Exhibit 10.9

     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.

                          PURCHASE AND SUPPLY AGREEMENT


     This Purchase and Supply Agreement (the "Agreement") is entered into and is
effective as of September 17, 1996 (the "Effective Date") by and between Samsung
Electronics  Co.,  Ltd., a company  organized  under the laws of the Republic of
Korea,  with offices at 1501 LBJ Freeway,  Suite 410, Dallas,  Texas 75234, (the
"Vendor") and Sprint Spectrum L.P., a Delaware limited partnership, with offices
at 4717 Grand Avenue, Kansas City, Missouri 64112 (the "Owner").

                                    RECITALS:

     WHEREAS,  the Vendor has  certain  rights to use certain  proprietary  Code
Division Multiple Access ("CDMA") technology;

     WHEREAS,  the  Federal  Communications  Commission  ("FCC") has defined six
spectral bands near 1.9 Ghz for use in Personal  Communications Services ("PCS")
for auction to bidders;

     WHEREAS,  the FCC  granted to the Owner or certain  of its  Affiliates  PCS
licenses to build and operate PCS systems in specified  geographic  areas in the
United States;

     WHEREAS,  the Owner desires to purchase  certain CDMA subscriber  equipment
from the Vendor and the Vendor  desires to sell such  equipment  to the Owner in
accordance with the terms and conditions of this Agreement;

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth in this Agreement, the Owner and the Vendor hereby agree as follows:

Section 1.        Headings and Definitions

     All headings used in this Agreement are inserted for  convenience  only and
are not intended to affect the meaning or  interpretation  of this  Agreement or
any section or clause of this  Agreement.  References to "third party" or "third
parties" will not mean either Party. The meanings given to terms defined in this
Agreement  are equally  applicable  to both the singular and the plural forms of
such terms.  Terms used and/or defined in the Exhibits,  appendices or Schedules
attached hereto that are not otherwise defined in this Agreement,  will have the
meanings set forth in those  Exhibits,  appendices or Schedules for the purposes
of those  Exhibits,  appendices  or  Schedules  only.  For the  purposes of this
Agreement, the following definitions apply:

     "AAA" means the American Arbitration Association.

     "Accessories"  mean those  accessories  for the  Subscriber  Units and made
generally  available to Customers and will include,  without  limitation,  a car
kit, cigarette lighter adapter, desk charger, travel charger, leather case, hand
strap  and  extra  batteries  (all  in  accordance  with  and  pursuant  to  the
Specifications)  and such other items as are specified in the  Specifications or
agreed upon by the Parties from time to time. Individually, an "Accessory".

     "Additional Affiliate" has the meaning ascribed thereto in subsection 12.2.

     "Additional  Affiliate  Agreement"  has the  meaning  ascribed  thereto  in
subsection 12.3.

     "Additional  Affiliate  Arrangement" means a formal arrangement between the
Owner and a Person to be designated an Additional  Affiliate  under the terms of
this  Agreement,  which  arrangement  will  include,  but  not  be  limited  to,
agreements on marketing,  backhaul,  common billing,  resale  agreements  and/or
revenue sharing.

     "Affected Products" has the meaning ascribed thereto in subsection 3.6(b).

     "Affiliates"  means the collective  reference to the Initial Affiliates and
the Additional Affiliates.

     "Agents" means the Owner's agents with resale capability in the Territory.

     "Agreement"  means this  written  contract  together  with all  appendices,
exhibits  and  schedules  attached  hereto,  as this  Agreement  may be amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
provisions of subsection 11.13 of this Agreement.

     "Annual Minimum  Commitment" has the meaning ascribed thereto in subsection
3.2(b).

     "Annual  Supply  Period" has the  meaning  ascribed  thereto in  subsection
3.2(b).

     "Applicable Laws" means, as to any Person, the certificate of incorporation
and by-laws or other  organizational or governing  documents of such Person, all
laws  (including,  but  not  limited  to,  any  Environmental  Laws),  treaties,
ordinances,  judgments,  orders and  stipulations  of any court or  governmental
agency or authority and statutes, rules, regulations, orders and interpretations
thereof  of  any  federal,  state,  provincial,   county,  municipal,  regional,
environmental or other Governmental Entity, instrumentality,  agency, authority,
court or other body (i)  applicable to or binding upon such Person or any of its
property  or to which  such  Person or any of its  property  is  subject or (ii)
having  jurisdiction  over  all or any  part of the  Products  or  otherwise  in
connection with the Vendor's obligations under this Agreement.

     "Assignment Date" has the meaning ascribed thereto in subsection 11.1.

     "Assignment Notice" has the meaning ascribed thereto in subsection 11.1.

     "Business Day" means any day of the year other than a Saturday or Sunday or
a United States national public holiday.

     "Catastrophic Defect" has the meaning ascribed thereto in subsection 3.10.

     "Catastrophic  Defect  Cure  Period" has the  meaning  ascribed  thereto in
subsection 3.10(a).

     "Change Order" has the meaning ascribed thereto in subsection 3.23.

     "Commencement" has the meaning ascribed thereto in subsection 4.2(d).

     "Commencement Date" has the meaning ascribed thereto in subsection 3.2(a).

     "Consumer Warranty" has the meaning ascribed thereto in subsection 3.8.

     "Contract  Vendors" means the  counterparties  to Procurement  and Services
Contracts.

     "Customer" means any CDMA customer of the Vendor offering Products for sale
within the Territory  (including any CDMA customer  outside of the Territory who
intends to use or resell  Products within the Territory) or any CDMA customer of
any of the Vendor's affiliates or subsidiaries offering Products for sale within
the Territory.

     "Custom Material" has the meaning ascribed thereto in subsection 7.9.

     "Defects and Deficiencies,"  "Defects or Deficiencies" or "Defective" means
when used with respect to any Products,  such items that are not (i) new (unless
otherwise as  specifically  set forth in this Agreement) and of good quality and
free from  improper or inferior  workmanship  and defects or (ii)  otherwise  in
conformance with the Specifications.

     "Delay Grace Period" has the meaning ascribed thereto in subsection 4.2.

     "Delay Period" has the meaning ascribed thereto in subsection 4.2(d).

     "Delayed Products" has the meaning ascribed thereto in subsection 4.2(d).

     "Delivery  Order"  means a  written  order by the  Owner  to have  Products
delivered to the FOB Point pursuant to and in accordance  with the terms of this
Agreement, each of which will be deemed to incorporate all terms, conditions and
provisions of this Agreement unless the Parties expressly agree otherwise.

     "Disputed Amount" has the meaning ascribed thereto in subsection 10.5.

     "End Date" has the meaning ascribed thereto in Section 2.

     "Environmental  Laws" means any and all federal,  state, local or municipal
laws, rules, orders, regulations,  statutes,  ordinances, codes, requirements of
any Governmental Entity, or requirements of law (including,  without limitation,
common law) relating in any manner to contamination, pollution, or protection of
human health or the environment.

     "Excess Delivery Order" has the meaning ascribed thereto in subsection 5.2.

     "Exchange Act" has the meaning ascribed thereto in subsection 11.18.

     "FCC Rules and  Regulations" has the meaning ascribed thereto in subsection
3.20.

     "Financing  Interim Period" has the meaning  ascribed thereto in subsection
10.10.

     "First  Annual  Minimum  Commitment"  has the meaning  ascribed  thereto in
subsection 3.2(b).

     "First System" has the meaning ascribed thereto in subsection 4.2(d).

     "FOB Point" means the  headquarters of Samsung America in Dallas,  Texas or
as otherwise mutually agreed between the Parties from time to time.

     "Forecast" has the meaning ascribed thereto in subsection 5.1.

     "Forecast Period" has the meaning ascribed thereto in subsection 5.1.

<PAGE>



     "Governmental  Entity" means any nation or government,  any state, province
or other  political  subdivision  thereof and any entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government within the Territory.

     "Independent  Auditor"  means any of the Persons set forth on Schedule 1 or
any Person  otherwise  mutually  agreeable  to the  Parties  other than the then
acting Independent Public Accountant.

     "Independent  Public  Accountant"  has  the  meaning  ascribed  thereto  in
subsection 3.3(b).

     "Infrastructure  Equipment" means any radio subsystem or any combination of
radio  subsystems  that handle the Owner's PCS radio  traffic in a cell or cells
within any given  Owner PCS System  and all other  telecommunications  equipment
which is necessary to the  functioning of any such radio  subsystem(s)  (i) with
any other radio subsystem or (ii) otherwise within the Nationwide Network or any
part thereof.

     "Initial  Affiliates" means the collective reference to each of the Persons
set forth on Schedule 2.

     "Initial   Affiliate   Agreement"  has  the  meaning  ascribed  thereto  in
subsection 12.1.

     "Initial  Fulfillment Units" has the meaning ascribed thereto in subsection
4.2(a).

     "Initial Term" has the meaning ascribed thereto in Section 2.

     "Intellectual   Property  Rights"  has  the  meaning  ascribed  thereto  in
subsection 7.1.

     "Late Amount" has the meaning ascribed thereto in subsection 3.4(a).

     "Late Postponement" has the meaning ascribed thereto in subsection 5.2(c).

     "Mark" has the meaning ascribed thereto in subsection 3.15.

     "Material  Accessories"  means,  with respect to each Subscriber  Unit, the
desk charger (and the plug therefor) and the slimline batteries.

     "MFC Certificate" has the meaning ascribed thereto in subsection 3.3(b).

     "Nationwide  Network"  means  all of the PCS  Systems  built or to be owned
and/or operated by the Owner or its Affiliates in North America.

     "New Products" has the meaning ascribed thereto in subsection 3.11.

     "Non-Conforming  Products" has the meaning  ascribed  thereto in subsection
3.22(b).

     "North America" means the United States,  Canada (including the Province of
Quebec) and Mexico.

     "Operating Subsidiary" means an entity (i) at least fifty-one percent (51%)
owned or controlled by an other entity, (ii) operating in the telecommunications
industry and (iii) having assets of at least ten million dollars ($10,000,000).

     "Originally  Scheduled  Supply Period" has the meaning  ascribed thereto in
subsection 3.2(c).

     "Owner Defined Feature" means (a) the features listed on Schedule 5 and (b)
any  feature,  enhancement,  modification  or  upgrade  to or to be added to any
Product  which is (i) not  currently  listed on or  described in Exhibit A, (ii)
which is, after the  Effective  Date,  specifically  requested in writing by the
Owner to the Vendor to be added to any  Product  pursuant  to and in  accordance
with the terms of this  Agreement,  (iii) which is not otherwise  made generally
available  to the Vendor's  Customers  and (iv) which is developed by the Vendor
for the Owner based solely upon the initiation of the Owner.

     "Owner Event of Default"  has the meaning  ascribed  thereto in  subsection
10.8.

     "Owner's  Succeeding Entity" has the meaning ascribed thereto in subsection
11.19.

     "Parties" means,  collectively,  the Owner and the Vendor, and "Party" will
individually mean the Owner or the Vendor.

     "Partners"  means  the  collective  reference  to  "Sprint  Corporation,  a
Delaware corporation  ("Sprint"),  Sprint Enterprises,  L.P., a Delaware limited
partnership,  Tele-Communications  Inc.,  a Delaware  corporation,  TCI  Network
Services,  a  Delaware  general  partnership  ("TCI"),  Comcast  Corporation,  a
Delaware corporation, Comcast Telephony Services, a Delaware general partnership
("Comcast"),  Cox  Communications,  a Delaware  corporation,  and Cox  Telephony
Partnership, a Delaware general partnership ("Cox").

     "Patent License" has the meaning ascribed thereto in subsection 7.11.

     "PCS" has the meaning ascribed thereto in the second Recital.

     "PCS System"  means all products and other  equipment,  tools and software,
all system element sites and any property  located there  necessary or desirable
to provide PCS in a given specified System Area.

     "Person"   means   an   individual,   partnership,   limited   partnership,
corporation,   business  trust,  joint  stock  company,  trust,   unincorporated
association,  joint  venture,  Governmental  Entity or other  entity of whatever
nature.

     "Previously   Existing  Products"  has  the  meaning  ascribed  thereto  in
subsection 3.12.

     "Procurement  and  Services  Contract"  means a  procurement  and  services
contract  entered  into,  or to be  entered  into,  between  the  Owner  and the
counterparty  or  counterparties  thereto in connection with the engineering and
construction  of PCS  Systems or any part  thereof,  as the same may be amended,
supplemented or otherwise modified from time to time.

     "Product  Enhancements"  means  modifications  or improvements  made to the
Products which improve performance of such Products.

     "Products" means all of the Subscriber  Units and the Accessories  provided
by the Vendor pursuant to and in accordance with this Agreement.

     "Proprietary  Information"  has the meaning  ascribed thereto in subsection
8.2.

     "Proprietary Marks" has the meaning ascribed thereto in subsection 3.17(b).

     "Purchaser"  means a Person  who  purchases  Products  from the Owner or an
Agent as an initial end user of the Product or Products  (provided that an Agent
that uses the Product will in no event be a Purchaser).

     "RFP" has the meaning ascribed thereto in subsection 7.9.

     "Samsung America" has the meaning ascribed thereto in subsection 11.1.

     "Second  Annual Minimum  Commitment"  has the meaning  ascribed  thereto in
subsection 3.2(b).

     "Shipped-to Location" has the meaning ascribed thereto in subsection 5.2.

     "Shortfall" has the meaning ascribed thereto in subsection 3.2(c).

     "Similar Products" has the meaning ascribed thereto in subsection 3.3(d).

     "Software" has the meaning ascribed thereto in subsection 7.5(a).

     "Software  Enhancements"  means  modifications or improvements  made to the
Software  relating to PCS Products which improve  performance of the Software or
which provide additional functions to the Software.

     "Specifications"  means the specifications and performance standards of the
Products   contemplated   by  this   Agreement  and  includes  any   amendments,
modifications  and/or other revisions  thereto made in accordance with the terms
of this Agreement and as more fully set forth in the Exhibits.

     "Subscriber  Unit" means the  Vendor's  SCH-1000  subscriber  handset,  and
subsequent  portable  phone  models  added  pursuant to this  Agreement,  all in
accordance with and pursuant to the Specifications.

     "System  Area" means a major  trading  area to which the Owner or any Owner
Affiliate has an FCC License to operate PCS services.

     "System  Managers"  means each of the managers  designated by the Owner and
the Vendor, respectively, for the purposes of subsection 11.8.

     "Task  Force  Team"  means the joint  development  Owner/Vendor  task force
established pursuant to subsection 3.18.

     "Term" has the meaning ascribed thereto in Section 2.

     "Territory" means the United States of America,  including  Washington D.C.
and all territories and possessions of the United States of America.

     "Third  Annual  Minimum  Commitment"  has the meaning  ascribed  thereto in
subsection 3.2(b).

     "Total Minimum  Commitment" has the meaning  ascribed thereto in subsection
3.2(b).

     "Training" has the meaning ascribed thereto in subsection 6.1.

     "United  States" means the fifty states of the United States,  the District
of Columbia and all United States territories and possessions.

     "UPC" means the Universal Product Code.

     "Vendor  Event of Default" has the meaning  ascribed  thereto in subsection
10.2.

     "Vendor Indemnities" has the meaning ascribed thereto in subsection 9.3(a).

     "Vendor Liabilities" has the meaning ascribed thereto in subsection 9.3(a).

     "Vendor's  affiliate","affiliate of the Vendor" or "Vendor's affiliates" or
the  like  means  any  Person  which  directly  or  indirectly  controls,  or is
controlled  by, or is under common  control with the Vendor.  The term "control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the management and policies of a Person.

     "Vendor Patents" has the meaning ascribed thereto in subsection 7.11.

     "Vendor's Succeeding Entity" has the meaning ascribed thereto in subsection
11.18.

     "Warranty  Period" means as to each Subscriber Unit, the respective  period
expiring (i) with respect to the Owner,  twelve (12) months after the respective
date of delivery of such  Product to the FOB Point and (ii) with  respect to any
Purchaser,  twelve  (12)  months  after the date of service  activation  of such
Product for such Purchaser; provided, however, that, with respect to Accessories
purchased by any  Purchaser,  three (3) months after the date of such  purchase,
whether they were purchased separately or together with Subscriber Units.

Section 2.        Term

     This  Agreement  will  commence  on the date first set forth above and will
continue for a period of three years (the "Initial Term")  following the initial
purchase  of  production  Subscriber  Units by the Owner (the "End  Date").  The
Initial  Term of  this  Agreement  may be  extended  beyond  the  End  Date  for
successive  periods by mutual  agreement of the Parties hereto (all such periods
plus the Initial Term, the "Term"). The terms, conditions and provisions of this
Agreement will apply to all Delivery Orders issued by the Owner for any Products
during the Term, unless otherwise agreed by the Parties.

Section 3.        Product Purchases

     3.1 Right to Purchase,  Resell and Use (a) During the Term,  the Owner will
purchase  Subscriber  Units and  Accessories on a  non-exclusive  basis from the
Vendor  pursuant  to and in  accordance  with the terms and  conditions  of this
Agreement.  The  Vendor  understands  and agrees  that the Owner  will  purchase
Products from the Vendor pursuant to this Agreement for the purpose of reselling
such  Products to the Owner's  Agents and/or  Purchasers in accordance  with the
applicable   terms  of  this   Agreement.   The  Vendor   further   understands,
acknowledges,  and  agrees  that the  Products  sold  hereunder  will be used in
accordance  with their  intended  purpose on and within the  Owner's  Nationwide
Network.

     (b) The Vendor  hereby grants to the Owner a  nonexclusive  right to resell
the Products  within the  Territory by means of (i) the Owner's own direct sales
utilizing  its  outbound  sales force and/or  through  retail  outlets  owned or
operated by the Owner,  and (ii) resales to Agents (who shall in turn,  have the
right to resell such Products to Purchasers within the Territory),  all upon the
terms and  conditions  set  forth  herein.  The  Vendor  represents  that it has
unencumbered  title to and right to sell any and all of the Products  sold or to
be sold  hereunder.  Subject to  Applicable  Law, the Owner  agrees  that,  with
respect  to all its  sales  to  Agents,  it will use its  reasonable  commercial
efforts to require its Agents to which it sells Products to resell such Products
only to bona fide end users,  Purchasers  or other  Agents  and only  within the
Territory.  For the purposes  hereof a "bona fide end user" means any Person who
is purchasing Products without the intent to resell such Products.

     3.2 Availability of Subscriber Units and  Accessories;  Minimum  Commitment
(a) Subscriber  Units and the  Accessories  therefor may be ordered by the Owner
for  delivery  at any  time  during  the Term on or  after  April 1,  1997 or as
otherwise  mutually  agreed  between the Parties  (the  "Commencement  Date") in
accordance  with the lead  times and  forecasts  set forth in  Sections  4 and 5
below.

     (b) Pursuant to and in accordance with the terms of this Agreement,  during
the Initial Term of this  Agreement  the Owner will purchase from the Vendor not
less  than   [___________________]   Subscriber   Units  (the   "Total   Minimum
Commitment").  During the twelve (12) months  from the  Commencement  Date (such
first  twelve (12) month  period and each  succeeding  twelve (12) month  period
during the Term, an "Annual  Supply  Period") the Owner will only be required to
purchase  from the Vendor  [__________________]  Subscriber  Units  (the  "First
Annual  Minimum  Commitment").  During the second Annual Supply Period the Owner
will only be required to purchase from the Vendor  [_______________]  Subscriber
Units (the "Second Annual Minimum  Commitment").  During the third Annual Supply
Period  the  Owner  will  only  be  required   to   purchase   from  the  Vendor
[________________] Subscriber Units (the "Third Annual Minimum Commitment"; each
of the First Annual Minimum Commitment,  Second Annual Minimum  Commitment,  and
Third   Annual   Minimum   Commitment,    an   "Annual   Minimum   Commitment").
Notwithstanding  anything stated in this subsection  3.2(b) to the contrary,  in
any given  Annual  Supply  Period the Owner will only have to  purchase  seventy
percent  (70%) of the  respective  amounts  set forth in the  second,  third and
fourth sentences of this subsection  3.2(b),  provided that at any time prior to
the  termination  of the Initial Term (unless  earlier  terminated in accordance
with  Section 10) the Owner will have  fulfilled  its Total  Minimum  Commitment
pursuant to and in accordance with the terms of this Agreement.  Pursuant to and
in accordance with the immediately preceding sentence, any amounts (up to thirty
percent (30%)) not purchased by the Owner in any given Annual Supply Period will
increase the Annual  Minimum  Commitment  in the next  succeeding  Annual Supply
Period  (without any penalty or  Shortfall  payment by the Owner to the Vendor);
provided  that for the third Annual Supply Period any such amounts (up to thirty
percent  (30%)) will be carried over and into and must be purchased by the Owner
in  accordance  with the terms of this  Agreement  during the  remaining  period
within the Initial Term.  Prior to the end of the first Annual Supply Period and
the second  Annual Supply  Period,  the Owner will give the Vendor prior written
notice of any  election by the Owner to exercise  the Owner's  rights  under the
preceding  sentence to  purchase  less than one  hundred  percent  (100%) of the
amount of the First Annual  Minimum  Commitment  and the Second  Annual  Minimum
Commitment,  as  applicable,  in the  respective  first Annual Supply Period and
second Annual Supply Period, as the case may be.

     (c) In the event  that the Owner  elects,  in its sole  discretion,  not to
place Delivery  Orders for delivery of Subscriber  Units in accordance  with the
terms of this Agreement in the amounts set forth in subsection 3.2(b) above (the
difference between any Annual Minimum Commitment and the amount actually ordered
for delivery  during each of the Annual  Supply  Periods set forth in subsection
3.2(b) by the Owner,  a  "Shortfall"),  then the amount of the  relevant  Annual
Minimum  Commitment  for such Annual Supply Period will be reduced (by an amount
equal to the amount of the  Shortfall  for such  Annual  Supply  Period) and the
Owner will pay to the Vendor the following amounts per Subscriber Unit which are
in any such Shortfall,  as full  compensation to the Vendor for such a reduction
in the applicable Annual Minimum Commitments:

                                               Charge per Subscriber
    Amount of Shortfall                        Unit in the Shortfall

Shortfall greater than or equal        $[_____] per Subscriber Unit in Shortfall
to 50% of the applicable Annual
Minimum Commitment
Shortfall greater than or equal        $[_____] per Subscriber Unit in Shortfall
to 30% and less than 50% of the
applicable Annual Minimum Commitment
Shortfall greater than or equal        $[_____] per Subscriber Unit in Shortfall
to 10% and less than 30% of the
applicable Annual Minimum Commitment
Shortfall less than 10% of the         $[_____] per Subscriber Unit in Shortfall
applicable Annual Minimum Commitment



     To the extent there is a Shortfall in any Annual Supply Period,  the Vendor
may invoice the Owner for any amounts  owed by the Owner to the Vendor  pursuant
to this subsection  3.2(c) no earlier than 5:00 p.m. on the last Business Day of
such  period and no later than ninety  (90) days from the last  Business  Day of
such period,  and the Owner will have sixty (60) days to pay any such invoice to
the extent the amount of any such invoice is not in good faith  dispute  between
the Parties  pursuant to subsection 11.8. To the extent the Owner is required to
pay the Vendor amounts as set forth in this subsection  3.2(c) for any Shortfall
during any Annual Supply Period, any such amounts once paid by the Owner will be
full  compensation  to the  Vendor  for such  reduction  in the  Annual  Minimum
Commitments  and the Owner will have no further  liability or  obligation of any
kind to the Vendor for any such reductions in the Annual Minimum Commitments and
any such payment will be the Vendor's  sole remedy (at law or in equity) for any
such  reductions  in the  Annual  Minimum  Commitments.  Nothing  set  forth  in
subsections  3.2(b) or 3.2(c) will be construed or  interpreted as relieving the
Owner of  purchasing  those  amounts of Products  projected  by the Owner in the
first three (3) months of a Forecast  which are subject to a firm Delivery Order
in accordance with subsection 5.1.

     3.3 Most  Favored  Customer  Status;  Exclusivity.  (a) With respect to all
Products  (including any New Products ordered by the Owner pursuant to the terms
of this  Agreement),  the Owner will be deemed the most  important  and  favored
Customer  of  the  Vendor  and  will   always   throughout   the  Term   receive
[_____________________________________]  better than any other Customers who are
within the Territory or otherwise  intend to use or resell such Products  and/or
Similar  Products within the Territory.  Notwithstanding  the above,  the Vendor
will not be obligated to provide  such  priority to the Owner if providing  such
priority  would  cause the Vendor to breach any of its  then-existing  contracts
and/or any Applicable Law; and further,  the priorities  [_____________________]
set  forth in this  subsection  3.3 will not  apply  to  internal  transfers  or
distributions  of Products  and/or Similar  Products by the Vendor to any of its
affiliates  or  subsidiaries;  provided  that any  subsequent  sales by any such
Vendor's  affiliate  or  subsidiary  to any  Customer  will  be  subject  to the
priorities  [___________________]  set forth in this subsection 3.3. At any time
during the Term, the Owner (subject to the immediately  preceding sentence) will
receive Products and/or Similar Products  (including any New Products ordered by
the Owner pursuant to the terms of this Agreement) [___________________] no less
favorable  to the Owner  than  those  given to any other  Customer  (other  than
Affiliates pursuant to the terms of this Agreement).

     (b) On an annual basis throughout the Term of this Agreement  commencing on
the  Effective  Date,  the Vendor  will be required to review its pricing of all
Similar  Products  provided to all Customers in the preceding  calendar year and
certify to the Owner in a certificate  executed by a duly authorized  officer of
the  Vendor  (the "MFC  Certificate")  that the Owner has in fact  received  the
prices and  availability  of and on  Products  in  accordance  with the terms of
clause (a) of this subsection  3.3. The annual MFC Certificate  delivered to the
Owner in accordance with this subsection 3.3(b) will be subject to verification,
at the  election  of  the  Owner,  by  any  public  accounting  firm  reasonably
acceptable  to the  Owner and  listed on  Schedule  1 (the  "Independent  Public
Accountant") and at the sole cost and expense of the Party whose position is not
supported by the report of the Independent  Public  Accountant or, if contested,
the report of the Independent Auditor. The Independent Public Accountant will in
no event  disclose  to the Owner or any other  third  party the  details  of any
contract or amendment  between the Vendor and any Customer other than details as
necessary to summarize terms including,  but not limited to, pricing relevant to
determinations  under  subsections  3.3(a) and (b) and further,  it is expressly
understood by the Parties that any such Independent Public Accountant, will only
have  access to such  limited  information  from the  Vendor as is  specifically
necessary to verify the Vendor's assertions (as disputed by the Owner) set forth
in the MFC Certificate so subject to verification  pursuant to the terms of this
subsection 3.3(b).

     (c) To the extent that it is determined  pursuant to subsection 3.3(b) that
the Vendor has not in fact  complied with the terms of  subsection  3.3(a),  the
Owner will have thirty (30)  Business  Days from receipt of the MFC  Certificate
(as verified by the Independent Public Accountant, if the MFC Certificate(s) was
so  subject to  verification)  to provide  the Vendor  with a written  claim for
Product  pricing  rebates (as  measured  from the date any such lower prices are
charged in  violation of this  subsection  3.3) on future  purchases  under this
Agreement  based upon the  Independent  Public  Accountant's  calculation of the
price  differentials  between the Vendor's  prices for Products  and/or  Similar
Products  (including any New Products) under this Agreement and any lower prices
charged by the Vendor to any other  Customer in  violation of clause (a) of this
subsection 3.3. To the extent that the Vendor  disagrees with any such claim for
such pricing rebates made by the Owner pursuant to this subsection  3.3(c),  the
Vendor  will have the right  within  ten (10)  Business  Days of  receiving  the
Owner's  written rebate claim to submit such claim  (including,  but not limited
to, the  Independent  Public  Accountant's  report on which it as based) and the
Vendor's  written  response  thereto to an  Independent  Auditor (other than the
Independent Public Accountant) who will have the authority to determine whether,
based only on the information  provided by the Owner and the Vendor,  the Vendor
has  complied  with the  terms of this  subsection  3.3(c).  If the  Independent
Auditor  finds that the Owner's  pricing  rebate claim is incorrect but that the
Vendor  has  still  violated  clause  (a)  of  this  subsection  3.3,  then  the
Independent  Auditor will have the right to adjust any such claim as appropriate
under such circumstances.  The Independent Auditor's  determination must be made
and  delivered to both the Vendor and the Owner within ten (10) Business Days of
receiving  the request  from the  Vendor.  Such  determination  once made by the
Independent  Auditor  will be final and  binding on the  Parties and will not be
subject to  further  modification.  The costs and  expenses  of the  Independent
Auditor  will be borne by the  Party  whose  position  is not  supported  by the
Independent Auditor or otherwise equitably under the circumstances.

          [(d) ___________________________.]

    3.4 Payment  Terms and Taxes.  (a)  Pursuant to and in  accordance  with the
terms of this  Agreement,  the  Vendor  will  invoice  the  Owner  for  Products
purchased  upon delivery of such  Products to the FOB Point,  and the Owner will
pay all such invoices within [______________] after the invoice date unless, the
Owner disputes (in  accordance  with  subsection  11.8) in good faith either the
Vendor's entitlement to, or the amount of, any such invoiced amount. All amounts
stated  herein  and/or  otherwise  required to be paid under or pursuant to this
Agreement are stated in, and will be paid in, U.S. Dollars.

     (b) The amounts to be paid by the Owner under this Agreement do not include
any United States' state or local sales and use taxes, however designated, which
may be levied or  assessed  in the  United  States  on the  Products  to be sold
hereunder. With respect to only such United States sales or use taxes, the Owner
will  either  furnish  the  Vendor  with an  appropriate  exemption  certificate
applicable thereto or pay to the Vendor, upon presentation of invoices therefor,
such  amounts  thereof as the Vendor may by law be  required  to collect or pay;
provided that the Vendor will use its reasonable  efforts to minimize the amount
of any such taxes. The Owner has no obligation to the Vendor with respect to any
other taxes, including,  but not limited to, those relating to franchise, net or
gross income or revenue, license,  occupation,  other real or personal property,
and fees  relating to  importation  or  exportation  of the  Products to the FOB
Point. Furthermore,  the Vendor will be responsible for and will pay any and all
taxes, fees,  tariffs and/or charges levied by any governmental  entity in or of
the Republic of Korea with respect to or arising from this Agreement  and/or any
actions related hereto.

     3.5 Delivery. (a) All deliveries of Products will be made to the FOB Point.
The Owner will specify the desired method of shipping.  Unless  otherwise agreed
in writing,  the Owner will pay for all shipping,  freight,  insurance and other
similar charges incurred in connection with such  deliveries.  In the absence of
written shipping instructions from the Owner, the Vendor will select the carrier
and insurance company at the Owner's expense,  taking into account and using its
best  commercial  efforts to minimize  the charges  levied by the  carriers  and
insurance companies under consideration, and will ship Products utilizing ground
transportation;  provided that, in the absence of prior  shipping  instructions,
the Vendor  will use  reasonable  efforts to contact  the Owner to request  such
shipping instructions prior to making any such selections.


     (b) The Owner will  inspect  and either  accept or reject all  Products  in
whole or in part within ten (10)  Business Days after the date of receipt at the
delivery  location  applicable  to such  Products  pursuant to the terms of this
Agreement. If the Owner fails to reject any Product delivered by the end of such
period,  the Owner shall be deemed to have accepted such Product;  provided that
any such acceptance will in no event limit,  modify, waive or otherwise restrict
the Owner's rights under the terms,  including  without  limitation the warranty
provisions, of this Agreement.

     (c) The Owner may request that the Vendor provide more extensive logistical
and distribution  capabilities to the Owner,  which capabilities the Vendor will
use its best commercial efforts to provide. If the Vendor agrees to provide such
services,  there may be,  depending  on the  level  and scope of such  services,
additional charges to the Owner on a per Product basis. Any such charges will be
mutually agreed upon by the Parties during  negotiations  between the Parties on
the provision of any such additional logistical and distribution services beyond
those outlined in this  subsection  3.5;  provided that, in determining any such
charges,  the Owner will be deemed  the  Vendor's  most  important  and  favored
Customer and will receive such services at prices,  on payment terms and subject
to all other  contract  terms on terms no less favorable to the Owner than those
offered or available to any other Customer subject to and in accordance with the
terms of subsection 3.3.

     3.6  Pricing  (a) The  Owner  will  purchase  Products  from the  Vendor in
accordance  with the  Product  pricing  set forth on  Appendix  1. The price for
Products  will be the  price in effect  on the date of the  applicable  Delivery
Order.  Initial pricing for new Products not otherwise  covered by Appendix 1 or
the terms of this Agreement  will be established by mutual good faith  agreement
between the Parties,  such agreement to be reached no less than ninety (90) days
prior to the commercial  availability  of any such new Products to any Customer.
All such pricing for such new Products will be determined in accordance with and
pursuant to the terms of this Agreement, including, but not limited to, the most
favored customer provisions set forth in subsection 3.3.

     (b) In the  event  that  the  Vendor  reduces  the  price  (other  than the
automatic annual price reductions set forth in Appendix 1 or any price reduction
due to a violation of subsection 3.3) of any Product, the Vendor will credit the
Owner's  accounts  payable  with an amount equal to the  difference  between the
reduced  price  and the  price in  effect  immediately  prior to such  reduction
multiplied  by the number of units of such  Product  which  were  shipped to the
Owner during the thirty (30) days immediately  prior to such price reduction and
which remain in the Owner's  inventory at such time (the  "Affected  Products").
The Vendor will promptly  notify the Owner of any such price  reduction.  If the
Vendor fails to provide the Owner with such a credit within such thirty (30) day
period  after  notification  by the Owner of such  quantities  remaining  in the
Owner's  inventory,  the Owner  will be  entitled  to offset  the amount of such
credit (calculated in accordance with the immediately  preceding sentence) first
against the amounts owed for any of the Affected  Products,  and second  against
any other amounts due to the Vendor by the Owner pursuant to this Agreement. The
Vendor  will have the  right,  but not the  obligation,  to have an  Independent
Auditor audit the Owner's calculation of the quantity of Products that remain in
the Owner's inventory  immediately prior to such price reduction,  provided that
the Party whose  position is not  supported by the  Independent  Auditor will be
responsible  for the costs and expenses of the  Independent  Auditor  designated
pursuant to this subsection 3.6(b).

     3.7  Warranty  to the Owner (a) The Vendor  warrants to the Owner that each
Product will be, during the  applicable  Warranty  Period,  free from Defects or
Deficiencies in material or workmanship.

     (b) In the event of any  breach  of the  warranty  set forth in  subsection
3.7(a) during the  applicable  Warranty  Period,  the Vendor will, in accordance
with the terms of this subsection 3.7, promptly repair or replace (in accordance
with  subsection 3.9) the defective or  nonconforming  Product or otherwise cure
any Defects and Deficiencies so that the defective or  nonconforming  Product or
any replacement therefor will perform in accordance with the Specifications.  If
the  Vendor  fails to  promptly  repair,  replace  and/or  cure  such  defect or
nonconformance, the Vendor will promptly refund any monies paid by the Owner for
such  Defective  Product (such refund to be made no later than the notice to the
Owner that it will not  repair  and  replace).  The  remedies  set forth in this
subsection 3.7(b) will be the sole and exclusive  warranty remedies in the event
of a breach by the Vendor of its obligation under this subsection 3.7.

     (c) No  warranty  will  extend to any Product  that has been  subjected  to
misuse, neglect or improper storage or installation by any Person other than the
Vendor, its agents,  employees,  subsidiaries and/or affiliates or that has been
used  with  accessories  other  than  Accessories  provided  by the  Vendor  (or
authorized  by the Vendor for use with the subject  Product) or any Product that
has been opened,  repaired,  modified or altered by anyone other than the Vendor
or a Vendor  authorized  repair  facility or any Product whose original  Product
specific  identification marks or serial numbers have been intentionally removed
or altered so as to be unreadable.

     (d) The Owner hereby  acknowledges and agrees that it has not relied on any
representations  or  warranties  other  than those  expressly  set forth in this
Agreement.  During  the  applicable  Warranty  Period (in no event less than the
Term),  Vendor will provide,  at Vendor's sole expense,  to the Owner telephonic
technical  support,  including  a hotline  staffed  from 7:00 a.m to 10:00  p.m.
Eastern time on each day of the year; provided that during any other time period
the Vendor will starting upon the Commencement Date and, during the Term provide
the Owner  access (by beeper or  otherwise)  to Vendor  personnel  competent  to
address significant problems relating to the Products.

     3.8  Consumer  Warranty  (a)  In  addition  to  the  warranty  provided  in
subsection  3.7, the Vendor will  provide a warranty  ("Consumer  Warranty")  to
Purchasers,  on the terms and  conditions set forth on Appendix 2; provided that
subject to the proof of  purchase  requirements  set forth in  Appendix  2, such
Consumer  Warranty  will in no event  be for a term  less  than  the  applicable
Warranty Period and will be for the benefit of, and will be directly enforceable
by any such  Purchaser.  The Parties  agree that the  Consumer  Warranty is made
solely by the Vendor and that the Owner makes no warranties  with respect to the
Products   pursuant  to  this  Agreement.   In  the  event  any  such  Purchaser
inadvertently or otherwise forwards Products subject to the Consumer Warranty to
the Owner,  the Owner will have the right to forward such Products to the Vendor
and the Vendor will perform its  obligations  under the Consumer  Warranty as if
such Purchaser forwarded such Products directly to the Vendor.

     (b)  Notwithstanding  anything  to the  contrary  in Appendix 2, during the
Consumer  Warranty  period the Vendor  agrees to allow a  Purchaser  to return a
Product  to  the  Owner  or to  the  locations  described  in  Schedule  4 for a
replacement  thereof by the Vendor in the event that such Product suffers from a
Defect or Deficiency within thirty (30) days after the purchase of such Product.
Upon the Owner's receipt of a Defective  Product from a Purchaser the Owner will
have the right to  deliver  any such  Defective  Product  to the  Vendor and the
Vendor will within ten (10) days of its receipt of such  Defective  Product from
the Owner  replace  such  Defective  Product  by sending a  replacement  Product
directly to the Owner or its designated  agents, or as otherwise mutually agreed
by the Parties.

     3.9 Repair and  Replacement  Services  (a) If the Owner  claims a breach of
warranty under  subsection  3.7, it must notify the Vendor of the claimed breach
within a reasonable  time (in any event during the applicable  Warranty  Period)
after its determination that a breach has in fact occurred. The Owner will allow
the Vendor to inspect the Products,  at the Owner's location designated for such
purpose,  or, upon the Vendor's issuance of a return authorization number and at
the Vendor's sole expense, the Owner will return via ground  transportation such
Products to any of the  Vendor's  designated  repair  facilities  located in the
United States and listed on Schedule 4.

     (b) Upon  request  by the Owner  for a return  authorization,  pursuant  to
subsection 3.7 or 3.8,  whether for replacement or for repair of a Product,  the
Vendor  agrees  that,  within  thirty (30) days of such Owner  request,  it will
either  issue such return  authorization  number or provide the Owner in writing
with  reasons for  refusing to issue such return  authorization  number.  In the
event that the Vendor  fails to provide  the  return  authorization  number,  or
provide  written  reasons for  refusing to do so, the Owner will be permitted to
offset the value of any amount  paid for the Product  against any other  amounts
owed by the Owner to the Vendor pursuant to this Agreement; provided that in the
event of any such  offset  the  Vendor may  request  the  return of the  subject
Product and, in the event of such request, the Owner will return such Product.

     (c) The Vendor will repair Products as soon as practicable after receipt of
the  Defective  Product  giving rise to the warranty  claim and will  maintain a
maximum  ten (10) day  turn-around  time to either  repair or replace  Products.
Turn-around  time is the time  between  receipt by the  Vendor of the  Defective
Product and  shipment  for return by the Vendor of the  repaired or  replacement
Product.  When  repairing or replacing  any Defective  Product,  the Vendor will
maintain  the  quality of the  Product  and will not  substitute  any  component
thereof with a component of lesser quality or with a component that has a lesser
performance  standard  or  capability.  Subject  to  the  immediately  preceding
sentence,  the Vendor will be entitled to repair or replace  defective  Products
using refurbished  components and refurbished  Products. In the event the Vendor
is requested by the Owner or any Purchaser or Agent to repair a Product which is
no longer  covered by a warranty  pursuant to the terms of this  Agreement,  the
Vendor will promptly  repair any such Product in accordance  with and subject to
the terms of this subjection 3.9 and at the repair service prices/fees set forth
on Appendix 3 hereto.

     3.10 Catastrophic  Defects (a) Throughout the applicable Warranty Period in
the event that (i) during the first  twelve (12) months of the Term in excess of
[_______________]  of  any  lot,  batch  or  other  separately   distinguishable
manufacturing  run of  Products  shipped to the Owner are found to be  Defective
(other than defects  directly  attributable  to a specific  Owner  requested and
Vendor accepted  Product  modification  pursuant to subsection  3.23) within any
consecutive  six (6) month  period,  or (ii) at any time after the first  twelve
(12)  months  of the Term in excess of  [_______________]  of any lot,  batch or
other separately  distinguishable  manufacturing  run of Products shipped to the
Owner are found to be Defective within any consecutive six (6) month period (any
such defect described in clauses (i) or (ii) above hereinafter  referred to as a
"Catastrophic Defect") the Owner will notify the Vendor thereof. Upon receipt of
such  notification,  the Vendor will have ninety (90) days in which to determine
the cause of and to remedy such Defect (the "Catastrophic  Defect Cure Period").
Upon such  remediation,  the Vendor will promptly  repair or replace any and all
Products  that were  subject to the same or similar  condition(s)  causing  such
Catastrophic  Defect (in the Owner's inventory and any such Products sold by the
Owner to  Purchasers)  with  repaired  or  otherwise  replaced  Products  at the
Vendor's  sole  expense  (including,  without  limitation,  all freight and duty
payments  applicable  thereto).  In  order  to  accurately  determine  that  any
Catastrophic  Defect has in fact been cured by the Vendor in accordance with the
terms of this  subsection  3.10 the Owner will not  exercise any of its remedies
under  this  subsection  3.10  against  the  Vendor  until and unless the Defect
percentages  for  any  such  lot,  batch  or  other  separately  distinguishable
manufacturing run of Products subject to such a Catastrophic Defect, as measured
during a sixty (60) day period  starting  on the date the Vendor  commences  any
such remediation,  has failed to fall below the applicable threshold percentages
set forth in clauses (i) or (ii) above.

     (b) In the event that such  Catastrophic  Defect is not remedied within the
Catastrophic  Defect Cure Period in accordance  with this  subsection  3.10, the
Owner will have the right,  but not the obligation,  to terminate this Agreement
and to resell to the Vendor for cash payment any and all Products which are then
in the Owner's  inventory and which are subject to such  Catastrophic  Defect or
which are subject to the same or similar  condition(s) causing such Catastrophic
Defect at the price paid to the Vendor by the Owner,  without charge (including,
without limitation,  any restock charge) or penalty; provided that if the Vendor
is  diligently  pursuing a cure,  prior to any such  termination  the Owner will
allow the Vendor an  additional  thirty  (30) days to remedy  such  Catastrophic
Defect (provided  further that any such resale will be implemented at the end of
the  initial  ninety  (90)  day  cure  period  for  such  Catastrophic  Defect).
Regardless  of  whether  the  Owner  exercises  the  rights  set  forth  in  the
immediately  preceding  sentence,  in the event that such Catastrophic Defect is
not  remedied,  the  Vendor  agrees  to  reimburse  the  Owner  for  any and all
reasonable direct out of pocket expenses and costs in excess of any expenses and
costs the Owner would have otherwise incurred hereunder in reasonably  replacing
(using replacement  Products with the most comparable features and functionality
available at such time) the Owner's or any  Purchasers'  Products as a result of
such  Catastrophic  Defect and to repurchase  from the Owner any Vendor Products
repurchased  or otherwise  recalled by the Owner due to the Vendor's  failure to
remedy any such Catastrophic Defect.

     (c) In the event the  Vendor  has  failed to  perform  any of its  warranty
obligations  under the terms of this  Agreement  and if the Vendor  purchases or
subcontracts  for the  manufacture  of any part of any  Product  to be  provided
hereunder from a third party,  the warranties  given to the Vendor by such third
party will inure,  to the extent  applicable or permitted by Applicable  Law, to
the  benefit  of the Owner,  and the Owner  will have the  right,  to the extent
permitted by Applicable Law, in its sole discretion,  to enforce such warranties
directly against such third party. The remedies set forth in subsections 3.10(b)
and (c) will be the sole and exclusive  remedies in the event of a breach by the
Vendor of its obligation under subsection 3.10(a) above.

     (d) Notwithstanding  that the applicable Warranty Period in respect thereof
may have  expired,  the Vendor  will  provide  repair and  maintenance  (but not
replacement) services as set forth in subsection 3.9 with respect to any Product
purchased  under this  Agreement  for a period of five (5) years  following  the
purchase  of such  Product  at its  standard  commercial  prices  which  will be
reasonable,  unless (i) such  Product has been  subjected by a Person other than
the Vendor (or any of its  subcontractors  or suppliers)  to misuse,  neglect or
improper  storage or  installation  or (ii) is in such  deteriorated  or damaged
condition that it cannot reasonably be repaired.  In the event that a Product is
not  repairable,  the Vendor will return such Product to the Person who returned
such Product (at such Person's  cost),  with a statement  certifying the reasons
why such  Product  cannot be  repaired.d)  Notwithstanding  that the  applicable
Warranty  Period in respect  thereof may have  expired,  the Vendor will provide
repair and maintenance (but not replacement) services as set forth in subsection
3.9 with respect to any Product  purchased  under this Agreement for a period of
five (5) years following the purchase of such Product at its standard commercial
prices which will be reasonable, unless (i) such Product has been subjected by a
Person  other than the Vendor (or any of its  subcontractors  or  suppliers)  to
misuse,  neglect  or  improper  storage  or  installation  or  (ii)  is in  such
deteriorated or damaged condition that it cannot reasonably be repaired.  In the
event that a Product is not  repairable,  the Vendor will return such Product to
the Person who returned such Product (at such Person's  cost),  with a statement
certifying the reasons why such Product cannot be repaired.

     3.11 New  Generation of Products.  The Vendor may, from time to time during
the Term of this Agreement,  modify,  update or enhance  existing or produce new
generations,  or  updated,  modified  or enhanced  versions,  of  Products  sold
hereunder ("New Products"). In the event that the Vendor makes such New Products
generally available to any of its other Customers, the Vendor will offer to sell
such New  Products  to the  Owner on terms  and  conditions  pursuant  to and in
accordance with subsections 3.3 (a), (b) and (c); provided that at such time the
Parties will mutually agree (within the parameters set forth in subsection  3.3)
as to the  fundamental  terms (such as price,  quantity and delivery dates) with
respect  to the supply of such New  Products.  Notwithstanding  anything  stated
herein to the contrary,  no Product  subject to a  modification  which in no way
affects  the form,  fit or  functionality  of the  Product  will be deemed a New
Product and any such Product will remain a Previously Existing Product.

     3.12 Right to Cease  Supply of  Obsolete  Products.  If the  Vendor  begins
selling and making generally available New Products or products to replace or as
a substitute for previously existing Products  ("Previously Existing Products"),
the Vendor may, with the Owner's prior written  consent,  such consent not to be
unreasonably  withheld,  cease supplying the Previously Existing Products to the
Owner under this Agreement by delivering six (6) months' prior written notice to
the Owner  regarding  such  cessation;  provided  that the Vendor  will offer to
supply  to the  Owner  such  replacement  or  substitute  Products  on terms and
conditions  pursuant to and in  accordance  with  subsection  3.3;  and provided
further that the New Products or  replacement  or substitute  Products  maintain
performance  and  functionality  equivalent to that  previously  provided by the
Previously   Existing  Products  (unless  any  such  lower  performance   and/or
functionality  has  been  consented  to by the  Owner,  such  consent  not to be
unreasonably withheld).  Notwithstanding anything stated herein to the contrary,
the  Vendor  will not be  required  to  provide  the  Owner  notice  under  this
subsection  3.12 or  otherwise of any  modification  to a Product or a component
thereof  which in no way  affects  the form,  fit and/or  functionality  of such
Product.  The Vendor will under no  circumstances be entitled to cease supplying
such  Previously  Existing  Products  which are  covered  under a then  unfilled
Delivery Order from the Owner.  The Vendor will have no right to cease supplying
the Owner under this subsection 3.12 with any such Previously  Existing Products
so long as the Vendor  continues to supply and make  available  such  Previously
Existing Products to any other Customer.

     3.13 [Intentionally Omitted]

     3.14 Excess  Inventory.  In the event that at the end of any Annual  Supply
Period  throughout  the Term,  the Owner shall have  excess  amounts of Products
unsold and in its inventory (any such inventory,  "Excess  Inventory")  then the
Vendor will use its best  efforts to promptly  (in any event  within  sixty (60)
days  of  written   notice  from  the  Owner  of  any  such  Excess   Inventory)
[___________________________]. The Owner will pay for any and all costs incurred
by the  Vendor  associated  with  any  Product  modification  or  transportation
required  for the  Vendor to  assist  the  Owner  pursuant  to the terms of this
subsection  3.14;  provided  that the Vendor will not  commence any such Product
modification  or  transportation  without  the  prior  mutual  agreement  of the
Parties.

     3.15  Technology  Mark.  The  exterior  of  each  Subscriber  Unit  and its
packaging  will bear the  technology  mark,  as specified in Appendix 4, or such
other  substantially  equivalent  technology mark as mutually agreed upon by the
Parties (a "Mark").  The Mark will be positioned in accordance  with Appendix 4.
At the Owner's option,  and at the Vendor's sole expense,  and with  appropriate
lead times  agreed to by the  Parties,  each  Subscriber  Unit may be  otherwise
labeled and/or logoed on the front of the  Subscriber  Unit below the key pad in
accordance with the Specifications.

     3.16 Materials and Equipment  Whenever materials are specified or described
in  this  Agreement  (including  the  Specifications)  by  using  the  name of a
proprietary item or the name of a particular supplier, the naming of the item is
intended to establish the type,  function and quality  required,  and substitute
materials may  nonetheless be used,  provided that such materials are equivalent
or equal to those  named.  If the Vendor  wishes to furnish or use a  substitute
item, the Vendor must first certify that the proposed substitute will perform at
least as well as the intended  functions  and achieve the results  called for by
this  Agreement  (including  but not  limited  to the  Specifications),  will be
substantially  similar or of equal substance to that specified and be suited for
the same use as that specified.  The Owner may require the Vendor to furnish, at
the Vendor's expense,  additional data about the proposed substitute as required
to evaluate the substitution. The Owner will be allowed a reasonable time within
which to evaluate each proposed substitute. Notwithstanding the foregoing, prior
to the shipment of Products pursuant to the terms of this Agreement,  the Vendor
may at any time  without  notice to or consent  of the Owner  make  changes in a
Vendor Product furnished pursuant to this Agreement,  or modify the drawings and
published  specifications relating thereto, or substitute Products of similar or
later design to fulfill its  obligations  under this Agreement or otherwise fill
an order, provided that any such changes, modifications or substitutions will in
no way have an adverse affect or otherwise  adversely impact upon the form, fit,
or  function  of an  ordered  Product  pursuant  to and in  accordance  with the
applicable   Specifications.   With  respect  to  changes,   modifications   and
substitutions which do in fact adversely affect the form, fit, or function of an
ordered  Product  pursuant to and in  accordance  with the  Specifications,  the
Vendor must  notify the Owner in writing at least  ninety (90) days prior to the
effective  dates of any such changes,  modifications  or  substitutions.  In the
event that any such change,  modification  or substitution is not desired by the
Owner (in its sole and  absolute  discretion),  the Owner will notify the Vendor
within ten (10) days from the date of notice and the Vendor will not furnish any
such  changed  Products  to the Owner on any  orders in  process at the time the
Owner is so notified;  provided further, nothing contained herein will otherwise
modify Vendor's obligations under the terms of this Agreement.

     3.17  Logos.  (a) The  Products  will bear only  those  labels and logos as
agreed to by the Owner pursuant to the terms of this  Agreement  (other than the
Mark pursuant to subsection  3.15). The Products will bear the "Sprint" label or
logo and/or such other labels or logos as the Owner shall require or the Parties
shall  otherwise  agree to from time to time,  in such size and  position on the
Products as the Owner,  or the Parties,  as the case may be, shall  specify from
time to time pursuant to and in accordance with  subsection  3.15. The Owner and
the Vendor will work  together to devise and agree upon a  co-branding  strategy
which provides for the  co-branding  of the Subscriber  Units with both "Sprint"
and "Samsung" trademarks and/or logos.

     (b)  Throughout  the Term of this  Agreement,  the Owner may use only those
trademarks,  insignias, logos or other proprietary marks listed on Schedule 6 or
as  otherwise  consented  to in writing by the Vendor  ("Proprietary  Marks") in
connection with the Owner's sales, advertisements and marketing of the Products;
provided that the Owner's use thereof  shall be in accordance  with the Vendor's
reasonable directions and policies.  The Owner agrees that it has no rights with
respect  to  the  Proprietary  Marks,  except  as  expressly  provided  in  this
subsection  3.17(b),  and  will  not use the  Proprietary  Marks  as part of the
business name of the Owner.

     (c) The Vendor will use its reasonable  efforts to cooperate with the Owner
in the  development  of  Product  packaging  that is fully  integrated  with the
Owner's branding strategy and which supports the Owner's marketing communication
and segmentation strategy as reasonably  communicated to the Vendor by the Owner
from time to time.  Such  cooperation  will  focus on the  contents  of  Product
packaging,  the  configuration,   physical  dimensions  and  materials  of  such
packaging,  communications,  colors,  graphics and descriptive  language used in
connection  with such  Products and such other items as the Parties  shall agree
upon from time to time.

     If the Vendor is itself unable to meet the Owner's  packaging  needs as set
forth in subsection 3.17(c) or as otherwise reasonably communicated by the Owner
to the Vendor  from time to time,  the Vendor  agrees to supply the  Products in
specified  configurations and bulk packaging to the Owner's designated  packager
for the required  packaging;  provided  that in such case the Vendor will credit
the Owner against the purchase  price for the subject  Products with any amounts
saved by the Vendor for not having had to  perform  the  packaging  services  as
required by the Specifications.

     3.18 Task Force Team; Notice of New Developments.  The Owner and the Vendor
will  establish a Task Force Team within sixty (60) days of the Effective  Date.
The  purpose  of  the  Task  Force  Team  will  be  to  review  the  development
requirements and high level  development  milestones,  to ensure that the Vendor
understands the Owner's  requirements for each Product  (including New Products)
and/or  enhancements.  The Task Force Team will  provide an  executive  forum to
discuss  product  ideas,  Owner  requirements  and its  recommended  development
prioritization for improved infrastructure-based  subscriber features. The focus
of the Task Force Team will be on Product features,  new CDMA products,  Product
Enhancements,  critical  operational  issues,  future  developments  beyond CDMA
cellular  without the need for System additions and on such other matters as the
Parties  mutually agree upon from time to time.  Throughout the Term, the Vendor
will use its reasonable efforts to provide the Owner notice of its technological
innovations and  advancements  relevant to the Products within a time reasonably
prior to making  any such  information  generally  available  to its  Customers,
provided that nothing herein will require the Vendor to disclose any information
proprietary to any other Customer.

     3.19  Market  Development   Manager.  The  Vendor  will  provide  a  market
development  manager to  coordinate  the  efforts  of the Vendor in meeting  its
obligations  relating to the Task Force Team who will specifically  focus on new
Products,  CDMA services and features.  Such market development  manager must be
reasonably  knowledgeable in CDMA technology and the Owner's  Nationwide Network
and must work  closely,  and on a regularly  scheduled  basis,  with the Owner's
senior  engineering  and  marketing  personnel on feature  development,  feature
roll-out,  future road maps for CDMA Products, and any other marketing aspect of
providing PCS that the Owner  believes is beneficial to the  Nationwide  Network
and/or  any PCS  System  and/or  Products  at such  time.  The  Vendor's  market
development  manager and the  manager's  staff will serve as the Owner's  direct
liaison with the Vendor to advise the Vendor's product  development teams of the
Owner's  priorities  as  described  to the Vendor by the Owner from time to time
either  through  the Task Force  Team or by any other  means  acceptable  to the
Parties.  Nothing contained in this subsection 3.19 will in any way limit and/or
modify the Owner's  ability to enforce  its rights  under this  Agreement  or to
otherwise maintain contacts with the Vendor in any other way it sees fit. Within
a reasonable time after the Effective Date the Owner will use reasonable efforts
to designate  appropriate  personnel  to  coordinate  with the  Vendor's  market
development manager pursuant to this subsection 3.19.

     3.20 Applicable Law and Radio Frequency Energy Standards. All Products must
comply,  to the extent  applicable,  with all Applicable Law including,  but not
limited  to,  the  requirements  of  Subpart  J of  Part  15 of  the  rules  and
regulations promulgated by the FCC, as the same may be amended from time to time
(the  "FCC  Rules  and  Regulations"),   including,  without  limitation,  those
provisions  concerning  the  labeling of Products and the  suppression  of radio
frequency and  electromagnetic  radiation to specified levels. In the event that
the Products  produce radio frequency  interference,  notwithstanding  that such
Products  comply  with  the FCC  Rules  and  Regulations,  the  Vendor  will use
reasonable  best efforts to provide the Owner with technical  information on the
methods to suppress such interference and will exercise  reasonable best efforts
to isolate and remediate  any such radio  frequency  interference  caused by the
Products  which  constitutes  a condition  materially  adversely  affecting  the
Nationwide  Network  (an  "RF  Interference  Condition")  or any  part  thereof,
provided that the Owner will cooperate to the extent  reasonable with the Vendor
to achieve such  remediation.  Nothing in this subsection 3.20 will be deemed to
diminish or otherwise limit the Vendor's warranty  obligations  pursuant to this
Agreement.

     3.21 [Intentionally Omitted].

     3.22 Test Products; Product Verification and Testing. (a) The Vendor agrees
to supply the Owner with ten (10)  pre-production  items of each Subscriber Unit
and  Material  Accessory  no later  than  ninety  (90)  days  prior  to  initial
commercial  shipment of such Subscriber  Unit to Owner,  and ten (10) additional
pre-production  items of each  Subscriber  Unit and Material  Accessory no later
than thirty (30) days prior to initial  commercial  shipment of such  Subscriber
Unit to  Owner  in order to allow  the  Owner to test  such  items to  determine
whether  such  Subscriber  Units  and  Material   Accessories  comply  with  the
requirements of this Agreement,  including the Specifications;  provided that no
such tests or any such knowledge or experience gained or otherwise acquired from
such  tests or  otherwise  will in any way be deemed a waiver of or to reduce or
affect the  Vendor's  obligations  with respect to the  provision of  warranties
pursuant to this Agreement. The Owner will use reasonable efforts to provide the
Vendor with the results of such tests. In the event of the Vendor's introduction
of New Products pursuant to the terms of this Agreement, the Vendor will provide
the Owner reasonably  sufficient numbers of pre-production units of any such New
Product for the purposes of Owner testing at least ninety (90) days prior to the
general market availability of any such New Products.  Notwithstanding  anything
stated herein to the contrary,  the warranties set forth in subsections 3.7, 3.8
and 3.10 will not apply to the  pre-production  Subscriber  Units required to be
delivered by the Vendor pursuant to this subsection 3.22(a).

     (b) The  Vendor  will test the  Products  and  verify  to the  Owner  their
performance in accordance with the Specifications  pursuant to and in accordance
with the  requirements  and  milestones set forth in Exhibits B1, B2 and B3. The
failure of the Vendor to verify the performance of the Products  pursuant to the
requirements  of  Exhibits  B1, B2 and B3 will  result in the Owner  having  the
absolute  right to suspend or cancel (in its sole and absolute  discretion)  any
then existing or future  Delivery Orders for any such Products which have not in
fact complied with the requirements of Exhibits B1, B2 and B3. To the extent any
lot, batch or other separately distinguishable  manufacturing run of Products do
not comply with the  requirements  of Exhibits  B1, B2 and B3 within  sixty (60)
days of the  testing  dates  provided  for any such  verifications  pursuant  to
Exhibits  B1,  B2 and B3 (in the  case of  Exhibit  B3 at the  Vendor's  testing
facility),  the Owner will have the right, but not the obligation,  to terminate
this Agreement without payment or penalty of any kind; provided that at any time
after the first  fifteen  (15) days of any such  applicable  cure  period as set
forth above in this sentence,  the Owner will have the right, in addition to any
other rights set forth in the immediately  preceding sentence, to cancel (in its
sole and absolute  discretion)  any then existing or future  Delivery Orders for
any such  Products  which have not in fact  complied  with the  requirements  of
Exhibits B1, B2 or B3 and the Vendor  agrees to reimburse  the Owner for any and
all reasonable direct out of pocket expenses and costs in excess of any expenses
and costs the Owner  would  have  otherwise  incurred  hereunder  in  reasonably
replacing  (using  replacement  Products  with  the  most  comparable  specified
features and  functionality  available at such time) any such  Products.  In the
event that the Owner  chooses  to  terminate  this  Agreement  pursuant  to this
subsection  3.22(b)  such  termination  will be the Owner's  sole and  exclusive
remedy.  Furthermore,  in the event the Owner decides to cancel a Delivery Order
(without  terminating this Agreement) and to seek reasonable cover therefor from
the Vendor pursuant to this subsection  3.22(b) such cancellation and reasonable
cover (once received by the Owner as paid by the Vendor) will be deemed the sole
and exclusive remedy  available to the Owner for such cancelled  Delivery Order.
Nothing contained in subsection  3.22(b) will be deemed to diminish or otherwise
limit  the   Vendor's   warranty   obligations   pursuant  to  this   Agreement.
Notwithstanding anything to the contrary stated herein above, to the extent that
the Owner  decides (in its sole and absolute  discretion)  to take,  pay for and
place into  service  any such  Products  which have  failed to pass the  testing
required by Exhibits B1, B2 or B3 ("Non-Conforming Products"), the Owner will be
deemed  to  have  accepted  any  such  Non-Conforming  Products  with  any  such
non-conformance; provided that, in such case, the Owner will in no way be deemed
to have waived any of its rights to enforce the  Vendor's  complete  conformance
(including,  but not limited to,  conformance with any requirement not otherwise
met by such Non-Conforming  Products) with the testing requirements set forth in
Exhibits B1, B2 and B3 and the Specifications on all other Products already then
delivered  or yet to be  delivered  by the Vendor  pursuant to the terms of this
Agreement.b)  The Vendor  will test the  Products  and verify to the Owner their
performance in accordance with the Specifications  pursuant to and in accordance
with the  requirements  and  milestones set forth in Exhibits B1, B2 and B3. The
failure of the Vendor to verify the performance of the Products  pursuant to the
requirements  of  Exhibits  B1, B2 and B3 will  result in the Owner  having  the
absolute  right to suspend or cancel (in its sole and absolute  discretion)  any
then existing or future  Delivery Orders for any such Products which have not in
fact complied with the requirements of Exhibits B1, B2 and B3. To the extent any
lot, batch or other separately distinguishable  manufacturing run of Products do
not comply with the  requirements  of Exhibits  B1, B2 and B3 within  sixty (60)
days of the  testing  dates  provided  for any such  verifications  pursuant  to
Exhibits  B1,  B2 and B3 (in the  case of  Exhibit  B3 at the  Vendor's  testing
facility),  the Owner will have the right, but not the obligation,  to terminate
this Agreement without payment or penalty of any kind; provided that at any time
after the first  fifteen  (15) days of any such  applicable  cure  period as set
forth above in this sentence,  the Owner will have the right, in addition to any
other rights set forth in the immediately  preceding sentence, to cancel (in its
sole and absolute  discretion)  any then existing or future  Delivery Orders for
any such  Products  which have not in fact  complied  with the  requirements  of
Exhibits B1, B2 or B3 and the Vendor  agrees to reimburse  the Owner for any and
all reasonable direct out of pocket expenses and costs in excess of any expenses
and costs the Owner  would  have  otherwise  incurred  hereunder  in  reasonably
replacing  (using  replacement  Products  with  the  most  comparable  specified
features and  functionality  available at such time) any such  Products.  In the
event that the Owner  chooses  to  terminate  this  Agreement  pursuant  to this
subsection  3.22(b)  such  termination  will be the Owner's  sole and  exclusive
remedy.  Furthermore,  in the event the Owner decides to cancel a Delivery Order
(without  terminating this Agreement) and to seek reasonable cover therefor from
the Vendor pursuant to this subsection  3.22(b) such cancellation and reasonable
cover (once received by the Owner as paid by the Vendor) will be deemed the sole
and exclusive remedy  available to the Owner for such cancelled  Delivery Order.
Nothing contained in subsection  3.22(b) will be deemed to diminish or otherwise
limit  the   Vendor's   warranty   obligations   pursuant  to  this   Agreement.
Notwithstanding anything to the contrary stated herein above, to the extent that
the Owner  decides (in its sole and absolute  discretion)  to take,  pay for and
place into  service  any such  Products  which have  failed to pass the  testing
required by Exhibits B1, B2 or B3 ("Non-Conforming Products"), the Owner will be
deemed  to  have  accepted  any  such  Non-Conforming  Products  with  any  such
non-conformance; provided that, in such case, the Owner will in no way be deemed
to have waived any of its rights to enforce the  Vendor's  complete  conformance
(including,  but not limited to,  conformance with any requirement not otherwise
met by such Non-Conforming  Products) with the testing requirements set forth in
Exhibits B1, B2 and B3 and the Specifications on all other Products already then
delivered  or yet to be  delivered  by the Vendor  pursuant to the terms of this
Agreement.

     3.23  Change  Orders.  From time to time the Owner may  request  changes or
modifications  to the Products or packaging and/or the  Specifications  ("Change
Orders"). All such Change Orders requested in writing by the Owner to the Vendor
will be subject to the reasonable  good faith and timely  agreement  (including,
but not limited to, agreement on terms such as one-time charges, price increases
and minimum  purchase  commitments)  of the Vendor and the Owner which agreement
will be evidenced by a writing executed by an authorized  representative of each
of the Parties.

Section 4.        Lead Times and Delay

     4.1 Lead Times. Provided that the Owner submits Forecasts to the Vendor and
places  Delivery  Orders for Products in  accordance  with Section 5 below,  the
Vendor will ship Products  (other than as specified in the last sentence of this
subsection 4.1) ordered by the Owner against such Forecasts  within the later of
(i) ten (10) Business Days after receipt and the Vendor's acknowledgement of the
Owner's  Delivery  Order  therefor,  and (ii) the shipment date specified by the
Owner in such Delivery  Order pursuant to subsection  5.2(a);  provided that the
Vendor has acknowledged receipt of such Delivery Order, and the time period from
the date of the Vendor's  acknowledgement  and the  specified  shipment  date is
longer than ten (10) Business Days. The Vendor will be able to provide the Owner
with  specific  lead times (which will in no event be in excess of ten (10) days
from receipt and  acknowledgement  by the Vendor of the Owner's  Delivery  Order
subject to the terms of the first sentence of this subsection 4.1) applicable to
each  Delivery  Order  for  Products  at  the  time  the  Vendor   receives  and
acknowledges the Owner's Delivery Order therefor.

     4.2 Delivery Delay (a) For each of the first two hundred thousand (200,000)
Subscriber  Units  (and  their  accompanying  Material  Accessories)   purchased
hereunder (the "Initial  Fulfillment Units") each day beyond  [___________] (the
"Delay Grace  Period") that the Vendor fails to ship Initial  Fulfillment  Units
(which  conform to the  Specifications  and which  were  ordered  pursuant  to a
Delivery Order in accordance with the terms of this Agreement) on the applicable
date for  shipment  referred to in  subsection  4.1,  the Vendor will pay to the
Owner as liquidated  damages for such late performance (i) for each of the first
thirty (30)  Business  Days beyond  such Delay Grace  Period an amount  equal to
[________________]  per Business Day (for such thirty (30)  Business Day period)
of the  total  price  of such  Delivery  Order  and (ii) on the last day of such
thirty (30) Business Day period,  an amount equal to  [________________]  of the
total price of such Delivery Order;  provided that no such delay penalty will be
due if the delay is  attributable  solely to (i) an event  constituting  a force
majeure  pursuant to the terms of this  Agreement  or (ii) an act or omission of
the Owner.  The Owner may offset the amount of such Delay  Penalty  against  any
amounts owed to the Vendor for Products supplied under this Agreement.

     (b) At any time during the Term after all of the Initial  Fulfillment Units
have been  purchased by the Owner pursuant to the terms of this  Agreement,  for
each of the first ten (10)  Business  Days  beyond the  applicable  Delay  Grace
Period  that the  Vendor  fails to  deliver  any  Subscriber  Units  (and  their
accompanying  Material  Accessories) in conformance with the  Specifications and
which were ordered  pursuant to a Delivery Order in accordance with the terms of
this Agreement,  the Vendor will pay to the Owner as liquidated damages for such
late performance (i) an amount equal to [________________] per Business Day (for
such ten (10) Business Day period) of the total price of such Delivery  Order up
to an amount equal to [______________] of the total price of such Delivery Order
and (ii) on the last day of such ten (10)  Business Day period,  an amount equal
to  [___________________]  of the total price of such Delivery  Order;  provided
that no such delay  penalty will be due if the delay is  attributable  solely to
(i) an  event  constituting  a  force  majeure  pursuant  to the  terms  of this
Agreement  or (ii) an act or  omission  of the  Owner.  The Owner may offset the
amount of any delay penalty  against any amounts owed to the Vendor for Products
supplied under this Agreement.

     (c) Notwithstanding anything stated in this subsection 4.2 to the contrary,
during any time that the Owner is in default under this Agreement for undisputed
payments  owed to the Vendor the Owner will not be  entitled to any of the delay
penalties set forth in this subsection 4.2.

     (d) In the event (i) there are delivery  delays in any given Annual  Supply
Period  which  Vendor fails to cure within the  applicable  Delay Grace  Period,
which delivery  delays involve the Vendor's  failure to timely deliver more than
[________________]  Subscriber  Units, in aggregate,  and (ii) the percentage of
deliveries of Subscriber Units which are subject to delivery delays in any given
Annual Supply Period and which Vendor fails to cure within the applicable  Delay
Grace Period, exceeds  [_________________],  then the Owner will have the right,
but not the  obligation,  to  terminate  this  Agreement  without any payment or
penalty.  In the event the Vendor fails to cure any delivery delay within thirty
(30) days from the date delivery was due, the Owner will have the right, but not
the  obligation,  to cancel the Delivery Order subject to such delay without any
payment or penalty. With respect to any such cancelled Delivery Order, the Owner
will be entitled to receive from the Vendor any and all reasonable direct out of
pocket  expenses  and costs in excess of any  expenses and costs the Owner would
have  otherwise  incurred  hereunder  in  order  to  reasonably  fulfill  (using
replacement  products with the most comparable  features and functionality) such
cancelled Delivery Order with any third party supplier acceptable to the Owner.

     (e)  Notwithstanding  anything in this subsection 4.2 to the contrary,  the
Vendor will only be  obligated to pay to the Owner  one-half  (1/2) of the Delay
Penalties otherwise applicable to the late delivery of Products ordered pursuant
to an Excess Delivery Order.

     (f) In the event the Owner  exercises its rights under this  subsection 4.2
due to a Vendor delivery delay,  the remedies for any such Vendor delivery delay
as set forth in this subsection 4.2 will be exclusive.

Section 5.        Forecasts and Ordering

     5.1 Forecasts (a) Upon execution of this Agreement and on the first of each
month  thereafter,  the Owner will  deliver to the Vendor  written  forecasts (a
"Forecast") specifying its estimate of the quantity of each type of Product that
it expects to purchase  on a month to month basis  during the twelve (12) months
following  the date of such  Forecast  (a  "Forecast  Period"),  which  shall be
treated as follows;

               (i) quantities forecasted to be ordered during the first month of
          each Forecast Period will be a firm Delivery Order which,  pursuant to
          the terms of this  Agreement,  must be taken by the Owner in the month
          indicated.  The  Owner  will  place  one or more  Delivery  Orders  to
          purchase Products in accordance with the applicable Forecast;

               (ii) quantities  forecasted to be ordered during the second month
          of each such Forecast Period shall be considered  reasonably  accurate
          estimates of prospective  Delivery Orders and  accordingly,  the Owner
          will issue the Vendor  firm  Delivery  Orders to ensure  that at least
          ninety  percent (90%) and not more than one hundred ten percent (110%)
          of the quantities specified during this segment of the Forecast Period
          are covered by firm Delivery Orders from the Owner; and

               (iii) quantities  forecasted to be ordered during the third month
          of each such Forecast Period shall be considered  reasonably  accurate
          estimates of prospective  Delivery Orders and  accordingly,  the Owner
          will issue the Vendor  firm  Delivery  Orders to ensure  that at least
          eighty  percent  (80%) and not more than one  hundred  twenty  percent
          (120%) of the quantities specified during this segment of the Forecast
          Period are covered by firm Delivery Orders from the Owner; and

               (iv)  quantities  forecasted to be ordered during months four (4)
          through  twelve  (12)  of  each  such  Forecast  Period  will  only be
          estimates of prospective Delivery Orders, and subsequent Forecasts and
          actual   Delivery   Orders  may  completely  vary  and  be  completely
          changeable by the Owner in its absolute discretion.

     The first  Forecast to be  delivered by the Owner to the Vendor is attached
hereto as  Schedule 8 and is  expressly  accepted  by the  Vendor.  Except  with
respect to such first  Forecast,  in no event  will the  Vendor be  required  to
accept  an  amount  in any  given  month of a  Forecast  which is  greater  than
[_____________________]  of the average  amount  forecasted by the Owner for the
three months  immediately  preceding the subject  month.  In the event the Owner
fails to deliver to the Vendor a new  Forecast by the first  Business Day of any
given  month,  then the new  Forecast  for such new twelve month period shall be
deemed to be the prior Forecast,  adjusted by shifting the monthly quantities up
one month  (i.e,  the  quantity  that used to be  forecasted  for month two will
instead be the quantity for month one) with the new amount  forecasted for month
twelve being the same as the amount for the new month eleven.

     (b) The Forecasts will be in a format  mutually  acceptable to the Parties;
provided that the form of the first  Forecast as set forth in Schedule 8 will at
all times be deemed a form acceptable to both Parties.

     5.2  Ordering.  (a) In order to be  effective,  all orders by the Owner for
Products  will be made by the  Owner in the  form of  written  Delivery  Orders,
specifying  the quantity of each type of Product to be purchased and the date or
dates on which such  Products  are  required  to be  shipped  to the Owner,  the
shipping  method and the  location  to which such  Products  should be  shipped;
provided  that such shipment date will be no earlier than ten (10) Business Days
after the date of such Delivery Order; and provided further that the Vendor will
use its reasonable  efforts to fulfill  Delivery  Orders in excess of forecasted
quantities that the Owner is entitled to turn into firm Delivery Orders pursuant
to and in accordance with subsection 5.1 (each an "Excess Delivery Order"). Each
Delivery Order will be submitted to the Vendor at Samsung  Electronics  Company,
Ltd., 1501 LBJ Freeway,  Suite 410, Dallas, Texas 75234, or any other designated
location  of the Vendor  designated  to the Owner in writing by the Vendor  from
time to time,  and will be  subject  to the  acknowledgement  by the  Vendor  in
writing to the designated authorized representative of the Owner within five (5)
Business  Days of  receipt of  Delivery  Orders for  Products  in Vendor  stock.
Failure of the  Vendor to  acknowledge  to the Owner in  writing  receipt of any
Delivery  Order or Excess  Delivery  Order  shall be  deemed to render  any such
Delivery Order or Excess Delivery Order acknowledged. Notwithstanding subsection
5.2(e) below,  to the extent that the Vendor is actually aware that any Delivery
Order in any way  contradicts or is not otherwise in conformance  with the terms
of this  Agreement,  the Vendor agrees to promptly  notify the Owner of any such
contradiction  or  non-conformance  as soon as possible upon  becoming  actually
aware of such  contradiction  or  non-conformance  so that the Owner will have a
reasonable  opportunity to correct any such contradiction or non-conformance and
furthermore to the extent  reasonable  under the  circumstances  the Vendor will
endeavor to fulfill any such  non-conforming  Delivery  Order  ignoring any such
non-conformity  unless the Owner, after notification from the Vendor,  will have
expressly refused to accept the fulfillment of such Delivery Order with any such
correcting modification.

     (b) [Intentionally Omitted].

     (c) Subject to subsections 3.2 (b) and 3.2(c), any Delivery Order or Excess
Delivery  Order may, in the Owner's sole and absolute  discretion,  be postponed
once without  penalty by written notice from the Owner to the Vendor at any time
prior to  ninety  (90)  days  immediately  prior to the  initial  shipment  date
established  for such Delivery Order pursuant to the terms of this Agreement for
a period not in excess of sixty (60) days from such initial  shipment  date.  If
the Owner  chooses to  postpone a Delivery  Order (for a period not in excess of
sixty (60) days from the initial  shipment date for such Delivery  Order) at any
time within the ninety (90) days immediately  prior to the initial shipment date
(a "Late Postponement"), the Owner will pay to the Vendor an amount equal to one
half of one  percent  (1/2%) of the value  (based  upon the  prices set forth in
Appendix 1) of any  increased  Product  inventory for each month or portion of a
month (such amount to be prorated if such time periods are not whole months) the
Vendor is required to carry such  increased  Product  inventory due to such Late
Postponement.  The Vendor will invoice any such amounts on a monthly  basis.  In
any event and  notwithstanding  anything  to the  contrary in this clause (c) of
subsection  5.2, no Delivery Order or Excess  Delivery Order may be postponed by
the Owner (i) within (10)  Business  Days of the initial  shipment date for such
Delivery Order or Excess Delivery Order or (ii) if an Owner Event of Default has
occurred or is continuing pursuant to subsection 10.8.

     (d) The Vendor will reasonably  cooperate with the Owner, and/or any Person
designated  by the Owner for such  purpose,  (i) to  utilize  UPC stock  control
numbering and other bar-coding  requirements relating to inventory processes and
systems,  and (ii) to develop  processes and systems that will maximize delivery
logistics.  Metric targets will be defined by the mutual good faith agreement of
the Parties  for  acceptable  stock out  percentages,  delivery  times and total
logistics costs.

     (e) Unless the Parties otherwise expressly agree in writing,  each Delivery
Order will be deemed to incorporate by reference all of the terms and conditions
of this  Agreement.  Should the terms of any Delivery  Order  conflict  with the
terms of this  Agreement,  the terms of this  Agreement  will govern  unless the
Parties  expressly agree in writing (signed by a duly authorized  representative
of both Parties) to the  contrary.  This  Agreement  will continue to apply to a
Delivery  Order pursuant to the terms of this  Agreement  until all  obligations
herein and thereunder are performed.

Section 6.  Sales and Technical Support

     6.1 Sales  Training.  The Vendor will work with the Owner,  at the Vendor's
sole expense,  to provide a sales training program for the distribution  channel
used by the Owner for  Subscriber  Units.  The goal of this  program  will be to
provide sales training  ("Training") to the Owner's personnel on the features of
the  Subscriber  Units,  as  well  as to  provide  appropriate  Product  related
collateral material.  The training program will include, but will not be limited
to, the following  topics:  CDMA;  Product  features and usage;  Subscriber Unit
programming,  installation  and  troubleshooting;  and such other matters as the
Parties may reasonably  agree upon from time to time.  The target  audiences for
the training will be the Owner's  marketing and sales personnel.  These training
programs will take place at mutually agreeable  locations in each of the Owner's
System Areas at least once a year for the first two (2) years after introduction
of the Subscriber  Units, at no charge to the Owner.  Such training program will
last for a period of time as reasonably  agreed upon by the Parties.  The Vendor
anticipates  that the Owner may want to  influence  aspects of the  training and
will design the training  program to complement the Owner's  marketing and sales
effort.  Should the Owner request the Vendor to modify the program in such a way
as to  increase  the  Vendor's  actual  expenses,  the Owner and the Vendor will
negotiate the terms and conditions of  implementing  the Owner's request in good
faith.

     6.2  Sales  and  Promotional  Efforts.  (a) In  order  to  ensure  that the
relationship between the Parties contemplated by this Agreement will be mutually
advantageous,  and in recognition of the expertise and commitment by the Parties
necessary  for the effective  marketing  and support of the Products,  the Owner
agrees to encourage and develop the sales potential for such Products, to employ
competent  personnel to meet the demands and needs for  marketing and support of
the  Products,  and  to  encourage  the  purchase  of  Products  by  Agents  and
Purchasers. Nothing contained in this subsection 6.2(a) will in any way limit or
otherwise modify the Vendor's obligations under this Agreement.

     (b) In order to assist  the Owner to  promote  sales of the  Products,  the
Vendor will furnish the Owner,  at the Vendor's sole expense,  Vendor  catalogs,
point  of  sales   literature,   training   documentation,   printed   technical
information,  data sheets and other  reasonable  advertising  materials  in such
quantities and at such time as may be reasonably agreed to by the Parties.

     (c) If the Owner reasonably  requires  customized Vendor sales and training
literature,  the content of the Vendor's appropriate existing literature will be
provided to the Owner, in the Owner's discretion,  at the Vendor's sole expense,
in  electronic  form,  or CD-ROM format or artwork to allow the Owner to produce
literature  and  promotional  pieces that are of the Owner's style and name. The
use of any such literature will be subject to the guidelines established between
the Parties pursuant to subsection 8.1(b). In addition, the Vendor hereby grants
the Owner a  Territory-wide  non-exclusive  royalty-free  license to reprint any
Vendor-owned sales literature in connection with the Owner's sales,  advertising
and promotion of the Products. In addition, the Vendor hereby grants the Owner a
non-exclusive royalty-free license to distribute within the Territory any of the
Vendor's own sales literature in connection with the Owner's sales,  advertising
and promotion of the Products; provided that in the event any such literature is
in fact distributed outside of the Territory by any Person other than the Owner,
the Vendor will not,  in such  event,  take any action for damages of any nature
against the Owner under this Agreement or otherwise.

     (d) The Vendor and the Owner agree to reasonably  cooperate with each other
in the areas of sales and marketing in support of sales of the Vendor's Products
to customers of the Owner's telecommunications services.

Section 7.    Intellectual Property Property

     7.1 Intellectual Property Rights Infringement. Subject to the provisions of
subsection 7.4, the Vendor agrees that it will defend,  at its own expense,  all
suits and claims against the Owner, its affiliates,  directors, officers, agents
and employees for infringement or violation  (whether by use, sale or otherwise)
of any patent, trademark, copyright, trade secret or other intellectual property
rights  of any  third  party  (collectively,  "Intellectual  Property  Rights"),
arising  under  or in  connection  with  Applicable  Law  within  the  Territory
covering,  or alleged to cover,  the Products or any  component  thereof for its
intended use, in the form furnished or as  subsequently  modified by the Vendor.
The Vendor  agrees  that it will pay all sums,  including,  without  limitation,
attorneys'  fees and other  costs,  which,  by final  judgment or decree,  or in
settlement  of any suit or claim to which the  Vendor  agrees,  may be  assessed
against the Owner on account of such infringement or violation, provided that:

               (i) the Vendor will be given prompt  written notice of all claims
          of any such  infringement  or  violation  and of any  suits or  claims
          brought  or  threatened  against  the Owner or the Vendor of which the
          Owner has actual knowledge;

               (ii) the Vendor is given full  authority to assume control of the
          defense  (including  appeals)  thereof  through its own counsel at its
          sole  expense  and will  have the sole  right to  settle  any suits or
          claims without the consent of the Owner;  provided that the Vendor has
          no right and will have no right to agree to injunctive  relief against
          the Owner;  provided  further that the Vendor will notify the Owner of
          any  proposed  settlement  prior to the  Vendor's  acceptance  of such
          settlement; and

               (iii) the  Owner  will  cooperate  fully  with the  Vendor in the
          defense of such suit or claims and provide the Vendor, at the Vendor's
          expense,  such  assistance  as the  Vendor may  reasonably  require in
          connection therewith.

     7.2 The Vendor's Obligation to Cure. If in any such suit so defended all or
any part of the  Products or the  Software or any  component  thereof is held to
constitute an infringement or violation of Intellectual  Property Rights and its
use is enjoined,  or if in respect of any claim of infringement or violation the
Vendor deems it advisable to do so, the Vendor will, within ninety (90) days, at
its sole cost and expense take one or more of the following actions: (i) procure
the right to continue  the use of the same without  interruption  for the Owner;
(ii) replace the infringing Product,  Software or component with a noninfringing
product,  noninfringing Software or a non-infringing  component,  as applicable,
that meets the  Specifications;  or (iii) modify said  Product,  Software or any
component thereof so as to be noninfringing, provided that the Product, Software
or any component  thereof as modified  meets all of the  Specifications.  In the
event that the Vendor is not able, using best efforts,  to cure the infringement
pursuant to clause (i), (ii) or (iii) in the immediately preceding sentence, the
Vendor  will refund to the Owner the full  purchase  price paid by the Owner for
such  infringing  Products  that are  returned  to the  Vendor  by the  Owner or
otherwise at the Vendor's  sole cost and expense;  provided that the Vendor will
have first refunded any such monies for such  infringing  Products to the Owner.
The remedies under this  subsection 7.2 will be the sole and exclusive  remedies
available  to the Owner  against the Vendor in the event of a claim  against the
Owner which is covered by subsection 7.1 above.

     7.3 The Vendor's Obligations. The Vendor's obligations under this Section 7
will not apply to (i) any  infringement  or violation of  Intellectual  Property
Rights caused by modification of any Product,  Software or any component thereof
by any Person  other than the  Vendor,  its  employees  or agents  acting on the
Vendor's behalf or at its direction, or (ii) any infringement caused directly by
any such Person's use and  maintenance  of such Product other than in accordance
with the Specifications and the purposes  contemplated by this Agreement for use
in the Owner's  Nationwide  Network,  except as  authorized  by the Vendor.  The
Vendor's indemnification  obligations specified in this Section 7 will not apply
to any intellectual property infringement caused directly and solely by an Owner
Defined Feature.

     7.4 The Owner's  Obligations.  The Owner agrees that it will defend, at its
own  expense,  and  indemnify  and hold  harmless  the Vendor,  its  affiliates,
directors,  officers,  agents,  employees and  successors,  from and against all
suits and claims for  infringements  or  violations  of any  patent,  trademark,
copyright, trade secret or other intellectual property rights of any third party
(i) caused  directly by the Owner's (or by an  affiliate's or agent's if done at
the  direction of the Owner)  modification,  use or  maintenance  of any Product
other than in accordance with the Specifications and the terms of this Agreement
or the Vendor's written  authorization,  or (ii) to the extent, but only to such
extent, that an intellectual  property  infringement claim involves any markings
or logos specifically  requested by the Owner in writing.  The Owner agrees that
it will pay all sums, including, without limitation, reasonable attorneys' fees,
damages, losses, liabilities, expenses and other costs, which, by final judgment
or decree, or in settlement of any suit or claim to which the Owner agrees,  may
be assessed against the Vendor on account of such matters, provided that:

     (a) the Owner will be given prompt written notice of all claims of any such
infringement  or  violation  and of any suits or claims  brought  or  threatened
against the Vendor or the Owner of which the Vendor has actual knowledge;

     (b) the Owner is given full  authority  to assume  control  of the  defense
(including appeals) thereof through its own counsel at its sole expense and will
have the sole right to settle  any suits or claims  without  the  consent of the
Vendor,  provided  that the  Owner  has no right to agree to  injunctive  relief
against the Vendor;  provided  further  that the Owner will notify the Vendor of
any proposed settlement prior to the Owner's acceptance of such settlement; and

     (c) the Vendor will  cooperate  fully with the Owner in the defense of such
suit or claims and provide the Owner, at the Owner's expense, such assistance as
the Owner may reasonably  require in connection  therewith,  including,  but not
limited to,  implementation of modifications to Products or other  manufacturing
fixes.

     7.5 Software License.  (a) Certain Products sold to the Owner hereunder may
contain software in executable code form ("Software"),  and, except as otherwise
expressly  provided herein,  all references to "Products" in this Agreement will
be deemed to include the  accompanying  Software,  provided that nothing  herein
will be construed as the sale of any  Software to the Owner.  The Vendor  hereby
grants to the Owner a non-exclusive, royalty-free, Territory-wide (provided that
Purchaser or Agent use or operation of Products outside of the Territory will in
no  way  be  deemed  an  infringement  or  violation  of  the  Vendor's  license
hereunder),  perpetual  license to use,  and  sublicense  to the  Owner's or its
Agents'  Purchasers or end user customers (in object form only), the Software in
each of the Products purchased by the Owner from the Vendor.

     (b) The Owner will not,  without the prior  written  consent of the Vendor:
(i) alter,  modify,  translate  or adapt any  Software or create any  derivative
works based thereon;  (ii) copy any Software;  or (iii) disclose the Software to
any third party except as required by Applicable  Law or pursuant to an order of
a court of competent jurisdiction or other similar requirement of a Governmental
Entity;  provided  that the Owner will use  reasonable  efforts  to provide  the
Vendor prior written notice prior to any such  disclosure.  Except to the extent
provided herein, as between the Vendor and the Owner the entire right, title and
interest in the  Software  will  remain with the Vendor,  and the Owner will not
remove  any  copyright  notices  or  other  legends  from  the  Software  or any
accompanying documentation, without the prior written consent of the Vendor.

     7.6 [Intentionally Omitted].

     7.7  Ownership of  Intellectual  Property  Rights.  (a) Except for licenses
expressly granted under this Agreement,  the sale of Products and the license of
Software  to the Owner  does not convey to the Owner any  intellectual  property
rights in such Products or Software.  Neither the sale of Products,  the license
of any Software,  nor any provision of this Agreement will be construed to grant
to the Owner,  either  expressly,  by  implication  or by way of  estoppel,  any
license under any patents or other  intellectual  property  rights of the Vendor
covering  or  relating to any other  product or  invention  of the Vendor or any
combination  of Product or Software  with any other  product of the Vendor.  The
foregoing  notwithstanding,  the Parties  understand and agree that from time to
time the Owner may devise,  develop or otherwise  create ideas or other concepts
for  services or new  products  which are  patentable  or  otherwise  capable of
receiving  protection from  duplication.  In such event, the Owner will have the
right to patent or otherwise  protect such ideas or concepts for its own use and
benefit;  provided  that if such ideas or concepts  are based upon the  Vendor's
proprietary  intellectual  property,  the Owner and the  Vendor  will have joint
ownership of any such right.

     (b) The Owner hereby  acknowledges  and agrees that nothing herein gives it
any right,  title or  interest  in the Mark.  The Owner will not  challenge  the
validity  of the  Vendor's  ownership  of or  right  to use of the  Mark  or the
Vendor's copyrights, nor otherwise impair the interest of the Vendor in the Mark
or such  copyrights.  Except as specifically  provided for under this Agreement,
the Owner will not use any mark which is confusingly  similar to, or a colorable
imitation of the Mark. The Owner will use the Products and Software furnished by
the Vendor in accordance  with the terms of this  Agreement,  and the Owner will
not,  directly or  indirectly,  disassemble,  decompile,  reverse  engineer,  or
analyze or copy the physical construction of, any of the Products or Software or
any component thereof for any purpose other than as permitted by the Vendor.

     7.8 Intellectual Property. Subject to the Vendor's then existing reasonable
marketing policies, if any, with respect to Products sold hereunder,  the Vendor
grants the Owner rights to state that it is using the  Vendor's  Products in the
Owner's marketing,  advertising or promotion of the Nationwide Network,  any PCS
System,  any part thereof or any Product.  Subject to the Vendor's then existing
reasonable  marketing policies,  if any, with respect to Products sold hereunder
the Owner has the right to use for such marketing,  advertising or promotion the
Vendor's advertising and marketing materials (including pamphlets and brochures)
provided to the Owner by the Vendor describing the Nationwide  Network,  any PCS
System,  any  part  thereof  or any  Product.  Other  than as set  forth in this
subsection  7.8 or  subsections  3.17 or 6.2, the Owner has the right to use the
trademarks and service marks of the Vendor in the Owner's marketing, advertising
and promotion of the Nationwide Network, any PCS System, any part thereof or any
Product  only with the  written  consent of the Vendor,  such  consent not to be
unreasonably withheld, subject to and in accordance with the terms of subsection
8.1.

     7.9 Request for Custom  Development.  (a) From time to time,  the Owner may
have  requirements  for  custom  Software   (including,   but  not  limited  to,
development  of  identified  features or  modifications  to Software or Software
Enhancements) or custom development of Products (including,  but not limited to,
development  of  identified  features  or  modifications  to Products or Product
Enhancements)  to be provided by the Vendor  under this  Agreement  (the "Custom
Material").  If the  Owner  has a  requirement  for  Custom  Material  that is a
specific  enhancement or  modification  of a previously  licensed  feature or of
previously purchased Products,  the Owner will identify to the Vendor in writing
a summary of any such proposed development of Custom Material. Such summary will
provide a description of any proposed Custom  Material  sufficient to enable the
Vendor to determine  the general  demand for, and its plans,  if any, to develop
the same or similar  Products.  The Vendor will respond to such  summary  within
twenty (20)  Business  Days after  receipt  thereof  and  indicate if it has the
ability to fulfill a subsequent  Request for Proposal ("RFP") from the Owner for
such development of Custom Material.

     (b) If the Vendor decides in good faith that it does not have the technical
ability or the capacity to fulfill a RFP for such Custom  Material  development,
the Vendor's  response  pursuant to subsection 7.9(a) will (i) provide the Owner
an  explanation  of why it  cannot  fulfill  such RFP and  (ii)  use  reasonable
diligence  to work with the Owner to  identify  an  alternative  source for such
development  reasonably  acceptable  to the Owner.  In  determining  whether the
Vendor has the technical  ability or the capacity to fulfill the RFP, the Vendor
may consider the following  factors:  (i) the Vendor's  likelihood of recovering
the costs for performing such  development;  (ii) the impact of such development
on the  Vendor's  actual  outstanding  commitments  to  perform  work for  other
Customers and to pursue strategic development activities;  and (iii) whether the
Vendor can  perform  the work  utilizing  existing  software  development  staff
without stopping work underway.

     7.10 Vendor Response.  After reviewing an RFP issued to the Vendor from the
Owner for such  Custom  Material,  the Vendor will  respond to the Owner  within
twenty (20) Business Days,  unless otherwise agreed by the Parties,  stating the
terms and  conditions  upon which the Vendor would be willing to undertake  such
development, including, but not limited to, a listing of specifications,  custom
development charges, planned license fees and a proposed delivery schedule.

     7.11 License to Use Vendor  Patents.  In  consideration  of the purchase of
Products from the Vendor,  the Vendor hereby grants to the Owner,  under patents
associated  with such Products or parts thereof and which the Vendor owns or has
a right to license ("Vendor Patents"), a Territory-wide (provided that Purchaser
or Agent use or operation of Products outside of the Territory will in no way be
deemed  an  infringement  or  violation  of  the  Vendor's  license  hereunder),
royalty-free, non-exclusive license (the "Patent License") to utilize the Vendor
Patents in connection with the Owner's provision of telecommunications  services
utilizing or in connection  with the Products.  The Patent License  includes the
right to use not only the  Products  licensed or purchased  hereunder,  but also
combinations  of the Products and the Software  therein with other equipment and
software   which  are   utilized  by  the  Owner  in  the   provision   of  such
telecommunications services; provided that in accordance with subsection 7.7 the
Owner and the Vendor will  mutually  agree in good faith as to the  development,
use and licensing of any new products, features or services (not contemplated by
this  Agreement  prior  to the  creation  of any such new  product,  feature  or
service)   emanating   directly  from  any  such   combination   not  previously
contemplated  by the terms of this  Agreement.  The scope of the Patent  License
will  extend  only to the  right  to use  and/or  the  right  to  sell,  but not
manufacture,  the Product or Products to which such Patent License relates.  The
Patent License  includes only those patents  existing on the Effective Date. The
Patent License will continue for the entire unexpired term of the last to expire
of such Vendor Patents.

Section 8.   Proprietary Information

     8.1 Public  Statements and  Advertising.  (a) Except as consented to by the
Owner  (such  consent  not  to  be   unreasonably   withheld)  or  as  otherwise
specifically  set forth herein,  the Vendor will not issue any public  statement
relating to or in any way disclosing any aspect of the work contemplated by this
Agreement, the Nationwide Network, any Owner PCS System or any Product including
the scope,  the specific  terms of this  Agreement,  extent or value of the work
contemplated  by this Agreement,  the Products and/or the Nationwide  Network or
any Owner PCS  System.  Except as  otherwise  consented  to by the Vendor  (such
consent  not to be  unreasonably  withheld)  the Owner will not issue any public
statement (or any private  statement  unless  required in the performance of the
work  contemplated by this  Agreement)  relating to or in any way disclosing any
aspect of the work contemplated by this Agreement or any Product,  including the
scope,  the specific  terms of this  Agreement,  the extent or value of the work
contemplated by this Agreement and/or the Products. The Vendor agrees not to use
for publicity purposes any photographs, drawings and/or materials describing any
PCS System or any part of the Nationwide  Network (other than Vendor  Products),
without obtaining the prior written consent of the Owner, such consent not to be
unreasonably  withheld. The obligations of the Parties under this subsection 8.1
are in addition to their respective  obligations  pursuant to subsection 8.2 but
in no way limit the exceptions to public disclosure  specifically referred to in
subsection  8.2(a) clauses (i) through (vii). This subsection 8.1 will in no way
limit (i) either Party from responding to customary press inquiries or otherwise
making  public  or  private  statements  not  otherwise  disclosing  Proprietary
Information  or the specific terms of this Agreement in the normal course of its
business  and/or  in  connection  with  the  obligations  hereunder  or (ii) the
provision of necessary  information to prospective suppliers and the Vendor's or
the Owner's personnel, agents or consultants.

     (b) Each Party will submit to the other proposed  copies of all advertising
(other than public  statements or press  releases  pursuant to and in accordance
with the last sentence of subsection  8.1(a) above) wherein the name,  trademark
or service mark of the other Party or its Affiliates or affiliates is mentioned;
and neither Party will publish or use such advertising without the other Party's
prior  written  approval.  Such approval will be granted as promptly as possible
and  will  not be  unreasonably  withheld.  The  Parties  acknowledge  that  the
obtaining  of  prior  written  approval  for  each  such  use  pursuant  to this
subsection  8.1(b)  may be an  administrative  burden.  From time to time at the
request  of either  Party,  the Owner and the  Vendor  will  establish  mutually
acceptable  guidelines  that  will  constitute  pre-authorization  for the  uses
specified  therein.  Such guidelines will be subject to change from time to time
at the reasonable request of either Party subject to the mutual agreement of the
Parties.

     8.2  Confidentiality.  (a)  Except  as  provided  below,  all  information,
including without limitation all oral and written  information  (including,  but
not limited to,  determinations or reports by arbitrators  pursuant to the terms
of this  Agreement),  disclosed to the other Party is deemed to be confidential,
restricted and proprietary to the disclosing Party  (hereinafter  referred to as
"Proprietary Information"). Each Party agrees to use the Proprietary Information
received from the other Party only for the purpose of this Agreement.  Except as
specified in this Agreement,  no other rights,  and  particularly  licenses,  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. Proprietary Information supplied is
not to be reproduced in any form except as required to accomplish the intent of,
and in accordance  with the terms of, this  Agreement.  The receiving Party must
provide the same care to avoid  disclosure or  unauthorized  use of  Proprietary
Information  as it provides to protect its own similar  proprietary  information
but in no event will the receiving  Party fail to use reasonable  care under the
circumstances   to  avoid   disclosure  or   unauthorized   use  of  Proprietary
Information. All Proprietary Information must be retained by the receiving Party
in a secure  place with  access  limited to only such of the  receiving  Party's
employees, subcontractors, suppliers or agents who need to know such information
for purposes of this Agreement and to such third parties as the disclosing Party
has consented to by prior written approval. All Proprietary Information,  unless
otherwise specified in writing (i) remains the property of the disclosing Party,
(ii) must be used by the  receiving  Party only for the purpose for which it was
intended, and (iii) 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 the disclosing  Party has been destroyed.  For the purposes  hereof,
Proprietary Information does not include information that:

               (i) is published or is otherwise in the public domain  through no
          fault of the receiving Party at the time of any claimed  disclosure or
          unauthorized use by the receiving Party;

               (ii) prior to disclosure  pursuant to this  Agreement is properly
          within the legitimate  possession of the receiving  Party as evidenced
          by reasonable documentation to the extent applicable;

               (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 or is
          otherwise  received  through parties who have not had, either directly
          or indirectly, access to or knowledge of such Proprietary Information;

               (v) is  transmitted  to the receiving  Party after the disclosing
          Party has received  written  notice from the  receiving  Party,  after
          termination or expiration of this  Agreement,  that it does not desire
          to receive further Proprietary Information;

               (vi) is  obligated  to be  produced  under  order  of a court  of
          competent   jurisdiction  or  other  similar   requirement,   rule  or
          regulation of a Governmental  Entity, so long as the Party required to
          disclose the information provides the other Party with prior notice of
          such order or requirement and its cooperation to the extent reasonable
          in preserving its confidentiality; or

               (vii) the  disclosing  Party  agrees in  writing  is free of such
          restrictions.

     Because  damages may be difficult  to  ascertain,  the Parties  agree that,
without limiting any other rights and remedies  specified  herein, an injunction
may be sought  against the Party who has breached or  threatened  to breach this
subsection  8.2.  Each Party  represents  and warrants  that it has the right to
disclose all Proprietary  Information  which it has disclosed to the other Party
pursuant to this Agreement, and each Party agrees to indemnify and hold harmless
the other from all claims by a third party related to the wrongful disclosure of
such third party's proprietary information.  Otherwise,  neither Party makes any
representation or warranty,  express or implied, with respect to any Proprietary
Information.

Section 9.    Indemnification/Limitation of Liability

     9.1 Vendor Indemnity.  (a) The Vendor will indemnify and hold the Owner and
its  affiliates,  partners,  directors,  officers,  agents  and  employees  (the
"Indemnitees")  harmless from and against all third party claims, demands suits,
proceedings,   damages,  costs,  expenses,   liabilities,   including,   without
limitation, reasonable legal fees (collectively,  "Liabilities") brought against
or incurred by any Indemnitee for (i) injury to persons,  or (ii) loss or damage
to any  property,  or  (iii)  any  other  liability,  resulting  from any act or
omission, of the Vendor in the performance of this Agreement.  If the Vendor and
the Owner jointly cause such  Liabilities,  the Parties will share the liability
in proportion to their respective degree of causal responsibility.

     (b) The Vendor's  obligation  to  indemnify  under  subsection  9.1(a) with
respect to any Liability  will not arise unless the  Indemnitee (i) notifies the
Vendor in writing of such potential Liability within a reasonable time after the
Indemnitee  is  aware of such  potential  Liability;  provided  that the lack of
providing such notice will not affect the Vendor's  obligation  hereunder (A) if
the Vendor  otherwise has actual knowledge of such Liability and (B) unless such
lack of  notice is the  cause of the  Vendor  being  unable  to  adequately  and
reasonably  defend such  Liability,  (ii) gives the Vendor the  opportunity  and
authority  to assume the  defense of and settle such  Liability,  subject to the
provisions  set  forth  below,  and  (iii)  furnishes  to the  Vendor  all  such
reasonable   information  and  assistance  available  to  the  Owner  (or  other
Indemnities) as may be reasonably  requested by the Vendor and necessary for the
defense  against  such  Liability.  The  Vendor  will  assume  on  behalf of the
Indemnitee  and conduct in good faith the defense of such Liability with counsel
(including in-house counsel) reasonably satisfactory to the Indemnitee; provided
that the Indemnitee  will have the right to be  represented  therein by advisory
counsel of its own selection and at its own expense. If the Indemnitee will have
reasonably  concluded that there may be legal defenses available to it which are
different from or additional to, or  inconsistent  with,  those available to the
Vendor, the Indemnitee will have the right to select separate counsel reasonably
satisfactory  to the Vendor to  participate in the defense of such action on its
own behalf at such Indemnitee's  expense.  In the event the Vendor fails,  after
written  demand by such  Indemnitee,  to  defend  any  Liability  as to which an
indemnity should be provided under subsection  9.1(a),  then the Indemnitee may,
at the  Vendor's  expense,  contest or settle such matter  without the  Vendor's
consent.  All  payments,  losses,  damages  and  reasonable  costs and  expenses
incurred in connection  with such contest,  payment or settlement  controlled by
such Indemnitee will be to the Vendor's account.  The Vendor will not settle any
such Liability without the consent of the Indemnitee,  which consent will not be
unreasonably withheld. This indemnity is in lieu of all other obligations of the
Vendor,  expressed or implied, in law or in equity, to indemnify the Indemnitees
(except  those  other  indemnity   obligations   expressly  set  forth  in  this
Agreement).

     (c) EXCEPT AS EXPRESSLY SET FORTH IN SUBSECTIONS  3.7, 3.8 AND 3.10 OF THIS
AGREEMENT, THE VENDOR MAKES NO WARRANTIES AS TO PRODUCTS, SOFTWARE,  TECHNOLOGY,
MATERIALS,  SERVICES,  INFORMATION  OR OTHER  ITEMS IT  FURNISHES  TO THE OWNER,
AGENTS  OR  PURCHASERS,  EXPRESS  OR  IMPLIED,  INCLUDING  BUT  NOT  LIMITED  TO
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT SUCH
ITEMS  ARE  FREE  FROM  THE  RIGHTFUL  CLAIM  OF  ANY  THIRD  PARTY,  BY  WAY OF
INFRINGEMENT OR THE LIKE.

     (d) EXCEPT AS PROVIDED IN SUBSECTIONS  3.2(c), 4.2, 7.1, 7.4 AND 9.2 HEREOF
NEITHER  PARTY  WILL BE LIABLE TO THE OTHER  (ITS  AGENTS OR, IN THE CASE OF THE
VENDOR, THE PURCHASERS) FOR ANY INCIDENTAL,  CONSEQUENTIAL OR SPECIAL DAMAGES OR
ANY OTHER INDIRECT LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT, THE DELIVERY
OR THE FAILURE TO DELIVER  ANY OF THE  PRODUCTS OR ANY  COMPONENT  THEREOF,  ANY
BREACH OF THIS AGREEMENT, THE FAILURE OF THE PRODUCTS TO PERFORM AS WARRANTED OR
OTHERWISE  OR ANY  RESULTING  OBLIGATION,  OR THE USE OR INABILITY TO USE OF ANY
PRODUCTS  DELIVERED  PURSUANT  TO THIS  AGREEMENT,  WHETHER  IN AN ACTION FOR OR
ARISING OUT OF BREACH OF CONTRACT, FOR TORT, OR ANY OTHER CAUSE OF ACTION.

     EXCEPT AS PROVIDED IN SUBSECTIONS  3.2(c),  4.2, 7.1, 7.4 AND 9.2 HEREOF IN
NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER (ITS AGENTS OR, IN THE CASE OF
THE  VENDOR,   THE  PURCHASERS)  FOR  ANY  SPECIAL,   INDIRECT,   INCIDENTAL  OR
CONSEQUENTIAL  DAMAGE OR LOSS OF ANY NATURE WHICH MAY ARISE IN  CONNECTION  WITH
THE USE, DISTRIBUTION, INSTALLATION, REMOVAL, MAINTENANCE OR SUPPORT OF PRODUCTS
AND/OR  SOFTWARE  (SEPARATELY  OR IN  COMBINATION  WITH EACH OTHER OR WITH OTHER
PRODUCTS  AND/OR  SOFTWARE  NOT  PROVIDED  BY VENDOR)  BY OWNER,  AGENTS AND ANY
PURCHASER PURSUANT TO OR UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS
ARE BASED OR  REMEDIES  ARE SOUGHT IN  WARRANTY,  CONTRACT,  NEGLIGENCE,  STRICT
LIABILITY, TORT, PRODUCTS LIABILITY OR OTHERWISE, EVEN IF THE CLAIMANT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

     9.2 Vendor  Damages  for  Fraud.  The Vendor  will be  responsible  for all
(including, but not limited to, actual,  consequential,  incidental and special)
damages  incurred by the Owner as a result of any damage or injury  caused by or
resulting from the fraud of the Vendor.

     9.3 Owner  Indemnity.  (a) The Owner will indemnify and hold the Vendor and
its affiliates, partners, directors, officers, agents and employees (the "Vendor
Indemnitees") harmless from and against all third party claims,  demands, suits,
proceedings,  damages,  costs,  expenses  and  liabilities,  including,  without
limitation,  reasonable legal fees (collectively,  "Vendor Liabilities") brought
against or incurred by any Vendor Indemnitee for (i) injury to persons,  or (ii)
loss or damage to any property,  or (iii) any other liability,  in each instance
resulting  from any act or  omission  of the  Owner in the  performance  of this
Agreement.  If the Vendor and the Owner jointly  cause such Vendor  Liabilities,
the Parties will share the liability in proportion to their respective degree of
causal responsibility.

     (b) The  Owner's  obligation  to  indemnify  under  subsection  9.3(a) with
respect to any Vendor Liability will not arise unless the Vendor  Indemnitee (i)
notifies  the Owner in  writing  of such  potential  Vendor  Liability  within a
reasonable  time after the Vendor  Indemnitee is aware of such potential  Vendor
Liability;  provided that the lack of providing  such notice will not affect the
Owner's obligation  hereunder (A) if the Owner otherwise has actual knowledge of
such  Vendor  Liability  and (B) unless  such lack of notice is the cause of the
Owner being unable to adequately  and reasonably  defend such Vendor  Liability,
(ii) gives the Owner the  opportunity and authority to assume the defense of and
settle  such  Vendor  Liability,  subject  to the  provisions  of the  next  two
sentences,  and (iii) furnishes to the Owner all such reasonable information and
assistance   (including,   but  not   limited   to,   reasonable   manufacturing
modifications)  available to the Vendor (or other Vendor  Indemnitees) as may be
reasonably  requested by the Owner and  necessary  for the defense  against such
Vendor  Liability.  The Owner will assume on behalf of the Vendor Indemnitee and
conduct in good faith the  defense of such  Liability  with  counsel  (including
in-house counsel)  reasonably  satisfactory to the Vendor  Indemnitee;  provided
that the  Vendor  Indemnitee  will have the right to be  represented  therein by
advisory  counsel of its own  selection  and at its own  expense.  If the Vendor
Indemnitee  will have  reasonably  concluded  that  there may be legal  defenses
available to it which are different from or additional to, or inconsistent with,
those  available  to the  Owner,  the Vendor  Indemnitee  will have the right to
select separate counsel  reasonably  satisfactory to the Owner to participate in
the  defense  of such  action  on its own  behalf  at such  Vendor  Indemnitee's
expense.  In the event the Owner  fails,  after  written  demand by such  Vendor
Indemnitee,  to defend any Vendor  Liability as to which an indemnity  should be
provided under subsection 9.3(a), then the Vendor Indemnitee may, at the Owner's
expense,  contest  or settle  such  matter  without  the  Owner's  consent.  All
payments,  losses,  damages  and  reasonable  costs  and  expenses  incurred  in
connection  with such contest,  payment or settlement by such Vendor  Indemnitee
will be to the  Owner's  account.  The Owner  will not  settle  any such  Vendor
Liability without the consent of the Vendor  Indemnitee,  which consent will not
be unreasonably withheld.  This indemnity is in lieu of all other obligations of
the Owner,  expressed or implied,  in law or in equity,  to indemnify the Vendor
Indemnitees  (except those other  indemnity  obligations  expressly set forth in
this Agreement).

Section 10.   Termination

     10.1  Termination.  This Agreement  will terminate on the End Date,  unless
extended by mutual  agreement of the Parties hereto,  in accordance with Section
2, or unless  sooner  terminated as provided  herein.  Any such  termination  in
accordance  with the terms of this Section 10 will in no way terminate,  modify,
amend or otherwise affect the Vendor's  warranties or indemnities  hereunder (or
the  enforceability  thereof) in  connection  with Products sold pursuant to the
terms of this Agreement.

     10.2  Termination  For Cause.  In addition to any other  termination  right
provided the Owner  pursuant to the terms of this  Agreement,  the Owner has the
right to terminate this Agreement in its entirety without any penalty or payment
obligation  upon the  occurrence  of any Vendor event of default (each a "Vendor
Event of Default") as set forth below.  The  occurrence  of any of the following
will constitute a Vendor Event of Default:

     (a) the Vendor  (i) files a  voluntary  petition  in  bankruptcy  or has an
involuntary petition in bankruptcy filed against it that is not dismissed within
sixty (60) days of such involuntary filing, (ii) admits the material allegations
of any petition in bankruptcy filed against it, (iii) is adjudged  bankrupt,  or
(iv)  makes a general  assignment  for the  benefit  of its  creditors,  or if a
receiver is appointed for all or a substantial  portion of its assets and is not
discharged within sixty (60) days after his appointment; or

     (b) the Vendor  commences any  proceeding  for relief from its creditors in
any court under any state insolvency statutes; or

     (c) the Vendor violates any Applicable Law and the effect of such violation
materially  impairs the Vendor's  ability to perform its  obligation  under this
Agreement; or

     (d) the Vendor fails to comply with subsection 11.18; or

     (e) the Vendor  breaches  any other  provision  of this  Agreement  and the
effect of such breach  materially  impairs the  Vendor's  ability to perform its
obligations under this Agreement.

     10.3  Remedies.  If any of the  Vendor  Events  of  Default  exists  and is
continuing,  the Owner may, without prejudice to any other rights or remedies of
the Owner in this  Agreement  or at law or in equity  (except  as such  legal or
equitable  remedies may be limited by this Agreement),  terminate this Agreement
upon  written  notice to the  Vendor;  provided  that the Owner  will have first
provided to the Vendor the following periods of notice and opportunity to cure:

               (i) in the case of an Event of Default  specified in  subsections
          10.2(a) and 10.2(b), no notice or opportunity to cure will be required
          from the Owner; and

               (ii) in the case of any other Event of Default by the Vendor, the
          Owner will have provided thirty (30) days' prior written  notice,  and
          the Vendor will have failed to diligently  pursue such cure and failed
          to remedy  the  breach  entirely  by the end of said  thirty  (30) day
          notice period.

     10.4 Discontinuance of Supply.  Upon such notification of termination,  the
Vendor must immediately discontinue all supply of Products.

     10.5  Payments.  When the  Owner  terminates  this  Agreement  pursuant  to
subsection 10.2,  notwithstanding anything herein to the contrary, the Owner may
withhold  payments in amounts  that it  reasonably  believes are in dispute (any
such  amount a  "Disputed  Amount"),  if any, at such time to the Vendor for the
purposes  of offset of amounts  owed to the Owner  pursuant to the terms of this
Agreement,  until such time as the exact amount of damages due to the Owner from
the  Vendor is fully  determined;  provided  that in such  event the Owner  will
deposit  any such  Disputed  Amounts  in an  escrow  account  with a  reasonable
unaffiliated  escrow agent of national  reputation  for the duration of any such
dispute.

     10.6 Costs. In the event of a termination due to a Vendor Event of Default,
the Owner will be entitled from the Vendor to reasonable out of pocket increased
costs incurred by the Owner for products purchased from other vendors to replace
the  Vendor's  Products.  The amount to be paid by the Vendor  pursuant  to this
subsection  10.6 will survive  termination of this Agreement and will be subject
to the limitations of liability in this Agreement.

     10.7 Continuing  Obligations.  Termination of this Agreement for any reason
(i)  will not  relieve  either  Party of its  obligations  with  respect  to the
confidentiality  of the Proprietary  Information as set forth in subsection 8.2,
(ii) will not relieve  either Party of any  obligation  which  applies to it and
which  expressly or by  implication  survives  termination,  and (iii) except as
otherwise  provided in any provision of this  Agreement  expressly  limiting the
liability of either Party,  will not relieve either Party of any  obligations or
liabilities  for loss or damage to the other  Party  arising out of or caused by
acts or omissions of such Party prior to the effectiveness of such termination.

     10.8 The Vendor's Right to Terminate. The Vendor has the right to terminate
this Agreement in its entirety without any penalty or payment obligations,  upon
the occurrence of any of the following (each an "Owner Event of Default"):

     (a) the  Owner (i)  files a  voluntary  petition  in  bankruptcy  or has an
involuntary petition in bankruptcy filed against it that is not dismissed within
sixty (60) days of such involuntary filing, (ii) admits the material allegations
of any petition in bankruptcy filed against it, (iii) is adjudged  bankrupt,  or
(iv)  makes a general  assignment  for the  benefit  of its  creditors,  or if a
receiver is appointed for all or a substantial  portion of its assets and is not
discharged within sixty (60) days after his appointment; or

     (b) the Owner commences any proceeding for relief from its creditors in any
court under any state insolvency statutes; or

     (c) the Owner fails to (i) make payments of undisputed amounts  (considered
separately and not in aggregate) of less than ten million  ($10,000,000)  due to
the Vendor pursuant to the terms of this  Agreement,  provided that such failure
has  continued  for at least fifteen (15) days after the Vendor has provided the
Owner  with  written  notice of its  intent to so  terminate  on account of such
overdue  amount or (ii) make  payments  of  undisputed  amounts in excess of ten
million ($10,000,000) due to the Vendor pursuant to the terms of this Agreement,
provided that such failure has continued for at least forty-five (45) days after
the Vendor has c) the Owner  fails to (i) make  payments of  undisputed  amounts
(considered   separately  and  not  in  aggregate)  of  less  than  ten  million
($10,000,000)  due to the  Vendor  pursuant  to the  terms  of  this  Agreement,
provided  that such failure has  continued  for at least fifteen (15) days after
the  Vendor  has  provided  the Owner  with  written  notice of its intent to so
terminate on account of such overdue  amount or (ii) make payments of undisputed
amounts in excess of ten million ($10,000,000) due to the Vendor pursuant to the
terms of this  Agreement,  provided that such failure has continued for at least
forty-five (45) days after the Vendor has provided the Owner with written notice
of its intent to so terminate on account of such overdue amount; or

     (d)  the  Owner   repeatedly   and  materially   breaches   subsection  8.2
notwithstanding the fact that the Vendor will have provided the Owner with prior
written notice  describing the alleged material breaches and will have given the
Owner a reasonable time to cure any such breaches; or

     (e) the Owner fails to comply with subsection 11.19; or

     (f)  the  Owner  violates  any  Applicable  Laws,  and the  effect  of such
violation  materially  impairs  the Owner's  ability to perform its  obligations
under this Agreement; or

     (g) the Owner  fails to  purchase in any of the  respective  Annual  Supply
Periods  the  First  Annual  Minimum  Commitment,   the  Second  Annual  Minimum
Commitment  and the Third Annual Minimum  Commitment,  as applicable and as such
Annual Minimum  Commitments may reduced from time to time in accordance with the
terms of this Agreement; or

     (h) the Owner otherwise materially breaches any provision of this Agreement
which  such  material  breach it has not cured  within a  reasonable  time after
notification by the Vendor thereof.

     10.9 Vendor  Remedies.  If any of the Owner Events of Default exists and is
continuing,  the Vendor may, without  prejudice to any rights or remedies of the
Vendor  in this  Agreement  or at law or in  equity  (except  as such  legal  or
equitable  remedies may be limited by this Agreement),  terminate this Agreement
(i) immediately  upon the occurrence of any Owner Event of Default  specified in
clauses (a), (b), (c), (d) and (h) and (ii) after thirty (30) days prior written
notice upon the occurrence of any other Owner Event of Default. All amounts owed
by the  Owner  to the  Vendor  prior to any such  termination  shall be  payable
immediately  upon  termination.  Notwithstanding  anything  set  forth  in  this
Agreement,  immediately  upon the  occurrence  of any Owner Event of Default the
Vendor  shall have the right,  without  any penalty or payment  obligations,  to
suspend Vendor's  performance with respect to  manufacturing  Products,  to stop
shipment of all Products subject to Delivery Orders, and to recall, if possible,
all Products subject to unfulfilled or undelivered Delivery Orders.

Section 11.   General Provisions

     11.1 Assignment.  (a) Except as otherwise  permitted  herein,  neither this
Agreement  nor any portion  hereof may be assigned by either  Party  without the
express prior written consent of the other Party provided that such consent will
not be  unreasonably  withheld.  Notwithstanding  anything  stated herein to the
contrary,  the Owner may assign its rights  under this  Agreement  to any wholly
owned  direct  or  indirect  operating  subsidiary  of Sprint  Spectrum  Holding
Company,  L.P.,  a Delaware  limited  partnership.  The Owner may,  without  the
consent of the Vendor,  collaterally assign its rights hereunder (including, but
not  limited  to, all  licenses  with  respect to the  Software)  to the parties
providing  financing for any part of the  Nationwide  Network under a collateral
trust for the benefit of one or more other entities providing  financing for any
part of the  Nationwide  Network or similar  arrangement  for the benefit of the
entities providing for the financing for any part of the Nationwide  Network, in
either case. If requested by the Owner,  the Vendor,  will within seven (7) days
of such request, provide a written consent to any such assignment; provided that
such consent will permit  reassignment if the financing  parties  exercise their
remedies under the documents for such financing subject to reasonable  standards
as to (i) the  creditworthiness  of the  assignee  and (ii)  the  fact  that the
assignee  is not at  such  time a  direct  competitor  of the  Vendor  or of its
subsidiaries.  The foregoing rights and obligations are in addition to those set
forth in subsection 11.2. Any attempted  assignment in violation of the terms of
this Agreement will be null and void.

     (b)  Notwithstanding  anything  contained  in this  subsection  11.1 to the
contrary, the Owner acknowledges and agrees that unless the Owner receives prior
written notice from the Vendor to the contrary,  that effective automatically at
5:00 p.m. New York City time on January 2, 1997 (the  "Assignment  Date") all of
the  Vendor's  rights  hereunder  will be  assigned  by the  Vendor  to  Samsung
Telecommunications America, Inc., a Delaware corporation ("Samsung America") and
simultaneous  therewith  Samsung  America will  automatically  assume all of the
Vendor's  obligations  under  this  Agreement  and for all  purposes  under this
Agreement  the term "Vendor"  will be deemed to mean Samsung  America;  provided
that nothing  contained  herein will in any way diminish or otherwise affect the
Vendor's  ongoing  liability and  obligations  after the Assignment  Date to the
Owner under this Contract  upon the default,  breach or other failure to perform
by Samsung  America.  On or immediately  prior to the Assignment Date the Vendor
and Samsung America will deliver to the Owner a written notice (the  "Assignment
Notice")  verifying the assignment to Samsung  America  contemplated  herein and
confirming Samsung  Electronics Co., Ltd.'s ongoing liability under and pursuant
to the terms of this Agreement.  Furthermore,  the Assignment  Notice will state
that as of the Assignment Date the  representations  and warranties set forth in
subsection 13.1 are true and correct.

     11.2  Successors  and Assigns.  This  Agreement  will bind and inure to the
benefit  of the  Parties  to this  Agreement,  their  successors  and  permitted
assigns.

     11.3 Survival of Obligations. The Parties' rights and obligations which, by
their nature, would continue beyond the termination, cancellation, or expiration
of this Agreement,  including but not limited to those rights and obligations of
the Parties set forth in  subsections  3.7, 3.8, 10.6 and 10.9 and Sections 7, 8
and 9, will survive such termination, cancellation or expiration.

     11.4  Severability.  If any provision in this  Agreement will be held to be
invalid or unenforceable,  the remaining  portions will remain in effect. In the
event such invalid or unenforceable provision is considered an essential element
of this Agreement, the Parties will promptly negotiate a replacement provision.

     11.5  Non-waiver.  No waiver of the terms and conditions of this Agreement,
or the failure of either party strictly to enforce any such term or condition on
one or more  occasions will be construed as a waiver of the same or of any other
term or condition of this Agreement on any other occasion.

     11.6 Compliance with United States  Regulations.  Nothing contained in this
Agreement  will  require  or  permit  the  Owner  or the  Vendor  to do any  act
inconsistent  with the  requirements of (a) the regulations of the United States
Department  of  Commerce,   or  (b)  the  foreign  assets  controls  or  foreign
transactions  controls regulations of the United States Treasury Department,  or
(c) any  Applicable  Law,  regulation  or executive  order as the same may be in
effect in the Territory from time to time.

     11.7 Notices.  All notices,  requests,  demands,  consents,  agreements and
other communications required or permitted to be given under this Agreement will
be in writing and will be mailed to the party to whom notice is to be given,  by
facsimile,  and  confirmed by first class mail,  postage  prepaid,  and properly
addressed as follows (in which case such notice will be deemed to have been duly
given on the day the notice is first received by the party):
SPRINT SPECTRUM L.P.
4717 Grand Avenue
Kansas City, Missouri 64112
Attention: Vice President, Business Development
Facsimile No.: (816) 559-6040
Telephone No.: (816) 559-6000

with a copy to:

SPRINT SPECTRUM L.P.
4717 Grand Avenue
Kansas City, Missouri 64112
Attention: Vice President and General Counsel
Facsimile No.: (816) 559-2591
Telephone No.: (816) 559-2500


SAMSUNG ELECTRONICS CO., LTD.
9th Floor, Joong-ang Daily News Bldg.
7, Soonhwa-dong,
Choong-Ku,
C.P.O. Box 2775
Seoul, Korea
Attention:   Mr. S.N. Lee
             General Manager of International
             Sales Wireless Products Group
Facsimile No.: (010) 82-2-751-6071
Telephone No.: (010) 82-2-751-6049

with a copy to:

SAMSUNG ELECTRONICS CO., LTD./
SAMSUNG TELECOMMUNICATIONS AMERICA, INC.
1501 LBJ Freeway, Suite 410
Dallas, Texas 75234
Attention:   Mr. H.J. Lee
             Director of Strategic Business
             Development Team
Facsimile No.: (214) 484-6630
Telephone No.: (214) 484-6004

     The above  addresses can be changed by providing  notice to the other Party
in accordance with this subsection 11.7.

     11.8 Dispute  Resolution.  (a) Subject to subsections  10.3, 10.8, 10.9 and
subsection 11.10, in the event any controversy,  claim,  dispute,  difference or
misunderstanding  arises  out of or  relates  to  this  Agreement,  any  term or
condition  hereof,  any of the work to be performed  hereunder or in  connection
herewith,  the respective  System Managers of the Owner and the Vendor will meet
and negotiate in good faith in an attempt to amicably resolve such  controversy,
claim, dispute,  difference or misunderstanding in writing. Such System Managers
must meet for this purpose  within ten (10)  Business  Days,  or such other time
period  mutually  agreed  to by the  Parties,  after  such  controversy,  claim,
dispute,  difference or  misunderstanding  arises.  If the Parties are unable to
resolve the controversy,  claim, dispute, difference or misunderstanding through
good faith  negotiations  within such ten (10)  Business Day period,  each Party
will,  within  five (5)  Business  Days  after the  expiration  of such ten (10)
Business Day period,  prepare a written position  statement which summarizes the
unresolved issues and such Party's proposed resolution.  Such position statement
must be delivered by the Vendor to the Owner's Vice  President of Engineering or
Operations  or  then  equivalent  officer  and by  the  Owner  to  the  Vendor's
corresponding officer or representative for resolution within (5) Business Days,
or such other time period mutually agreed to by the Parties.

     (b) If the Parties continue to be unable to resolve the controversy, claim,
dispute,  difference or misunderstanding,  either Party may initiate arbitration
in accordance with the provisions of subsection  11.9. The arbitrators  hired or
otherwise  chosen pursuant to and in accordance with the terms of this Agreement
will determine issues of  arbitrability  pursuant to the terms of this Agreement
but may not in any way  limit,  expand  or  otherwise  modify  the terms of this
Agreement nor will they have any authority to award punitive or other damages in
excess of  compensatory  damages (other than as  specifically  set forth in this
Agreement)  and each  Party  irrevocably  waives  any such  claim  thereto  when
invoking the arbitration provisions of subsection 11.9.

     11.9 Arbitration.  (a) An arbitration  proceeding initiated by either Party
under this Agreement with respect to any controversy, claim, dispute, difference
or  misunderstanding  will be  conducted  in New  York in  accordance  with  the
Commercial  Arbitration  rules of the AAA, except that, at the request of either
Party, a stenographic  transcript of the testimony and proceedings will be taken
and the arbitrators  will base their decision upon the records and briefs of the
Parties.

     (b) Such  arbitration  will be initiated  by either Party by notifying  the
other  Party  in  writing  and  will  be  settled  before  three  (3)  impartial
arbitrators,  one of whom will be named by the Owner,  one by the Vendor and the
third  by  the  two   arbitrators   appointed  by  the  Owner  and  the  Vendor,
respectively.  All of the named arbitrators will have significant  experience in
the  wireless  telecommunications  industry.  If either  the Owner or the Vendor
fails to select an  arbitrator  within ten (10) days after notice has been given
of the  initiation  of the  arbitration,  the  officer in charge of the New York
office of the AAA will have the right to appoint the other  arbitrator,  and the
two arbitrators thus chosen will then select the third arbitrator.

     (c) Except as the Parties may otherwise  mutually  agree,  the  arbitration
hearings  will  commence  within  fifteen  (15)  Business  Days  after a Party's
initiation  of the  arbitration.  The Federal  Rules of Evidence  will apply and
reasonable discovery, including depositions, will be permitted. Discovery issues
will be decided by the arbitrators and post-hearing briefs will be permitted.

     (d) The  arbitrator  will render a decision  within ten (10) days after the
conclusion of the hearing(s) and submission of post-hearing briefs and a written
opinion  setting  forth  findings  of fact and  conclusions  of law will be made
available to the Parties  within that time period.  The decision of the majority
of the arbitrators regarding the matter submitted will be final and binding upon
the Parties.  Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.

     (e) Each Party will pay for the  services  and  expenses of the  arbitrator
appointed by it, its witnesses and  attorneys,  and all other costs  incurred in
connection with the arbitration (including,  without limitation, the cost of the
services  and  expenses  of the  arbitrator  appointed  by the  two  arbitrators
appointed by the Parties) will be paid in equal part by the Parties,  unless the
award  will  specify  a  different  division  of  the  costs.  Unless  otherwise
specifically  stated in this  Agreement,  during the pendency of any arbitration
proceedings,  the  Parties  agree  to  continue  to  perform  their  obligations
hereunder  in the  same  manner  as  prior  to the  institution  of  arbitration
proceedings.

     11.10  Other  Remedies.  Notwithstanding  anything to the  contrary  herein
contained,  each  Party will be  entitled  to pursue  any  equitable  rights and
remedies  that  are  available  at  law  or in  equity  without  complying  with
subsection 11.9.

     11.11 Tolling.  All applicable statutes of limitation will be tolled to the
extent  permitted  by  Applicable  Law while the dispute  resolution  procedures
specified in subsections  11.8 and 11.9 are pending,  and nothing herein will be
deemed to bar any Party from taking such action as the Party may reasonably deem
to be required to effectuate such tolling.

     11.12  GOVERNING LAW AND FORUMS.  THIS  AGREEMENT IS GOVERNED BY THE LAW OF
THE  STATE OF NEW YORK  PERTAINING  TO  CONTRACTS  AND  AGREEMENTS  MADE  AND/OR
PERFORMED IN NEW YORK.  THIS  AGREEMENT  AND THE WORK TO BE PERFORMED  HEREUNDER
WILL BE DEEMED TO BE MADE,  EXECUTED AND PERFORMED IN THE STATE OF NEW YORK. THE
VENDOR AND THE OWNER EACH HEREBY IRREVOCABLY (A) AGREES THAT ANY SUIT, ACTION OR
OTHER LEGAL  PROCEEDING  ARISING OUT OF OR  RELATING TO THIS  AGREEMENT  MUST BE
BROUGHT IN THE UNITED  STATES  DISTRICT  COURT FOR THE SOUTHERN  DISTRICT OF NEW
YORK WHICH COURT WILL HAVE EXCLUSIVE  JURISDICTION OVER ANY CONTROVERSY  ARISING
OUT OF THIS  AGREEMENT,  (B) CONSENTS TO THE  JURISDICTION  OF SUCH COURT IN ANY
SUCH SUIT,  ACTION OR PROCEEDING,  (C) WAIVES ANY OBJECTION WHICH IT MAY HAVE TO
THE LAYING OF VENUE OF ANY SUCH  SUIT,  ACTION OR  PROCEEDING  IN SUCH COURT AND
CLAIM  THAT  ANY  SUCH  SUIT,  ACTION  OR  PROCEEDING  HAS  BEEN  BROUGHT  IN AN
INCONVENIENT  FORUM AND;  (D) WAIVE A TRIAL BY JURY IN ANY SUCH SUIT,  ACTION OR
PROCEEDING.  SERVICE  OF  PROCESS IN ANY SUIT,  ACTION OR  PROCEEDING  SHOULD BE
DEEMED  EFFECTIVE IF MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO THE
OWNER  OR THE  VENDOR,  AS THE  CASE  MAY  BE,  AT THE  ADDRESSES  INDICATED  IN
SUBSECTION  11.7  HEREOF AND IN THE MANNER  SET FORTH IN SUCH  SUBSECTION  11.7.
NOTHING  IN THIS  SUBSECTION  11.12  WILL  AFFECT  THE RIGHT OF THE OWNER OR THE
VENDOR TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     11.13 Entire  Agreement.  This  Agreement,  together  with all  Appendices,
Exhibits and Schedules attached hereto and the Side Letter Agreement dated as of
the date  hereof  between  the Owner and the  Vendor  with  respect  to  certain
payments by the Vendor to the Owner,  which are all incorporated  herein by this
reference,  constitutes the entire agreement  between the Parties and supersedes
all prior oral or written  negotiations and agreements  between the Parties with
respect to the subject matter hereof. No modification, variation or amendment to
this  Agreement  will be  effective  unless  made in writing  and signed by duly
authorized  representatives of each of the Parties. Except as otherwise provided
in this Agreement,  any additional or inconsistent  terms stated by the Owner in
any Delivery Order issued  hereunder will be of no force or effect other than to
express types and quantities of Products ordered and shipment destinations.

     11.14  Improvements,   Inventions  and  Innovations.   All  rights  in  any
improvements,  inventions,  and  innovations  made by the Owner will vest in the
Owner,  and the Owner and its  Affiliates  will have the right to  exploit  such
improvements,  inventions,  and  innovations.  All  rights in any  improvements,
inventions and innovations  made by the Vendor will vest in the Vendor,  and the
Vendor  and its  affiliates  will have the right to exploit  such  improvements,
inventions and innovations.

     11.15 Conflicts.  In the event of any conflict or  inconsistency  among the
provisions of this Agreement and the documents  attached hereto and incorporated
herein,  such conflict or inconsistency will be resolved by giving precedence to
this Agreement and thereafter to the Exhibits, Schedules and the Appendices.

     11.16 Independent Contractors.  The relationship between the Vendor and the
Owner pursuant to this Agreement is that of independent contractors.  The Vendor
and the Owner are not joint venturers, partners, principal and agent, master and
servant,  employer or employee,  and have no other relationship pursuant to this
Agreement other than independent contracting parties.

     11.17  Force  Majeure.  If the  performance  of this  Agreement  (including
without limitation any deliveries hereunder) is interfered with by reason of any
unforeseen  circumstance  beyond the reasonable  control of the Party  affected,
including without  limitation,  fire, acts of God or the public enemy, riots and
insurrections,  fire, strikes, boycotts or lockouts, embargoes, judicial action,
lack of or inability to obtain export permits or approvals,  components and acts
of civil or military  authorities,  then the Party affected will be excused from
such performance on a day-for-day  basis to the extent of such interference (and
the other Party will likewise be excused from performance on a day-for-day basis
to the extent such Party's  obligations  relate to the performance so interfered
with);  provided  that the Party so affected will use its best efforts under the
circumstances to remove such causes of  nonperformance.  In the event of a Force
Majeure  claimed by either  party which lasts in excess of ninety (90) days from
the commencement of any such claim by either Party  hereunder,  the Party not so
claiming Force Majeure hereunder will have the right, but not the obligation, to
terminate this  Agreement.  The Party claiming the Force Majeure  hereunder will
not be liable to the other Party terminating  hereunder for any damages or other
amounts  caused  solely and  directly by any such  termination  pursuant to this
subsection 11.17.

     11.18 Change of Control of the Vendor. The Vendor will not consolidate with
or merge  into any other  Person or convey,  transfer  or lease  (other  than in
connection  with sale leaseback or lease  financing  transactions  in connection
with ongoing Vendor  operations) all or  substantially  all of its assets to any
Person,  nor will the Vendor permit any Person or group (as such term is defined
in the Securities  Exchange Act of 1934, as amended (the "Exchange Act")) own or
acquire fifty percent (50%) of the Vendor's  voting equity  interests where such
Person or group did not own as of the  Effective  Date in excess of ten  percent
(10%) of such equity  interests (any such Person or group will be referred to as
the "Vendor's Succeeding Entity"), unless:

               (i) the  Vendor's  Succeeding  Entity  will  agree to assume  the
          obligations of the Vendor under this Agreement; and

               (ii) the Owner will have approved the  transaction,  based solely
          on (x) the  creditworthiness  of the Vendor's  Succeeding  Entity, (y)
          whether the Vendor's  Succeeding  Entity is a competitor  of the Owner
          and (z)  whether  in the  Owner's  reasonable  judgment  the  Vendor's
          Succeeding  Entity  will be able to  fulfill  the  obligations  of the
          Vendor (including,  but not limited to, the Vendor's obligations as to
          then present or future orders) under this Agreement.

     11.19 Change of Control of the Owner.  Except as otherwise  permitted under
subsection  11.1,  the Owner will not  consolidate  with or merge into any other
business  entity or convey,  transfer or lease all or  substantially  all of its
assets to any  Person,  nor will the Owner  permit  any Person or group (as such
term is defined in the Exchange  Act) own or acquire  fifty percent (50%) of the
Owner's  voting equity  interests or general  partnership  interests  where such
Person or group did not own as of the  Effective  Date in excess of ten  percent
(10%) of either of such partnership  interests (any such Person or group will be
referred to as the "Owner's Succeeding Entity"), unless:

               (i) the  Owner's  Succeeding  Entity  will  agree to  assume  the
          obligations of the Owner under this Agreement; and

               (ii) the Vendor will have approved the transaction,  based solely
          on (x) the  creditworthiness  of the Owner's  Succeeding  Entity,  (y)
          whether the Owner's  Succeeding  Entity is a direct  competitor of the
          Vendor  and (z)  whether  in the  Vendor's  reasonable  judgement  the
          Owner's  Succeeding  Entity will be able to fulfill the obligations of
          the Owner under this Agreement.

     11.20 Offset. Either Party may deduct or retain out of any moneys which may
be due or become due to the other Party  hereunder or otherwise any amounts such
other Party owes to such first Party hereunder or otherwise.

Section 12.  Affiliates

     12.1  Agreements with Initial  Affiliates.  During the Initial Term of this
Agreement,  the Owner will have the right,  but not the  obligation,  to require
that the Vendor enter into good faith negotiations for separate  agreements with
any Initial  Affiliate  designated  by the Owner  (each,  an "Initial  Affiliate
Agreement") for the supply of Products  pursuant to the same prices as set forth
herein and on similar warranty,  Catastrophic Defect,  intellectual property and
indemnity terms and conditions as those set forth in this Agreement.

     12.2  Additional  Affiliates.  On  a  quarterly  basis  commencing  on  the
Effective  Date and during the Initial  Term of this  Agreement,  the Owner may,
upon fifteen (15) days' prior written notice to the Vendor, designate any Person
which has been  licensed to use PCS in the Territory but which is not an Initial
Affiliate as an  "Additional  Affiliate";  provided  that the Vendor will have a
reasonable opportunity to review and approve such designation, such approval not
to be unreasonably withheld, based upon (i) reasonable credit criteria, (ii) the
fact that such  proposed  Additional  Affiliate  has not in the past  materially
breached prior material agreements with the Vendor or its affiliates,  (iii) the
fact  that  the  proposed  Additional  Affiliate  is  not,  at the  time of such
determination,  a direct  competitor  to the  Vendor  or its  affiliates  in the
wireless  telecommunications  business  and  (iv) the  fact  that  the  proposed
Additional  Affiliate  is not,  at the  time of  such  determination,  otherwise
engaged  with the  Vendor or its  affiliates  in a  material  agreement  for the
purchase and/or supply of PCS CDMA wireless technology;  and provided,  further,
that (x) the Owner,  any  Partner or any  Initial  Affiliate  has at least a ten
percent (10%) equity ownership in such Person,  (y) such Person is controlled by
or under the common control with the Owner, any Partner or any Initial Affiliate
or (z) there exists  between the Owner and such Person an  Additional  Affiliate
Arrangement.

     12.3 Agreements with Additional Affiliates. During the Initial Term of this
Agreement,  the Owner will have the right,  but not the  obligation,  to require
that the Vendor enter into separate  agreements  with any  Additional  Affiliate
designated by the Owner (each,  an  "Additional  Affiliate  Agreement")  for the
supply of Products at similar price and warranty  terms as are then available to
the Owner  pursuant to the terms of this  Agreement.  The Vendor must enter into
good faith  negotiations  for the  establishment  of such  Additional  Affiliate
Agreements with any such Additional  Affiliate  promptly upon the designation of
such  Additional  Affiliate by the Owner and upon notice to the Vendor that such
Additional  Affiliate desires to enter into an Additional  Affiliate  Agreement.
Any Additional Affiliate that enters into an Additional Affiliate Agreement with
the Vendor will have the right to choose among the Products offered to the Owner
under this Agreement solely for use within the Nationwide Network.

     12.4 Affiliate  Rights.  Notwithstanding  anything herein  contained to the
contrary,  Affiliates  will not be  deemed  third  party  beneficiaries  to this
Agreement or otherwise have any rights hereunder. Only the Owner may designate a
Person as an Affiliate in accordance  with the terms of this Section 12 and only
the Owner has the right  and/or  the  ability to  enforce  any rights  hereunder
against the Vendor.

Section 13.  Representations and Warranties

     13.1  Representations  and  Warranties  of the  Vendor.  The Vendor  hereby
represents and warrants to the Owner as follows:

     (a) Due  Organization of the Vendor.  The Vendor is a corporation,  validly
existing  and in good  standing  under the laws of the Republic of Korea and has
all requisite power and authority to own and operate its business and properties
and to carry on its business as such business is now being conducted and is duly
qualified to do business in all  jurisdictions  in which the  transaction of its
business  in  connection  with the  performance  of its  obligations  under this
Agreement makes such qualification  necessary or required.  Samsung America is a
corporation,  validly  existing and in good standing  under the laws of Delaware
and has all  requisite  power and  authority to own and operate its business and
properties and to carry on its business as such business is now being  conducted
and  is  duly  qualified  to do  business  in all  jurisdictions  in  which  the
transaction  of  its  business  in  connection   with  the  performance  of  its
obligations under this Agreement makes such qualification necessary or required.

     (b) Due  Authorization of the Vendor;  Binding  Obligation.  The Vendor has
full corporate  power and authority to execute and deliver this Agreement and to
perform its obligations hereunder,  and the execution,  delivery and performance
of this  Agreement  by the  Vendor  has been duly  authorized  by all  necessary
corporate  action  on the part of the  Vendor;  this  Agreement  has  been  duly
executed and delivered by the Vendor and is the valid and binding  obligation of
the Vendor  enforceable  in  accordance  with its terms,  except as  enforcement
thereof  may be limited  by or with  respect to the  following:  (i)  applicable
insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws
of general  application  relating  to or  affecting  the rights and  remedies of
creditors;  (ii)  application of equitable  principles  (whether  enforcement is
sought in  proceedings  in equity or at law);  and (iii)  provided the remedy of
specific enforcement or of injunctive relief is subject to the discretion of the
court before which any proceeding therefore may be brought.  Samsung America has
full  corporate  power and  authority  to  perform  its  obligations  under this
Agreement, and the performance of this Agreement by the Samsung America has been
duly  authorized  by all  necessary  corporate  action  on the  part of  Samsung
America.

     (c)  Non-Contravention.  The  execution,  delivery and  performance of this
Agreement by the Vendor and the  consummation of the  transactions  contemplated
hereby do not and will not contravene the corporate  arrangements  governing the
conduct of the Vendor and do not and will not  conflict  with or result in (i) a
breach  of or  default  under  any  material  indenture,  mortgage,  instrument,
judgment,  decree, order or ruling to which the Vendor is a party or by which it
or  any of its  properties  is  bound  or  affected,  or  (ii) a  breach  of any
Applicable  Law. The  performance of this  Agreement by Samsung  America and the
consummation  of the  transactions  contemplated  hereby  do not  and  will  not
contravene the corporate  arrangements  governing the conduct of Samsung America
and do not and will not  conflict  with or result in (i) a breach of or  default
under any material indenture, mortgage,  instrument,  judgment, decree, order or
ruling  to  which  Samsung  America  is a  party  or by  which  it or any of its
properties is bound or affected, or (ii) a breach of any Applicable Law.

     (d) Regulatory  Approvals.  All material  authorizations  by,  approvals or
orders by,  consents of, notices to, filings with or other acts by or in respect
of any  Governmental  Entity or any other Person required in connection with the
execution,  delivery and  performance  of this Agreement by the Vendor have been
obtained or will be obtained in due course.

     (e)  Non-Infringement.  Except  as set  forth on  Schedule  3 and as of the
Effective  Date there are no threatened or actual claims or threatened or actual
suits in connection with patents and other  intellectual  property  matters that
would or could  materially  adversely affect the Vendor's ability to perform its
obligations under this Agreement.

     (f)  Requisite  Knowledge.  The  Vendor has or will  obtain  all  requisite
knowledge,  know-how, skill, expertise and experience to perform its obligations
in  accordance  with the terms of this  Agreement.  Samsung  America has or will
obtain all requisite  knowledge,  know-how,  skill,  expertise and experience to
perform its obligations in accordance with the terms of this Agreement.

     (g)  Financial  Capacity.  The Vendor  has the  financial,  management  and
manufacturing  capacity and  capabilities  to do the work in a timely  manner in
accordance with the terms of this Agreement.  Samsung America has the financial,
management  and  manufacturing  capacity  and  capabilities  to do the work in a
timely manner in accordance with the terms of this Agreement.

     13.2  Representations  and  Warranties  of  the  Owner.  The  Owner  hereby
represents and warrants to the Vendor and each Guarantor as follows:

     (a) Due  Organization  of the  Owner.  The Owner is a limited  partnership,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all  requisite  power and  authority to own and operate its business and
properties and to carry on its business as such business is now being  conducted
and is duly  qualified to do business in Delaware and in any other  jurisdiction
in which the transaction of its business makes such  qualification  necessary or
required.

     (b) Due Authorization of the Owner; Binding Obligation.  The Owner has full
power and  authority  to execute and deliver this  Agreement  and to perform its
obligations  hereunder,  and the  execution,  delivery and  performance  of this
Agreement  by each of the  Owner  have  been duly  authorized  by all  necessary
partnership  action  on the part of the  Owner;  this  Agreement  has been  duly
executed and  delivered by the Owner and is the valid and binding  obligation of
the Owner  enforceable  in  accordance  with its  terms,  except as  enforcement
thereof  may be limited  by or with  respect to the  following:  (i)  applicable
insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws
of general  application  relating  to or  affecting  the rights and  remedies of
creditors;  (ii)  application of equitable  principles  (whether  enforcement is
sought in  proceedings  in equity or at law);  and (iii)  provided the remedy of
specific enforcement or of injunctive relief is subject to the discretion of the
court before which any proceeding therefor may be brought.

     (c)  Non-Contravention.  The  execution,  delivery and  performance of this
Agreement by the Owner and the  consummation  of the  transactions  contemplated
hereby do not and will not contravene the partnership arrangements governing the
Owner  and do not and will not  conflict  with or  result  in (i) a breach of or
default under any material indenture, agreement,  instrument,  judgment, decree,
order  or  ruling  to  which  the  Owner is a Party or by which it or any of its
properties is bound or affected, or (ii) a breach of any Applicable Law.

     (d) Regulatory  Approvals.  All material  authorizations  by,  approvals or
orders by,  consents of, notices to, filings with or other acts by or in respect
of any  Governmental  Entity or any other Person required in connection with the
execution,  delivery and  performance  of this  Agreement by the Owner have been
obtained or will be obtained in due course.

     (e) Financial Capacity. The Owner has or will have the financial management
capacity to perform its obligations under this Agreement.

Section 14.  [Intentionally Omitted]


Section 15.  Other

     15.1 Owner  Liabilities.  The Parties understand and agree that none of the
Partners, nor any of their Affiliates, has guaranteed or otherwise is now in any
way liable with respect to any obligations or liabilities of the Owner or any of
its subsidiaries  pursuant to or in connection with this Agreement.  The Parties
further  understand and agree that neither the Owner nor any of its subsidiaries
will  guarantee  or  otherwise  be in any  way  liable  for any  obligations  or
liabilities  of any of the Partners or any  Affiliate  of the Owner  pursuant to
this Agreement  unless,  and only to the extent,  the Owner expressly  agrees in
writing to guarantee or otherwise be liable for such liability.

     15.2  Counterparts.  This  Agreement  may be executed by one or more of the
Parties to this  Agreement  on any number of separate  counterparts,  and all of
said  counterparts  taken together will be deemed to constitute one and the same
instrument.

<PAGE>


     THE OWNER AND THE VENDOR HAVE READ THIS AGREEMENT INCLUDING ALL APPENDICES,
EXHIBITS  AND  SCHEDULES  HERETO  AND  AGREE TO BE BOUND  BY ALL THE  TERMS  AND
CONDITIONS HEREOF AND THEREOF.

     IN WITNESS  WHEREOF,  the  Parties  hereto  have  caused  their  authorized
representatives  to execute  this  Agreement  effective as of the date first set
forth above.

                                    SPRINT SPECTRUM L.P.,
                                      Owner


                                    By:  /s/ B.A. Bianchino
                                    Name:  B.A. Bianchino
                                    Title: Chief Business Development Officer



                                    SAMSUNG ELECTRONICS CO., LTD.,
                                     Vendor

                                    By:  /s/ Y.R. Song
                                    Name:  Y.R. Song
                                    Title: Vice President



<PAGE>



                                   SCHEDULE 1


                              Independent Auditors


         o        Ernst & Young LLP
         o        Arthur Andersen LLP
         o        Price Waterhouse LLP
         o        Deloitte & Touche LLP
         o        KPMG Peat Marwick LLP

     This  list  will  at all  times  throughout  the  Term  of  this  Agreement
specifically  exclude the then  current  auditor of either the  Vendor,  Samsung
America or the Owner.

<PAGE>



                                   SCHEDULE 2


                               Initial Affiliates

(a)      Each of the Partners and their operating subsidiaries.

(b)      APC and its operating subsidiaries.

(c)      PhillieCo and its operating subsidiaries.

(d)      TCG and its operating subsidiaries.

(e)      NewTelCo. and its operating subsidiaries.


<PAGE>



                                   SCHEDULE 3


                        Vendor Outstanding Patent Issues


                                      None.


<PAGE>



                                   SCHEDULE 4


                            Vendor Repair Facilities

   
                               [To be completed]
    

<PAGE>



                                   SCHEDULE 5


                             [Intentionally Omitted]


<PAGE>



                                   SCHEDULE 6


                           Vendor's Proprietary Marks

   
                               [To be completed]
    

<PAGE>



                                   SCHEDULE 7


                             [Intentionally Omitted]




<PAGE>



                                   SCHEDULE 8


                                 First Forecast


[-------------------------------------------------------]




<PAGE>



                                   APPENDIX 1


                                     Pricing

Unit Version              Quantity                  Price (in U.S. dollars)
------------------------- ------------------------- ----------------------------
SCH-1000 (Exhibit A1)     [__________] Subscriber     $[____]
Subscriber Unit and       Units and Material
Material Accessories      Accessories
                          [__________] Subscriber     $[____]
                          Units and Material
                          Accessories
                          [__________] Subscriber     $[____]
                          Units and Material
                          Accessories

SCH-1000  Subscriber  The  Second  Generation  [________________]  for the Units
and/or  Second  (Exhibit A2)  quantities  period up to June 30, 1998  Generation
(Exhibit  A2)  are  based  on  average   Subscriber   Units  and  deliveries  of
approximately  Material  Accessories  [________]  units  At any time on or after
October 1, 1997

Commencing                Based upon [________]     [__________] thereafter
July 1, 1998              unit deliveries
                          by December 31, 1998
NOTES:

1)   Co-Brand  ("Samsung" and "Sprint  Spectrum"  brands and/or  "Sprint" and
     "Qualcomm"  technology mark (only for so long as Vendor is using "Qualcomm"
     chip-set))

<PAGE>


                             ADDITIONAL ACCESSORIES*

          (not included with Subscriber Units as Material Accessories)

[--------------------------------------------]








<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX 2
--------------------------------------------------------------------------------

                            Consumer Limited Warranty

     SAMSUNG  ELECTRONICS  CO., LTD. (the "Company")  warrants that the enclosed
subscriber unit and accessories (individually, a "Product" and collectively, the
"Products")  will be free from defects in material and  workmanship for a period
that expires one year from the date of service activation  following the sale of
the Products to the purchaser.

     The warranty  provided herein will apply only with respect to the purchaser
who filed the enclosed  Consumer  Registration  Card with the Company within one
(1) month after the purchase or the start of service activation, whichever comes
later, or with respect to the purchaser whose purchase and service activation is
otherwise verified.

     The Company shall,  in its sole and absolute  discretion,  either repair or
replace  with a factory  rebuilt unit (which unit may use  refurbished  parts of
similar  quality  and  functionality)  any Product if found by the Company to be
defective  in material  or  workmanship,  provided  the Product is returned to a
Company  authorized  repair factory within the one year warranty period with the
original set of other  Products,  and is accompanied by a proof of purchase.  In
the event a subscriber unit suffers from such a defect within ten days after the
purchase of the  subscriber  unit,  the Company  shall  replace  such  defective
subscriber unit with a new subscriber  unit,  provided the defective  subscriber
unit is  returned to a Company  authorized  repair  factory  within the one year
warranty period with the original set of other Products, and is accompanied by a
proof of purchase.

     This  warranty does not cover (i) cost of removal or  reinstallation,  (ii)
cosmetic damage,  (iii) signal  reception  problems (unless caused by defects in
material and workmanship), or (iv) damage the result of fire, flood, acts of God
or other acts which are not the fault of the  Company  and which the  Product is
not specified to tolerate, including damage caused by mishandling,  shipping and
blown fuses.

     The warranty does not extend to and is void with respect to any Product (i)
which has been subjected to misuse, neglect,  accident, or improper maintenance,
improper storage,  improper installation or improper operation (including use in
conjunction with hardware electrically or mechanically incompatible), (ii) which
has been  exposed to excessive  moisture or dampness,  (iii) which has been used
with  accessories  other than  accessories  either  provided  by the  Company or
expressly  authorized  by the  Company  for such  use,  (iv)  which  has had its
original Product specific  identification marks or serial numbers  intentionally
removed or altered or (v) which has been opened,  repaired,  modified or altered
by anyone other than the Company or a Company authorized repair facility.

     USE WITH ACCESSORIES NOT SUPPLIED BY THE COMPANY OR OTHERWISE NOT EXPRESSLY
AUTHORIZED BY THE COMPANY MAY BE DANGEROUS.

     Repair or  replacement,  as provided  under the  warranty,  is the sole and
exclusive  remedy of the  purchaser of the Products for breach of the  warranty.
THE COMPANY  MAKES NO OTHER  WARRANTIES  OF ANY KIND,  EXPRESS OR IMPLIED,  WITH
RESPECT  TO  THE  PRODUCTS,  INCLUDING  BUT  NOT  LIMITED  TO  ANY  WARRANTY  OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT,  OR
ANY IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR
COURSE OF PERFORMANCE.

     This  warranty is not  transferable  to any third party,  including but not
limited to, any subsequent purchaser or owner of the Products.

<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX 3
--------------------------------------------------------------------------------

                         Vendor Non-Warranty Repair Fees


                                      None.





<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX 4
--------------------------------------------------------------------------------

                                Technology Marks


                                      None.


<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX A1
--------------------------------------------------------------------------------

                           SCH-1000 Products/Features




<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX A2
--------------------------------------------------------------------------------

                   Vendor Second Generation Products/Features








<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX B1
--------------------------------------------------------------------------------

                     Design Verification (Hardware/Software)

                                Received by Owner

o        Vendor shall  provide Owner a Draft Test Plan for  Prototype,  DVT, and
         MVT no later than November 1, 1996.

o        Vendor shall  provide Owner a Final Test Plan for  Prototype,  DVT, and
         MVT no later than December 31, 1996.



<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX B2
--------------------------------------------------------------------------------

                            Interoperability Testing

                                Received by Owner

o        Vendor shall review and provide  comments to Owner regarding the Nortel
         Interoperability  Test Plan, Stage 2 and Stage 3, no later than October
         15, 1996.

o        Vendor shall comply with the testing requirements for the Message
         Waiting Indicator feature.

o        Vendor shall  provide Owner with the test results of the Stage 2 Inter-
         operability testing within one week from test completion.

o        Stage 3 Interoperability testing shall take place at an Owner specified
         location on mutually agreeable dates.


<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX B3
--------------------------------------------------------------------------------

                     Vendor Factory Testing on Every Product

                                Received by Owner

o        Vendor  shall  provide  Owner  a list  of the  "Top  10"  manufacturing
         problems. This information shall be provided on a monthly basis for the
         duration of the Agreement.




<PAGE>





                            SUBSCRIBER UNIT EQUIPMENT

                          PURCHASE AND SUPPLY AGREEMENT

                                     Between

                              SPRINT SPECTRUM L.P.,
                                      Owner

                                       and

                         SAMSUNG ELECTRONICS CO., LTD.,
                                     Vendor







                         Dated as of September 17, 1996


<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

Section 1.            Headings and Definitions................................ 1

Section 2.            Term  9

Section 3.            Product Purchases...................................... 10
         3.1          Right to Purchase, Resell and Use...................... 10
         3.2          Availability of Subscriber Units and Accessories; Minimum
                         Commitment.......................................... 10
         3.3          Most Favored Customer Status; Exclusivity.............. 12
         3.4          Payment Terms and Taxes................................ 14
         3.5          Delivery............................................... 15
         3.6          Pricing................................................ 16
         3.7          Warranty to the Owner.................................. 17
         3.8          Consumer Warranty...................................... 17
         3.9          Repair and Replacement Services........................ 18
         3.10         Catastrophic Defects................................... 19
         3.11         New Generation of Products............................. 21
         3.12         Right to Cease Supply of Obsolete Products............. 21
         3.13         [Intentionally Omitted]................................ 21
         3.14         Excess Inventory....................................... 21
         3.15         Technology Mark........................................ 22
         3.16         Materials and Equipment................................ 22
         3.17         Logos.................................................. 23
         3.18         Task Force Team; Notice of New Developments............ 24
         3.19         Market Development Manager............................. 24
         3.20         Applicable Law and Radio Frequency Energy Standards.... 25
         3.21         [Intentionally Omitted]................................ 25
         3.22         Test Products; Product Verification and Testing........ 25
         3.23         Change Orders.......................................... 27

Section 4.            Lead Times and Delay................................... 27
         4.1          Lead Times............................................. 27
         4.2          Delivery Delay......................................... 27

Section 5.            Forecasts and Ordering................................. 29
         5.1          Forecasts.............................................. 29
         5.2          Ordering............................................... 30

Section 6.            Sales and Technical Support............................ 32
         6.1          Sales Training......................................... 32
         6.2          Sales and Promotional Efforts.......................... 32

Section 7.            Intellectual Property.................................. 33
         7.1          Intellectual Property Rights Infringement.............. 33
         7.2          The Vendor's Obligation to Cure........................ 34
         7.3          The Vendor's Obligations............................... 34
         7.4          The Owner's Obligations................................ 35
         7.5          Software License....................................... 35
         7.6          [Intentionally Omitted]................................ 36
         7.7          Ownership of Intellectual Property Rights.............. 36
         7.8          Intellectual Property.................................. 37
         7.9          Request for Custom Development......................... 37
         7.10         Vendor Response........................................ 38
         7.11         License to Use Vendor Patents.......................... 38

Section 8.            Proprietary Information................................ 39
         8.1          Public Statements and Advertising...................... 39
         8.2          Confidentiality........................................ 40

Section 9.            Indemnification/Limitation of Liability................ 41
         9.1          Vendor Indemnity....................................... 41
         9.2          Vendor Damages for Fraud............................... 43
         9.3          Owner Indemnity........................................ 43

Section 10.           Termination............................................ 44
         10.1         Termination............................................ 44
         10.2         Termination For Cause.................................. 44
         10.3         Remedies............................................... 45
         10.4         Discontinuance of Supply............................... 45
         10.5         Payments............................................... 45
         10.6         Costs.................................................. 46
         10.7         Continuing Obligations................................. 46
         10.8         The Vendor's Right to Terminate........................ 46
         10.9         Vendor Remedies........................................ 47
                                       -i-

<PAGE>


                                                                            Page

Section 11.           General Provisions..................................... 47
         11.1         Assignment............................................. 47
         11.2         Successors and Assigns................................. 48
         11.3         Survival of Obligations................................ 49
         11.4         Severability........................................... 49
         11.5         Non-waiver............................................. 49
         11.6         Compliance with United States Regulations.............. 49
         11.7         Notices................................................ 49
         11.8         Dispute Resolution..................................... 50
         11.9         Arbitration............................................ 51
         11.10        Other Remedies......................................... 52
         11.11        Tolling................................................ 52
         11.12        GOVERNING LAW AND FORUMS............................... 52
         11.13        Entire Agreement....................................... 52
         11.14        Improvements, Inventions and Innovations............... 53
         11.15        Conflicts.............................................. 53
         11.16        Independent Contractors................................ 53
         11.17        Force Majeure.......................................... 53
         11.18        Change of Control of the Vendor........................ 54
         11.19        Change of Control of the Owner......................... 54
         11.20        Offset................................................. 54

Section 12.           Affiliates............................................. 55
         12.1         Agreements with Initial Affiliates..................... 55
         12.2         Additional Affiliates.................................. 55
         12.3         Agreements with Additional Affiliates.................. 55
         12.4         Affiliate Rights....................................... 56

Section 13.           Representations and Warranties......................... 56
         13.1         Representations and Warranties of the Vendor........... 56
         13.2         Representations and Warranties of the Owner............ 57

Section 14.           [Intentionally Omitted]................................ 58

Section 15.           Other.................................................. 59
         15.1         Owner Liabilities...................................... 59
         15.2         Counterparts........................................... 59

                                      -ii-

<PAGE>



Schedules

Schedule 1 - Independent Auditors
Schedule 2 - Initial Affiliates
Schedule 3 - Vendor  Outstanding  Patent  Issues 
Schedule 4 - Vendor  Repair Facilities   
Schedule 5 - [Intentionally   Omitted]  
Schedule 6 - Vendor's Proprietary  Marks  
Schedule 7 - [Intentionally  Omitted]  
Schedule 8 - First Forecast


Appendices

Appendix 1 - Pricing
Appendix 2 - Consumer Warranty
Appendix 3 - Vendor Non-warranty Repair Fees
Appendix 4 - Technology Marks


Exhibits

Exhibit A1 - SCH-1000  Products/Features  Exhibit A2 - Second  Generation Vendor
Products/Features Exhibit B1 - Design Verifications  (Hardware/Software) Exhibit
B2 -  Interoperability  Testing  Exhibit  B3 - Vendor  Factory  Testing on Every
Subscriber Unit



*    Subject to  further  discussion  and  agreement  between  the Owner and the
     Vendor, but in no event will prices for additional accessories be in excess
     of the amounts set forth in this table.