate of  RadioShack's
               anticipated  PCS Equipment  requirements  for the duration of the
               termination  notice period within fifteen (15) calendar days from
               the date of the  termination  notice and (2) a purchase order for
               said requirements  which will be placed by RadioShack with Sprint
               Spectrum  which will be subject to acceptance by Sprint  Spectrum
               in  accordance  with the P.O.  Addendum  attached  to the  Master
               Agreement.

          B.   Repurchase of Products by Sprint Spectrum. During the thirty (30)
               calendar day period after the date of expiration  or  termination
               of  this  Addendum,   Sprint   Spectrum  will   repurchase   from
               RadioShack, at the net price (net of any product price protection
               credits used by RadioShack with respect to such Products) paid by
               RadioShack  to Sprint  Spectrum,  any and all of the  Products on
               hand at the  Retail  Stores  and  RadioShack's  other  places  of
               business or  otherwise in the  possession  of  RadioShack,  which
               Products  RadioShack  cannot  use with any other  PCS  provider's
               system or  handsets.  Upon  notice  thereof  and tender by Sprint
               Spectrum of such  purchase  price,  RadioShack  will deliver such
               Products  and all right,  title and  interest  therein,  free and
               clear of all  liens and  encumbrances,  to  Sprint  Spectrum  and
               Sprint  Spectrum will prepay all costs  associated  with shipping
               such Products back to Sprint Spectrum. Sprint Spectrum,  however,
               will not be required to  repurchase  and will be entitled to, and
               will receive from RadioShack a credit to the extent that any such
               repurchased  Products  are  not  in  acceptable   condition,   as
               reasonably determined by Sprint Spectrum.

XII.     Nonrecourse

         Unless  a  Party  to  this  Addendum,   no  past,   present  or  future
shareholder,  limited or general  partner in or of RadioShack or Sprint Spectrum
or any  Additional  Provider,  no  parent  or  other  Affiliate  of any  company
comprising  RadioShack,  and  no  parent  or  other  affiliate  of  any  company
comprising  Sprint  Spectrum  or an  Additional  Provider,  and no  shareholder,
officer,   employee,   servant,   executive,   director,   agent  or  authorized
representative of any of them (each, an "Operative") will be liable by virtue of
the direct or indirect  ownership  interest of such  Operative in such Party for
payments due under this Addendum or for the  performance of any  obligation,  or
breach of any representation or warranty made by such Party hereunder.  The sole
recourse  of  RadioShack  or  Sprint  Spectrum  or an  Additional  Provider  for
satisfaction of the obligations of Sprint Spectrum or an Additional  Provider or
RadioShack under this Agreement will be against the Party and the Party's assets
and not against any  Operative or any assets or property of any such  Operative.
In the event  that a default  occurs in  connection  with such  obligations,  no
action  will be brought  against any such  Operative  by virtue of its direct or
indirect  ownership  interest in RadioShack or Sprint  Spectrum or an Additional
Provider, as the case may be.

XIII.     Counterparts

         This  Addendum  may be executed in any number of  counterparts,  all of
which when taken together  shall  constitute  one and the same  instrument.  Any
Party hereto may execute this Addendum by signing any such counterpart.


<PAGE>


                    SIGNATURE PAGE FOR NATIONAL PCS ADDENDUM

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

                                      SPRINT SPECTRUM, L.P.


                                      By:  Sprint Spectrum Holding Company, L.P.
                                      Its: General Partner

                                      By:  /s/ Andrew Sukawaty
                                      Name:  Andrew Sukawaty
                                      Its: CEO


                                      TANDY CORPORATION, acting by and through
                                        its RadioShack Division


                                      By:  /s/ John V. Roach
                                      Name:  John V. Roach
                                      Its:  Chairman and CEO


<PAGE>


                                  Schedule II.B

                                LIST OF PRODUCTS


Model No.                        Wholesale Price                      S.S.S.R.P.

                               (To be Determined)


<PAGE>


                                 Schedule III.1

                                LICENSED MARKETS


[             ].