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





                   PCS SOFTWARE LICENSE AND PURCHASE AGREEMENT


         This Agreement  ("Agreement")  is entered into between Sprint  Spectrum
Equipment  Company,  L.P., a Delaware limited  partnership  ("Owner") and Lucent
Technologies Inc., a Delaware corporation ("Vendor").


                                    RECITALS


         WHEREAS,  the Owner  and the  Vendor  entered  into a  Procurement  and
Services  Contract  dated as of January  31,  1996,  as the same may be amended,
restated, supplemented or otherwise modified from time to time (the "Contract"),
and


         WHEREAS,  the Owner  desires  to  obtain a fully  paid-up  license  for
Vendor's 1996 optional features  software (defined below as Licensed  Software),
pursuant to the terms and conditions and prices set forth herein.


         NOW,  THEREFORE,  in consideration  of the mutual promises herein,  the
parties agree as follows:


                                    1. SCOPE


         1.1. This Agreement  including  Exhibits A, B and C as attached  hereto
and  incorporated  herein by  reference,  sets  forth the terms and  conditions,
prices and payment  schedule  under which the Vendor agrees to license  Licensed
Software,  as defined herein,  for use on all of the PCS Products purchased from
the Vendor and used in the Owner's Nationwide Network.


         1.2.  All  the  terms  and   conditions  of  the  Contract  are  hereby
incorporated by reference into this Agreement,  except as expressly  modified or
supplemented  herein.  Any such modifications or supplements shall apply to this
Agreement only and shall not apply to any other agreement unless so provided for
therein.  In the event of a conflict  between the terms and  conditions  of this
Agreement and the Contract, the Contract shall prevail.


         1.3. For purposes of the Vendor financing with the Owner's parent,  the
Vendor  expressly  agrees that all payments made or to be made hereunder will be
covered  by such  Vendor  financing  as if such  payments  were  made  under the
Contract.


                                 2. DEFINITIONS


         2.1.  "Licensed  Software" means all optional software features for PCS
Products made generally available to Customers in 1996 on an optional,  separate
fee, basis. A current list of these features is set forth on Exhibit A hereto.


         2.2.  "Initial  Application"  means  the  initial  configuration  to be
deployed in Fresno,  California  consisting  of one (1) switch and the number of
base stations within the Initial  Application which are available for testing of
the Licensed  Software on the date Vendor is ready to commence  testing pursuant
to Section 5.1.


         2.3.  "Initial  Application  Verification" means the tests set forth on
Exhibit C hereto.


         2.4.  "Initial  Application Verification Test Plan" means the test plan
set forth on Exhibit C hereto.


         All other capitalized terms shall have the meanings set forth herein or
as defined in the Contract.


                               3. SOFTWARE LICENSE


         Upon delivery of the Licensed Software,  the Vendor grants to the Owner
a  perpetual,  nontransferable,  non-exclusive  fully  paid-up  (i.e.,  buyout),
multi-site  (capability  to have  deployed  Licensed  Software  in any number of
sites) right to use license for the Licensed Software ("License") for use on the
Products  purchased  from the Vendor  provided  in each of the  systems  and the
System as a whole,  subject to  payment of license  fees set forth on Exhibit B.
The  Licensed  Software  will  at all  times  throughout  the  term  perform  in
accordance with the Specifications.


                   4. ORDER AND DELIVERY OF LICENSED SOFTWARE


         4.1.  The  Owner agrees  that  the execution of this Agreement shall be
deemed an order for the Licensed Software for its Initial Application.


         4.2.  The Vendor  agrees  to  deliver and install the Licensed Software
for  the  Owner's Initial Application as soon as possible, but, in any event, no
later than October 30, 1996.


                                  5. ACCEPTANCE


         5.1.  The  Owner  and the  Vendor  agree  that  acceptance  testing  in
accordance with Exhibit C of the Initial  Application for Licensed Software will
commence on the date of the installation of the Licensed Software or October 30,
1996,  whichever  is later.  The period for  acceptance  testing will run for no
longer than the thirty (30) day period after commencement of acceptance testing.
The Owner will accept or reject the  Licensed  Software  within such thirty (30)
day period unless the parties mutually agree that the Licensed  Software has met
the acceptance  tests prior  thereto.  If the Owner does not provide a notice of
rejection,  then the Licensed  Software  will be deemed to have been accepted at
the end of the  thirty  (30)  day  acceptance  period;  provided  that  any such
acceptance will in no way limit the Vendor's warranty or other obligations under
this  Agreement  and/or the Contract.  If prior to Owner  acceptance,  the Owner
notifies the Vendor of a Defect in the Licensed  Software,  then the thirty (30)
day  acceptance  period  will be  extended  day-for-day  until  the  Vendor  has
corrected the Defect.


         5.2. Minor Defects and  shortcomings  not affecting the operational use
of the  part of the  Licensed  Software  shall  not  give  rise  to  withholding
acceptance  provided  that the Vendor  undertakes  to remedy  such  defects  and
shortcomings as soon as reasonably possible.


         5.3. The Owner and the Vendor further agree that the Owner's acceptance
of the Licensed  Software for the Owner's  Initial  Application  shall be deemed
acceptance of the Licensed  Software by the Owner for deployment of the Licensed
Software in its Nationwide  Network;  provided that nothing herein will limit or
otherwise modify the Vendor's warranty and other obligations hereunder.


                            6. INTELLECTUAL PROPERTY


         Without limiting the generality of Section 1.2, all of the Software and
Intellectual  Property  provisions  of the Contract  shall apply to the Licensed
Software provided herein.


                                   7. WARRANTY


         Without  limiting  the  generality  of Section 1.2, all of the warranty
provisions of the Contract shall apply to the Licensed Software provided herein.


                               8. INVOICE PAYMENTS


         The Vendor will invoice the Owner for the full amounts shown in Exhibit
B on the dates set forth  therein.  The  Owner  will pay such  invoiced  amounts
within  thirty  (30)  days of the  receipt  of any  such  invoices.  The  Vendor
understands  and agrees that amounts owed and  invoiced in  accordance  with the
terms of this Agreement,  may be credited,  at the Owner's  option,  against the
Vendor's  financing  facilities  pursuant to and in accordance with the terms of
those facilities.


                                   9. NOTICES


         Any notice, request, consent, waiver or other communication required or
permitted  under this  Agreement  will be effective only if it is in writing and
personally  delivered  by hand or by  overnight  courier or sent by certified or
registered  mail,  postage  prepaid,  return  receipt  requested,  addressed  as
follows:

         If to the Owner:           Sprint Spectrum Equipment Company, L.P.
                                    c/o Sprint Spectrum L.P.
                                    4900 Main Street
                                    Kansas City, Missouri  64112
                                    Attention: Director, Program Management

         If to the Vendor:          Lucent Technologies Inc.
                                    111 Madison Avenue
                                    Morristown, New Jersey  07962-1970
                                    Attention:  William K. Nelson

                                  10. AGREEMENT


         10.1. Except as otherwise stated herein, this Agreement,  together with
all incorporated documents,  constitutes the entire Agreement with regard to the
subject matter herein between the Parties.


         10.2. Any amendment,  modification or supplemental agreement shall only
be binding after its effective date, provided that such amendment,  modification
or   supplemental   agreement  is  in  writing  and  signed  by  an   authorized
representative of each Party.


         10.3. Any material and continuing breach of the terms of this Agreement
by the  Vendor  will  constitute  a material  breach of an/or a Vendor  Event of
Default under the Contract.  The Owner and the Vendor  expressly  understand and
agree that any slip or delay in the  availability of any feature(s) set forth on
Exhibit A in excess of sixty  (60) days  beyond  the dates  applicable  for such
feature(s) as set forth on Exhibit A will  constitute a "material and continuing
beach" by the Vendor under this Agreement.


         10.4.  This Agreement will be construed in accordance with and governed
by the laws of the State of New York without  regard to any laws and  principles
thereof which would direct the application of the laws of another jurisdiction.


                                 11. SIGNATURES

         This Agreement 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 one contract.

         IN WITNESS  WHEREOF,  the  Parties  have caused  this  agreement  to be
executed by their duly authorized officers or  representatives,  to be effective
when each party has executed this Agreement.

                              Lucent Technologies Inc.



                              Signature: /s/ William K. Nelson
                              Name: William K. Nelson
                              Title: Vice President
                              Date: 10/7/96



                              Sprint Spectrum Equipment Company, L.P.



                              Signature: /s/ A.A. Kurtze
                              Name:  A. Kurtze
                              Title: Chief Technology Officer
                              Date: October 8, 1996





<PAGE>




                                    EXHIBIT A



                         1996 OPTIONAL FEATURES SOFTWARE


                        CDMA Software Feature by Release




- --------------------------------------- -------------------- -----------------
                                              CDMA                   CDMA
Feature Name                                 Release             Availability
- --------------------------------------- -------------------- -----------------
[                                                                              ]


<PAGE>



- ------------------------------------------------------------------------------
                                    EXHIBIT B
- ------------------------------------------------------------------------------





         All Vendor Optional Features Software made generally  available for PCS
Products in 1996  (Exhibit A) will be licensed to the Owner for a total price of
________________________  Dollars  ($_______.00).  This  package  price does not
include  features  provided  on  peripheral  equipment,  i.e.,  HLR,  SCP,  SCN,
Actiview, etc.


Invoice Schedule


_________ (__) Days After Owner Acceptance of Licensed Software      $__________

_________ (__) Days following First Invoice of Licensed Software
               or _________ (__) Days after Substantial Completion
               of the Initial PCS System, whichever is earlier       $__________


         All new Vendor  Optional  Software  Features made  generally  available
starting on January 1, 1998 will receive a _______  percent (___%)  discount off
the then current List Price. For non-Vendor manufactured equipment, the discount
for new Optional  Software  Features will be _______ percent (___%) off the then
current List Price.



<PAGE>



                                    EXHIBIT C





                   Initial Application Verification Test Plan


[                                                                      ]