AMENDMENT  NO. 1 dated as of February 25, 1997, to the Amended
and  Restated  Procurement  and Services  Contract  dated as of October 9, 1996,
between Sprint Spectrum Equipment Company,  L.P., a Delaware limited partnership
(the "Owner") and Lucent  Technologies  Inc., a Delaware  corporation,  the full
successor to the Network  Systems  Group of AT&T Corp.,  a New York  corporation
(the "Vendor", and together with the Owner, the "Parties").

                                    RECITALS:

                  WHEREAS,  the  Parties  are  parties to a certain  Amended and
Restated Procurement and Services Contract dated as of October 9, 1996 as may be
amended, supplemented or modified from time to time (the "Contract") wherein the
Owner agreed to have the Vendor engineer and construct PCS Systems in the System
Areas and the Vendor,  itself or through its  Subcontractors,  agreed to provide
Products  and  Services  to the Owner in  connection  with the  engineering  and
construction  of PCS Systems in the System Areas  pursuant to and in  accordance
with the terms of the Contract.

                  WHEREAS,  pursuant  to and in  accordance  with a Consent  and
Waiver  between the Parties (the "Consent and Waiver")  dated as of December 23,
1996, the Parties desire to amend the Contract.

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

     1. Definitions.  Unless otherwise  defined herein,  all capitalized terms
used in this  Amendment  will  have  the  meaning  given  to such  terms  in the
Contract.

     2. Agreement.  The Parties understand and agree that the terms of Paragraph
2 of the Consent and Waiver are hereby  incorporated into and are made a part of
the Contract.

     3. Amendment to Subsection 2.7. Subsection 2.7 is hereby amended to add the
following subsection 2.7(c) after subsection 2.7(b):

                       "(c)  Notwithstanding  anything  contained in  subsection
         2.6, this subsection 2.7 and/or Exhibit A1 to the contrary,  the Vendor
         will  be  required  to  complete  the  Work  in  accordance   with  the
         Specifications  as required  by each of  Milestone  6,  Milestone 7 and
         Milestone 8 within the time periods between the Milestones  (denoted by
         "M" on the table  below) set forth on the table below.  The  Guaranteed
         Substantial  Completion  Dates  for  each  of the PCS  Systems  and PCS
         Sub-Systems  listed in the  following  table will not be later than the
         dates set forth in the column marked "Guaranteed Substantial Completion
         Date".

<TABLE>
<CAPTION>

===========================--------------------------------------------------------------------=====================

      PCS System/PCS            M5           Latest      M6 to M7      Latest       M7 to M8            M8
        Sub-System                           M6 date     Interval      M7 date      Interval        Guaranteed
                                                                                                   Substantial
                                                                                                 Completion Date
===========================--------------------------------------------------------------------=====================

<S>                          <C>           <C>         <C>          <C>             <C>              <C>
Salt Lake City               10/31/96      12/30/96    0 Days       12/30/96        16 Days          1/15/97
                                                                                                    (76 Days)
===========================--------------------------------------------------------------------=====================

Rochester                    11/29/96       1/31/97    3 Days       2/3/97          25 Days          2/28/97
                                                                                                    (91 Days)
===========================--------------------------------------------------------------------=====================

Denver                        12/6/96       2/16/97    2 Days       2/18/97         30 Days          3/20/97
                                                                                                    (104 Days)
                                                                                  -------------
===========================--------------------------------------------------------------------=====================

Manhattan                    12/19/96       2/27/97    2 Days       3/1/97          30 Days          3/31/97
                                                                                                    (102 Days)
                                                                                  -------------
===========================--------------------------------------------------------------------=====================

Bronx/Brooklyn/Queens         1/09/97       3/08/97    2 Days       3/10/97         30 Days           4/9/97
                                                                                                    (90 Days)
                                                                                  -------------
===========================--------------------------------------------------------------------=====================

Tucson                        2/14/97       4/13/97    2 Days       4/15/97         30 Days          5/15/97
                                                                                                    (90 Days)
                                                                                  -------------
===========================--------------------------------------------------------------------=====================

Toledo                        2/17/97       4/16/97    2 Days       4/18/97         30 Days          5/18/97
                                                                                                    (90 Days)
                                                                                  -------------
===========================--------------------------------------------------------------------=====================

Boston                        1/15/97       4/23/97    2 Days       4/25/97         30 Days          5/25/97
                                                                                                    (130 Days)
                                                                                  -------------
====================================================================================================================

NH/Maine                      1/22/97       4/30/97    2 Days       5/2/97          30 Days           6/1/97
                                                                                                    (130 Days)
====================================================================================================================
</TABLE>


         Furthermore and notwithstanding  anything contained in this Contract to
         the contrary,  for any PCS System and/or PCS Sub-System (other than any
         PCS Systems and/or PCS Sub-Systems listed on the table above) which did
         not achieve the  requirements  of  Milestone 5 pursuant to the terms of
         the Contract on or before  January 15, 1997 (each a "97  System"),  the
         target  permissible  interim period between Milestone 5 and Milestone 8
         in which  the  Vendor  must  complete  the Work  required  for and as a
         condition of achieving  Substantial  Completion  in a timely  manner in
         accordance  with the terms of this Contract  shall be ninety (90) days;
         provided that in certain  larger PCS Systems and PCS  Sub-Systems  such
         period may exceed ninety (90) days, as mutually agreed by the Owner and
         the  Vendor,  but in no event  will such  period  exceed a total of one
         hundred  thirty  (130) days.  For all such 97 Systems,  the  applicable
         permissible  interim periods  (including the periods between applicable
         Interim Milestones) will be mutually agreed by the Owner and the Vendor
         on or before  achieving  Milestone 5 for each such 97 System.  All such
         agreements  will  be  reflected  in  writing,  executed  by  authorized
         representatives  of both the Owner and the Vendor. For purposes hereof,
         the  authorized  representative  of the Vendor is Pat  Pomponio and the
         authorized representative of the Owner is Keith Paglusch.

     4. Amendment to Subsection  15.2.  Subsection  15.2(b) is hereby amended to
add the following sentence after the last sentence of 15.2(b):

         "Notwithstanding  anything contained herein to the contrary, for any of
         the five PCS  Systems  and/or  PCS  Sub-Systems  listed on the table in
         subsection 2.7(c) or any 97 System, any Interim Delay Penalties accrued
         pursuant to  subsection  15.2(a) will be credited back to the Vendor in
         the manner  described  in the  immediately  preceding  sentence  to the
         extent that (i) the Vendor successfully achieves Substantial Completion
         of such PCS  System  or PCS  Sub-System  on or  before  the  Guaranteed
         Substantial  Completion  Date (as such date is determined in accordance
         with the terms of  subsection  2.7(c))  and (ii) the  relevant  interim
         delay does not otherwise  materially  adversely affect the Owner,  such
         PCS System or PCS Sub-System and/or the System as a whole."

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

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

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

     8. Counterparts.  This Amendment may be executed in any number of identical
counterparts,  each of which will  constitute  an original but all of which when
taken together will constitute but one contract.

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

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

                                          By:  /s/ KEITH PAGLUSCH
                                          Name:   Keith Paglusch
                                          Title:  Vice President - Engineering &
                                                    Operations



                                          LUCENT TECHNOLOGIES INC.,
                                            as the Vendor

                                          By:/s/ WILLIAM K. NELSON
                                          Name:  William K. Nelson
                                          Title:  Vice President