AMENDED AND RESTATED
                            EQUIPMENT LEASE AGREEMENT


         This Amended and Restated  Equipment Lease Agreement (the  "Agreement")
between Sprint Spectrum Equipment Company,  L.P., a Delaware limited partnership
("EquipmentCo"),  with its  principal  office and place of business at 4900 Main
Street,  Kansas  City,  Missouri  64112,  and Sprint  Spectrum  L.P., a Delaware
limited  partnership  ("Spectrum"),  with  its  principal  office  and  place of
business at 4900 Main Street, Kansas City, Missouri 64112.

         RECITALS:

                  A.  Spectrum is in the business of developing, operating and 
                      managing a personal communications services ("PCS")
                      network; and

                  B.  EquipmentCo owns equipment that is designed for use in the
                      operating  of a PCS  network  and  certain  administrative
                      assets (the "Infrastructure Equipment"); and

                  C.  For the  development,  operation  and  management of a PCS
                      network,   Spectrum   desires   to   lease   all   of  the
                      Infrastructure Equipment owned by EquipmentCo; and

                  D.  EquipmentCo  is  willing  to  allow  Spectrum  to use  the
                      Infrastructure  Equipment on the terms and conditions more
                      fully set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and valuable  consideration,  the receipt and  sufficiency  of which the parties
acknowledge, the parties agree as follows:

         1. Lease of  Infrastructure  Equipment.  EquipmentCo  leases all of its
Infrastructure Equipment,  whether now owned or hereafter acquired, to Spectrum.
EquipmentCo agrees to acquire and subsequently lease to Spectrum such additional
Infrastructure  Equipment as Spectrum may reasonably request.  Spectrum will use
the  Infrastructure  Equipment at all times in a workmanlike  manner and in such
manner as will not injure or damage the same, reasonable wear and tear excepted,
and any cost or expense for repairs will be borne by Spectrum. The installation,
location and use of the  Infrastructure  Equipment by Spectrum  will comply with
all federal, state and local laws and regulations.

         2. Reservation of Title. Title to all of the  Infrastructure  Equipment
will remain in EquipmentCo and not pass to Spectrum.

         3. Term of Lease.  Except as  provided  in  Schedule A attached  (which
schedule will not reduce the lease term below two (2) years), the lease terms of
the  Infrastructure  Equipment  will  range  from  two  (2) to five  (5)  years,
commencing when assets are placed in service,  which is no earlier than December
1, 1996, unless terminated earlier by either party giving at least 90 days prior
written notice to the other party.

         4. Lease Payments.  Spectrum will make lease payments to EquipmentCo in
accordance with Schedule A attached.

         5. Delivery of Infrastructure  Equipment.  EquipmentCo will deliver the
Infrastructure Equipment to the address designated by Spectrum, freight prepaid.
At the  termination  of the  lease,  Spectrum  will  return  the  Infrastructure
Equipment  to  EquipmentCo  at the address  designated  by  EquipmentCo  is good
condition,  reasonable  wear  and  tear  excepted.  The  price  of any  required
reconditioning will be borne by Spectrum.

         6.  Disclaimer of Warranties.  The parties agree that THERE ARE NO 
EXPRESS WARRANTIES OTHER THAN THOSE APPEARING IN THIS AGREEMENT, AND THERE ARE
NO IMPLIED

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WARRANTIES,  EITHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE,  IN
CONNECTION WITH EITHER THE LEASE OF THE INFRASTRUCTURE EQUIPMENT.

         7. Default. If Spectrum sells,  assigns, or attempts to sell, assign or
otherwise  transfer  the  Infrastructure  Equipment  or  any  interest  in  such
equipment, or if Spectrum fails to perform its duties and obligations,  or fails
to comply with any provisions of this  Agreement,  EquipmentCo  has the right to
terminate  this  Agreement  immediately.  Spectrum's  obligations  to make lease
payments will continue until such time as EquipmentCo  leases the Infrastructure
Equipment to another party.

         8. General  Provisions.  This  Agreement  supersedes  and replaces that
certain Equipment Lease Agreement, dated as of July 1, 1996, between EquipmentCo
and  Spectrum,  in its  entirety.  This  Agreement  will be  effective as of the
commencement of business on December 1, 1996. This Agreement may not be assigned
by either party without the written  consent of the other party.  This Agreement
is  binding  upon  and will  inure to the  benefit  of the  parties'  respective
successors and permitted  assigns.  This Agreement is governed by, and construed
and  interpreted in accordance  with, the laws of the State of Missouri  without
reference to  applicable  choice of law  provisions.  The headings  used in this
Agreement are for convenience only and must not in any way affect the meaning or
interpretation of this Agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed  by their duly  authorized  officers as of the day and year first above
written.

                                        SPRINT SPECTRUM EQUIPMENT
                                        COMPANY, L.P.


                                        By: /s/ Joseph M. Gensheimer
                                        Name: Joseph M. Gensheimer
                                        Title: Secretary and General Counsel

                                        SPRINT SPECTRUM L.P.


                                        By: /s/ Robert M. Neumeister, Jr.
                                        Name: Robert M. Neumeister, Jr.
                                        Title: Chief Financial Officer



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                                   SCHEDULE A


The Infrastructure  Equipment will be leased on a quarterly basis through Fourth
Quarter,  1997 and a  monthly  basis,  thereafter,  for the term of each  leased
asset.  The lease factor rate of the  Infrastructure  Equipment is determined by
the lease term, the required rate of return, and the required holding period for
the Infrastructure  Equipment. The quarterly lease amounts and the monthly lease
amounts for the  Infrastructure  Equipment will be determined by multiplying the
respective lease factor by each asset's cost. Payment will be due on the leases,
30days  after bill date.  The  quarterly  lease  factor shall be .02333% and the
monthly lease factor shall be .00778%.